Exhibit 31.2

CERTIFICATION PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Donald W. Prosser, certify that:

1. I
have reviewed this annual report on Form 10-KSB of VCG Holding Corp. for the fiscal period ended December 31, 2007;

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 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)) for the small business issuer and we have:



| | (a) | designed such disclosure controls and procedures to ensure that material information relating to the small business issuer, including its consolidated subsidiary, is made known to
us by others within that entity, 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 fourth fiscal
quarter that has materially affected, or is reasonably likely to materially affect, the small business issuers internal control over financial reporting;
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

5. The small business issuers other certifying officer and I have disclosed, based on our most recent evaluation, to the small business
issuers auditors and the audit committee of small business issuers Board of Directors:



| | (a) | all significant deficiencies in the design or operation of the internal controls which could adversely affect the small business issuers ability to record, process, summarize
and report financial data and have identified for the small business issuers auditors any material weaknesses in internal controls; 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 controls.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------



|                     |  |                                                                                               
|-------------------- |  | ----------------------------------------------------------------------------------------------
|Date: April 15, 2008 |  | /S/    DONALD W.
PROSSER                                                                      
|                     |  | Donald W. Prosser Interim Chief Financial and Accounting Officer (Principal Financial
Officer)