Exhibit
      31.2





CERTIFICATION
      OF PRINCIPAL FINANCIAL OFFICER


PURSUANT
      TO RULE 15a-14(a)





I,
      Richard G. Honan II, certify that:





1.
            I
                have reviewed this Quarterly Report on Form 10-QSB of AT&S Holdings,
                Inc.;





2.
            Based
                on my knowledge, this report does not contain any untrue statement
                of a
                material fact or omit to state a material fact necessary to make
                the
                statements made, in light of the circumstances under which such statements
                were made, not misleading with respect to the period covered by this
                report;





3.
            Based
                on my knowledge, the financial statements, and other financial information
                included in this report, fairly present in all material respects
                the
                financial condition, results of operations and cash flows of AT&S
                Holdings, Inc. as of, and for, the periods in this
                report;





4.
            AT&S
                Holdings, Inc.’s other certifying officer and I are responsible for
                establishing and maintaining disclosure controls and procedures (as
                defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal
                control over financial reporting (as defined in Exchange Act Rules
                13-a-15(f) and 15d-15(f)) for AT&S Holdings, Inc. and
                have:





a.
      Designed such disclosure controls and procedures, or caused such disclosure
      controls and procedures to be designed under our supervision, to ensure that
      material information relating to AT&S Holdings, Inc., including its
      consolidated subsidiaries, is made known to us by others within these entities,
      particularly during the period in which this report is being
      prepared;





b.
      Designed such internal control over financial reporting, or caused such internal
      control over financial reporting to be designed under our supervision, to
      provide reasonable assurance regarding the reliability of financial reporting
      and the preparation of financial statements for external purposes in accordance
      with generally accepted accounting principles;





c.
      Evaluated the effectiveness of AT&S Holdings, Inc.’s disclosure controls and
      procedures and presented in this report our conclusions about the effectiveness
      of the disclosure controls and procedures, as of the end of the period covered
      by this report based on such evaluation; and





d.
      Disclosed in this report any change in AT&S Holdings, Inc.’s internal
      control over financial reporting that occurred during AT&S Holdings, Inc.’s
      second fiscal quarter that has materially affected, or is reasonably likely
      to
      materially affect, AT&S Holdings, Inc.’s internal control over financial
      reporting; and





5.
            AT&S
                Holdings, Inc.’s other certifying officer and I have disclosed, based on
                our most recent evaluation of internal control over financial reporting,
                to AT&S Holdings, Inc.’s auditors and the audit committee of AT&S
                Holdings, Inc.’s board of directors (or persons performing the equivalent
                functions):





a.
      All
      significant deficiencies and material weaknesses in the design or operation
      of
      internal control over financial reporting which are reasonably likely to
      adversely affect AT&S Holdings, Inc.’s ability to record, process, summarize
      and report financial information; and





b.
      Any
      fraud, whether or not material, that involves management or other employees
      who
      have a significant role in AT&S Holdings, Inc.’s internal control over
      financial reporting.





August
      16, 2006





//s//
      Richard G. Honan II





Richard
      G. Honan II


Chief
      Financial Officer, Director and President