**Exhibit 31.2**

 

**CERTIFICATIONS**

 

I, Fred W. Raybourn, certify that:

 

1.                                       I have reviewed this annual report on Form 10-KSB of Western Feed Mills,Inc.;

 

2.                                       Based on my knowledge, this annual report does not contain any untruestatement of a material fact or omit to state a material fact necessary to makethe statements made, in light of the circumstances under which such statementswere made, not misleading with respect to the period covered by this annualreport.

 

3.                                       Based on my knowledge, the financial statements, and other financialinformation included in this annual report, fairly present in all materialrespects the financial condition, results of operations and cash flows of theregistrant as of, and for, the periods presented in this annual report.

 

4.                                       The registrant’s other certifying officers and I are responsible forestablishing and maintaining disclosure controls and procedures (as defined inExchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

 

a)                                      designed such disclosure controls and procedures to ensure that materialinformation relating to the registrant, including its consolidatedsubsidiaries, is made known to us by others within those entities, particularlyduring the period in which this annual report is being prepared;

 

b)                                     evaluated the effectiveness of the registrant’s disclosure controls andprocedures as of a date within 90 days prior to the filing date of this annualreport (the “Evaluation Date”); and

 

c)                                      presented in this annual report our conclusions about the effectivenessof the disclosurecontrols and procedures based on our evaluation of the Evaluation Date;

 

5.                                       The registrant’s other certifying officers and I have disclosed, based onour most recent evaluation, to the registrant’s auditors and the auditcommittee of registrant’s board of directors (or persons performing theequivalent function):

 

a)                                      all significant deficiencies in the design or operation of internalcontrols which could adversely affect the registrant’s ability to record,process, summarize and report financial data and have identified for theregistrant’s auditors any material weaknesses in internal controls; and

 

b)                                     any fraud, whether or not material, that involves management or otheremployees who have a significant role in the registrant’s internal controls;and

 

----

 

6.                                       The registrant’s other certifying officers and I have indicated in thisannual report whether or not there were significant changes in internalcontrols or in other factors that could significantly affect internal controlssubsequent to the date of our most recent evaluations, including any correctiveactions with regard to significant deficiencies and material weaknesses.

 

Date: March 29, 2004

 

 
|   | /s/ Fred W. Raybourn           |   |
|--------|--------------------------------|--------|
|   | Fred W. Raybourn               |
|   | Chief   Financial Officer |
|   | (Principal Financial Officer)  |

 

----