**Exhibit 31.2**

 

**CERTIFICATIONPURSUANT TO 13a-14 OF THESECURITIES EXCHANGE ACT OF 1934, AS ADOPTED PURSUANTTO SECTION 302 OF THE SARBANES-OXLEY ACT**

 

I, MICHAEL H. MCCLELLAN, certify that:

 

1.     I have reviewed this annual report on Form 10-KSB of ETSPayphones, Inc.;

 

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

 

3.     Based on my knowledge, the financial statements, and otherfinancial information included in this report, fairly present in all materialrespects the financial condition, results of operations and cash flows of theregistrant as of, and for, the periods presented in this report;

 

4.     The registrant’s other certifying officer and I are responsiblefor establishing and maintaining disclosure controls and procedures (as definedin Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

 

(a)   Designed such disclosure controls andprocedures, or caused such disclosure controls and procedures to be designedunder our supervision, to ensure that material information relating to the registrant,including its consolidated subsidiaries, is made known to us by others withinthose entities, particularly during the period in which this annual report isbeing prepared;

 

(b)   Evaluated the effectiveness of theregistrant’s disclosure controls and procedures, as of the end of the periodcovered by this report based on such evaluation; and

 

(c)   Disclosed in this report any change in theregistrant’s internal control over financial reporting that occurred during theregistrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarterin the case of an annual report) that has materially affected, or is reasonablylikely to materially affect, the registrant’s internal control over financialreporting; and

 

5.     The registrant’s other certifying officer and I have disclosed,based on our most recent evaluation of internal control over financialreporting, to the registrant’s auditors and the audit committee of registrant’sboard of directors (or persons performing the equivalent function):

 

(a)   All significant deficiencies and materialweaknesses in the design or operation of internal control over financialreporting which are reasonable likely to adversely affect the registrant’sability to record, process, summarize and report financial data and haveidentified for the registrant’s ability to record, process, summarize andreport financial information; and

 

(b)   Any fraud, whether or not material, thatinvolves management or other employees who have a significant role in theregistrant’s internal controls.****

 
| Date:  March 31, 2006 |                                                                |
|-----------------------|---------------------------------------------------------------------|
|                  |                                                                |
|                  | /s/  MICHAEL  H. MCCLELLAN                                |   |
|                  | Michael  H. McClellan                                               |
|                  | *Executive Vice President, Chief Financial Officer and   Treasurer* |

 

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