Exhibit 31(b)

 

 

**CERTIFICATION PURSUANT TO EXCHANGE ACTRULES 13a-14(a) AND 15d-14(a) OF THE CHIEF FINANCIAL OFFICER**

** **

I, James E. McDonald, certify that:

 

1. I have reviewed this Quarterly Report on Form 10-Q of RockyBrands, Inc.;

 

2. Based on my knowledge, this report does not contain any untruestatement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstancesunder 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 otherfinancial information included in this report, fairly present in all material respects the financial condition, results of operationsand cash flows of the registrant as of, and for, the periods presented in this report;

 

4. The registrant's other certifying officer(s) and I are responsiblefor 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 registrant andhave:

 

a. Designed such disclosure controls and procedures, or causedsuch disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to theregistrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during theperiod 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 assuranceregarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordancewith generally accepted accounting principles;

 

c. Evaluated the effectiveness of the registrant's disclosurecontrols 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 registrant’sinternal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materiallyaffected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5. The registrant's other certifying officer(s) and I have disclosed,based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committeeof registrant's board of directors (or persons performing the equivalent function):

 

a. All significant deficiencies and material weaknesses in thedesign or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant'sability to record, process, summarize and report financial information; and

 

b. Any fraud, whether or not material, that involves managementor other employees who have a significant role in the registrant's internal controls over financial reporting.

 

Date: July 27, 2012

/s/ James E. McDonald

James E. McDonald

Executive Vice President and Chief Financial Officer