CERTIFICATIONS
                                                                    EXHIBIT 31.2
                                                                    ------------

I, James Klein, certify that:

1.    I have reviewed this annual report on Form 10-KSB of Vitalstate, Inc.

2.    Based on my knowledge, this annual 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 annual report;

3.    Based on my knowledge, the financial statements, and other financial
      information included in this quarterly 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 annual report;

4.    The small business issuer's other certifying officer 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)) and internal
      control over financial reporting (as defined in Exchange Act Rules
      13a-15(f) and 15d-15(f)) 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 annual
      report is being prepared;

b.    Designed such internal control over financial reporting, or caused such
      control over financial reporting to be designed under our 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 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

d.    Disclosed in this report any change in the small business issuer's
      internal control over financial reporting that occurred during the period
      covered by this 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 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 small business issuer's board of directors (or persons performing the
      equivalent functions):

a.    All significant deficiencies and material weakness 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 29, 2004              /s/ James Klein
                                        ----------------------------------
                                        James Klein
                                        Principal Financial Officer