Exhibit
31.2



Certification
of Principal Financial Officer

Required
By Rule 13a-14(A) of the Securities Exchange Act of 1934, As Amended,

As
Adopted Pursuant To Section 302 of the Sarbanes-Oxley Act of 2002



I,
Barry Brookstein, certify that:



|1. | I
    have reviewed this annual report on Form 10-K of Organic Alliance, Inc.;
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|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;
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|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 the registrant as of, and for, the periods
    presented in this report;
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|4. | I
    am 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 13a-15(f) and 15d-15(f)) for
    the registrant and have:
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



(a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision,
to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to me by
others within those 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 my 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 the registrant’s disclosure controls and procedures and presented in this report my 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 the registrant’s internal control over financial reporting that occurred during the
registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that
has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial
reporting; and



|5. | I
    have disclosed, based on my 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):
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(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 control over financial reporting.







|Date: June 3, 2013 | Organic
     Alliance, Inc.                  
|------------------ | ---------------------------------------------
|                   | By: /s/ Barry
     Brookstein                
|                   | Barry
     Brookstein Chief Financial Officer