Exhibit 31.2  -  SECTION 302 CERTIFICATION


                                  CERTIFICATION

I, Frank Arnone, certify that:

     1.   I have reviewed this report on Form 10-Q of Total Nutraceutical
Solutions;

     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.   I am 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 report is being
               prepared;

          b)   designed such internal control over financial reporting, or
               caused such internal 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 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.        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 registrant'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.


May 20, 2009
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/s/ Frank Arnone
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    Frank Arnone
    Chief Financial Officer


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