EXHIBIT
        31b :Rule 13a - 14(a) Certification
 
 I,
        William H. Campbell, Executive Vice President and Chief Financial Officer,
        certify that:
 
 1.  I
        have
        reviewed this Quarterly on Form 10-QSB/A (Amendment #2) 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 officer 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, or caused such disclosure controls
        and
        procedures to be designed under our supervision, 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
        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 Quarterly Report based on such evaluation; and
 
 c)  Disclosed
        in this Quarterly Report any change in the registrant's internal control
        over
        financial reporting that occurred during the registrant's most recent fiscal
        quarter that has materially affected, or is reasonably likely to materially
        affect, the registrant's internal control over financial reporting;
        and
 
 5.  The
        registrant's other certifying officer and I have disclosed, based on our
        most
        recent evaluation of internal control over financial reporting, 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 and material weaknesses in the design or operation
        of
        internal control over financial reporting which are reasonably likely to
        adversely affect the registrant'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 the registrant's internal controls over financial
        reporting.
 
 
 FEBRUARY
                  13, 2006
              /s/ WILLIAM H. CAMPBELLWilliam
                  H. CampbellExecutive
                  Vice President, Chief Financial
                  Officer