**Exhibit31.2**

 

**CERTIFICTIONOF PRINCPAL EXECUTIVE OFFICER**

 

I Marcus Feder, Chief Financial Officer, certify that:

 

1.               I have reviewed this Annual Report onForm 10-KSB/A of Vital Living, Inc.;

 

2.               Based on my knowledge, this report doesnot 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.               Based on my knowledge, the financialstatements, and other financial information included in this report, fairlypresent in all material respects the financial conditions, results ofoperations and cash flows of the small business issuer as of, and for, theperiods presented in this report.

 

4.               The small business issuer’s othercertifying officer(s) and I are responsible for establishing and maintainingdisclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e)and 15d-15(e)) and internal control over financial reporting (as defined inExchange Act Rules 13a-15(f) and 15d-15(f)) for the small business issuer andhave:

 

a.               Designed such disclosure controls andprocedures, or caused such disclosure controls and procedures to be designedunder our supervision, to ensure that material information relating to thesmall business issuer, including its consolidated subsidiaries, is made knownto us by others within those entities, particularly during the period in whichthis report is being prepared;

 

b.              Designed such internal control overfinancial reporting, or caused such internal control over financial reportingto be designed under our supervision, to provide reasonable assurance regardingthe reliability of financial reporting and the preparation of financialstatements for external purposes in accordance with generally acceptedaccounting principles

 

c.               Evaluated the effectiveness of the smallbusiness issuer’s disclosure controls and procedures and presented in thisreport our conclusions about the effectiveness of the disclosure controls andprocedures, as of the end of the period covered by this report based on suchevaluation; and

 

d.              Disclosed in this report any change inthe small business issuer’s internal control over financial reporting that occurredduring the small business issuer’s most recent fiscal quarter (the smallbusiness issuer’s fourth fiscal quarter in the case of an annual report) thathas materially affected, or is

 

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reasonably likely to materially affect, the small business issuer’sinternal control over financial reporting; and

 

5.               The small business issuer’s othercertifying officer(s) and I have disclosed, based on our most recent evaluationof internal control over financial reporting, to the small business issuer’sauditors and the audit committee of the small business issuer’s board ofdirectors (or persons performing the equivalent functions):

 

a.               All significant deficiencies andmaterial 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 not material, thatinvolves management or other employees who have a significant role in the smallbusiness issuer’s internal control over financial reporting.

 

 
|   | /s/ Marcus Feder               |   | Dated:  May 17, 2004 |
|--------|--------------------------------|--------|---------------------------|
|   | Marcus Feder                   |   |
|   | Chief Financial Officer        |   |
|   | (Principal Accounting Officer) |   |

 

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