Exhibit 31.2

                                  CERTIFICATION

I, Joe F. Ogburn, the Vice President,  Treasurer and Principal Financial Officer
of RSI Holdings, Inc., certify that:

1.   I have reviewed this quarterly report on Form 10-QSB of RSI Holdings, Inc.;

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.   The  small  business   issuers's  other  certifying   officers  and  I  are
     responsible  for  establishing  and  maintaining  disclosure  controls  and
     procedures  (as  defined in Exchange  Act Rules  13a-14 and 15d-14) 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)  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
     c)  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 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 officers 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 the small business  issuers'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 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: January 12, 2004               /s/ Joe F. Ogburn
                                    ------------------
                                    Joe F. Ogburn, Vice President,
                                    Treasurer, and Principal Financial Officer