**Exhibit 31.2**

 

**CERTIFICATION**

 

I, Stephen M. Kasprisin, certify that:

 

1.                                       I have reviewed this quarterly report onForm 10-Q of Naturade, Inc.;

 

2.                                                       Based on my knowledge, this report does notcontain any untrue statement of a material fact or omit to state a materialfact necessary to make the statements made, in light of the circumstances underwhich such statements were made, not misleading with respect to the periodcovered by this quarterly report;

 

3.                                                       Based on my knowledge, the financialstatements, and other financial information included in this report, fairlypresent in all material respects the financial condition, results of operationsand cash flows of the registrant as of, and for, the periods presented in thisquarterly report;

 

4.                                                       The registrant’s other certifying officer(s)and I are responsible for establishing and maintaining disclosure controls andprocedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) forthe registrant and we 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 theregistrant, including its consolidated subsidiaries, is made known to us byothers within those entities, particularly during the period in which thisreport is being prepared;

 

b)                                                     Evaluated the effectiveness of theregistrant’s disclosure controls and procedures and presented in this reportour conclusions about the effectiveness of the disclosure controls andprocedures as of the end of the period covered by this report based upon suchevaluation; 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 the annual report) that has materially affected, or isreasonably likely to materially affect, the registrant’s internal control overfinancial reporting; and

 

5.                                                                                       The registrant’s other certifying officer(s)and I have disclosed, based on our most recent evaluation of internal controlover financial reporting, to the registrant’s auditors and the audit committeeof registrant’s board of directors (or persons performing the equivalent functions):

 

a)                                                      All significant deficiencies and materialweaknesses in the design or operation of internal control over financialreporting which are likely to adversely affect the registrant’s ability torecord, process, summarize and report financial information; and

 

b)                                                     Any fraud, whether or not material, thatinvolves management or other employees who have a significant role in theregistrant’s internal control over financial reporting.

 

 
| Date: October 31, 2003 |                      |   |
|------------------------|---------------------------|--------|
|                   | /s/  Stephen M. Kasprisin |   |
|                   | Stephen  M. Kasprisin     |   |
|                   | *Chief Financial Officer* |   |

 

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