EXHIBIT 31.2


                       CERTIFICATION PURSUANT TO
                SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Henry Goldberg, certify that:

1. I have reviewed this quarterly report of VITAL PRODUCTS, INC.;

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;

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 small
   business issuer as of, and for, the periods presented in this report;

4. The small business issuer's other certifying officer(s) and I are
   responsible for establishing and maintaining disclosure controls and
   procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for
   the small business issuer 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 small business
       issuer, including its consolidated subsidiaries, is made known to us by
       others within those entities, particularly during the period in which
       this report is being prepared;

   (b) Evaluated the effectiveness of the small business issuer'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 report based on such
       evaluation; and

   (c) Disclosed in this report any change in the small business issuer's
       internal control over financial reporting that occurred during the small
       business issuer's most recent fiscal quarter (the small business
       issuer's fourth fiscal quarter in the case of an annual report) that has
       materially affected, or is reasonably likely to materially affect, the
       small business issuer's internal control over financial reporting; and

5. The small business issuer's other certifying officer(s) and I have
   disclosed, based on our most recent evaluation of internal control over
   financial reporting, to the small business issuer's auditors and the audit
   committee of the small business issuer'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 small business issuer'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 small business issuer's
       internal control over financial reporting.


Date: March 20, 2009


/s/ Henry Goldberg
-----------------------------------------
By: Henry Goldberg
Chief Financial Officer and
Principal Accounting Officer



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