EXHIBIT
        31.2 CERTIFICATION
 
 I,
        William H. Campbell, Acting Chief Financial Officer, certify that:
 
 1. I
        have
        reviewed this quarterly report on Form 10-QSB of Earthworks Entertainment,
        Inc.;
 
 2. Based
        on
        my knowledge, this quarterly 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 quarterly report;
 
 3. Based
        on
        my knowledge, the financial statements and other financial information included
        in this quarterly report fairly present in all material respects the financial
        condition, results of operations and cash flows of the registrant as of,
        and
        for, the periods presented in this quarterly report;
 
 4. The
        registrant’s other certifying officers and I are responsible for establishing
        and maintaining disclosure controls and procedures (as defined in Exchange
        Act
        Rules 13a-14 and 15d-14) for the registrant and have:
 
 a) Designed
        such disclosure controls and procedures to ensure that material information
        relating to the registrant, including its consolidated subsidiaries, is made
        known to us by others within those entities, particularly during the period
        in
        which this quarterly report is being prepared;
 
 b) Evaluated
        the effectiveness of the registrant’s disclosure controls and procedures as of a
        date within 90 days prior to the filing date of this quarterly report (the
        "Evaluation Date"); and
 
 c) Presented
        in this quarterly report our conclusions about the effectiveness of the
        disclosure controls and procedures based on our evaluation as of the Evaluation
        Date;
 
 5. The
        registrant’s other certifying officers and I have disclosed, based on our most
        recent evaluation, to the registrant’s auditors and the audit committee of the
        registrant’s board of directors (or persons performing the equivalent
        functions):
 
 a) All
        significant deficiencies in the design or operation of internal controls
        which
        could adversely affect the registrant’s ability to record, process, summarize
        and report financial data and have identified for the registrant’s auditors any
        material weaknesses in internal controls; and
 
 b) Any
        fraud, whether or not material, that involves management or other employees
        who
        have a significant role in the registrant’s internal controls; and
 
 6. The
        registrant’s other certifying officers and I have indicated in this quarterly
        report whether or not there were significant changes in internal controls
        or in
        other factors that could significantly affect internal controls subsequent
        to
        the date of our most recent evaluation, including any corrective actions
        with
        regard to significant deficiencies and material weaknesses.
 
 Dated:
                  August 10, 2005
              By:/s/ William H. CampbellWilliam
                  H. Campbell
                Chief
                  Financial Officer