**Exhibit 31.2**

 

**CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER**

 

I, Charles Townsend, certify that:

 

1.     Ihave reviewed this quarterly report on Form 10-QSB of Mosaic NutraceuticalsCorp.;

 

2.     Basedon my knowledge, this report does not contain any untrue statement of amaterial fact or omit to state a material fact necessary to make the statementsmade, in light of the circumstances under which such statements were made, notmisleading with respect to the period covered by this report;

 

3.     Basedon my knowledge, the financial statements, and other financial informationincluded in this report, fairly present in all material respects the financialcondition, results of operations, and cash flows of the small business issueras of, and for, the periods presented in this report;

 

4.     Thesmall business issuer’s other certifying officer(s) and I are responsible forestablishing and maintaining disclosure controls and procedures (as defined inExchange Act Rules 13a-15(e) and 15d-15(e)) for the small business issuer andhave:

 

(a)   Designed such disclosurecontrols and procedures, or caused such disclosure controls and procedures tobe designed under our supervision, to ensure that material information relatingto the small business issuer, including its consolidated subsidiaries, is madeknown to us by others within those entities, particularly during the period inwhich this report is being prepared;

 

(b)   Evaluated the effectiveness ofthe small business issuer’s disclosure controls and procedures and presented inthis report our conclusions about the effectiveness of the disclosure controlsand procedures, as of the end of the period covered by this report based onsuch evaluation; and

 

(c)   Disclosed in this report anychange in the small business issuer’s internal control over financial reportingthat occurred during the small business issuer’s most recent fiscal quarter(the small business issuer’s fourth fiscal quarter in the case of an annualreport) that has materially affected, or is reasonably likely to materiallyaffect, the small business issuer’s internal control over financial reporting;and

 

5.     Thesmall business issuer’s other certifying officer(s) and I have disclosed, basedon our most recent evaluation of internal control over financial reporting, tothe small business issuer’s auditors and the audit committee of the smallbusiness issuer’s board of directors (or persons performing the equivalentfunctions):

 

(a)   All significant deficienciesand material weaknesses in the design or operation of internal control overfinancial reporting which are reasonably likely to adversely affect the smallbusiness issuer’s ability to record, process, summarize, and report financialinformation; and

 

(b)   Any fraud, whether or notmaterial, that involves management or other employees who have a significantrole in the small business issuer’s internal control over financial reporting.

 
| Date:  | November 14, 2005 |                        |   |
|--------|-------------------|-----------------------------|--------|
|   |              |                        |   |
|   |              | /s/ CHARLES TOWNSEND        |   |
|   |              | CHARLES TOWNSEND            |   |
|   |              | PRINCIPAL FINANCIAL OFFICER |   |

 

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