**EXHIBIT 31.2**

 

**CERTIFICATIONOF CHIEF FINANCIAL OFFICER**

 

I,Mary Pat O’Halloran, certify that:

 

1.               I have reviewed this annual report onForm 10-KSB of VitaCube Systems Holdings, Inc.;

 

2.               Based on my knowledge, this report doesnot contain 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 report.

 

3.               Based on myknowledge, the financial statements, and other financial information includedin this report, fairly present in all material respects the financialcondition, results of operations and cash flows of the small business issuer asof, and for, the periods presented in this report;

 

4.               The small businessissuer’s other certifying officer(s) and I are responsible for establishing andmaintaining disclosure controls and procedures (as defined in Exchange ActRules 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 smallbusiness issuer and have:

 

(a.)       Designedsuch disclosure controls and procedures, or caused such disclosure controls andprocedures to be designed under our supervision, to ensure that materialinformation relating to the small business issuer, including its consolidatedsubsidiaries, is made known to us by others within those entities, particularlyduring the period in which this report is being prepared;

 

(b.)      Evaluatedthe effectiveness of the small business issuer’s disclosure controls andprocedures and presented in this report our conclusions about the effectivenessof the disclosure controls and procedures, as of the end of the period coveredby this report based on such evaluation; and

 

(c.)       Disclosedin this report any change in the small business issuer’s internal control overfinancial reporting that occurred during the small business issuer’s mostrecent fiscal quarter (the small business issuer’s fourth fiscal quarter in thecase of an annual report) that has materially affected, or is reasonably likelyto materially affect, the small business issuer’s internal control overfinancial reporting; and

 

5.               The small businessissuer’s other certifying officer(s) and I have disclosed, based on our mostrecent evaluation of internal control over financial reporting, to the smallbusiness issuer’s auditors and the audit committee of the small business issuer’sboard of directors (or persons performing the equivalent functions):

 

(a)               All significantdeficiencies and material weaknesses in the design or operation of internalcontrol over financial reporting which are reasonably likely to adverselyaffect the small business issuer’s ability to record, process, summarize and reportfinancial information; and

 

(b)              Any fraud, whetheror not material, that involves management or other employees who have asignificant role in the small business issuer’s internal control over financialreporting.

 

Date: March 4, 2005

 
|   | /s/ *Mary Pat O’Halloran* |   |
|--------|--------------------------------|--------|
|   | Mary  Pat O’Halloran      |
|   | Chief Financial Officer        |

 

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