**EXHIBIT 31.2**

 

**CERTIFICATION PURSUANT TO RULE 13a-14(a)/15d-14(a)**

**OF THE SECURITIES EXCHANGE ACT OF 1934**

 

In connection with the Annual Report of eDiets.com, Inc. (the “Company”) on Form 10-KSB/A for the year ended December 31, 2002, as filed withthe Securities and Exchange Commission on the date hereof, I, Robert T. Hamilton, the Chief Financial Officer of the Company, certify, pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, that: 

 

1. I have reviewed the Annual Report on Form 10-KSB/A of the Company for theyear ended December 31, 2002; 

 

2. Based on my knowledge, thisreport 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 periodcovered by this report; 

 

3. Based on my knowledge, thefinancial 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 inthis report; 

 

4. The small business issuer’s othercertifying 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 have: 

 

(a) designed such disclosure controls and procedures, or caused suchdisclosure 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 theperiod 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 (the small business issuer’s fourthfiscal 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. The small business issuer’s other certifying officer and I havedisclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer’s auditors and audit committee of the small business issuer’s board of directors (or persons performing theequivalent functions): 

 

(a) all significant deficiencies andmaterial 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 asignificant role in the small business issuer’s internal control over financial reporting. 

 

Date: October 9, 2003 

 
By: 
/s/ Robert T. Hamilton

Name: Robert T. Hamilton

Title: Chief Financial Officer