**Exhibit 31.2**

 

**CERTIFICATION OF PRINCIPAL ACCOUNTING OFFICER PURSUANT TO RULE13A-14(a)OR 15D-14(a) OF THE SECURITIES EXCHANGE ACT OF 1934, AS ADOPTEDPURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002**

 

I, DavidS.G. MacKenzie, certify that:

 

1. I havereviewed this report on Form 10-KSB of Tripath Technology Inc.;

 

2. Based onmy knowledge, this report does not contain any untrue statement of a materialfact or omit to state a material fact necessary to make the statements made, inlight of the circumstances under which such statements were made, notmisleading with respect to the period covered by this report;

 

3. Based onmy knowledge, the financial statements, and other financial informationincluded in this report, fairly present in all material respects the financialcondition, results of operations and cash flows of the small business issuer asof, and for, the periods presented in this report;

 

4. Thesmall business issuer’s other certifying officer(s) and I are responsiblefor establishing and maintaining disclosure controls and procedures (as definedin Exchange Act Rules 13a-15(e) and 15d-15(e)) for the small businessissuer and have:

 

a. Designedsuch disclosure controls and procedures, or caused such disclosure controls andprocedures to be designed under our supervision, to ensure that materialinformation relating to the small business issuer, including its consolidatedsubsidiaries, is made known to us by others within those entities, particularlyduring the period in which this report is being prepared;

 

b.[Intentionally omitted];

 

c.Evaluated the effectiveness of the small business issuer’s disclosure controlsand procedures and presented in this report our conclusions about theeffectiveness of the disclosure controls and procedures, as of the end of theperiod covered by this report based on such evaluation; and

 

d.Disclosed in this report any change in the small business issuer’s internalcontrol over financial reporting that occurred during the small business issuer’smost recent fiscal quarter (the small business issuer’s fourth fiscal quarterin the case of an annual report) that has materially affected, or is reasonablylikely to affect, the small business issuer’s internal control over financialreporting; and

 

5. Thesmall business issuer’s other certifying officer(s) and I have disclosed,based on our most recent evaluation of internal control over financialreporting, to the small business issuer’s auditors and the audit committee ofsmall business issuer’s board of directors (or persons performing theequivalent functions):

 

a. Allsignificant deficiencies and material weaknesses in the design or operation ofinternal control over financial reporting which are reasonably likely toadversely affect the small business issuer’s ability to record, process,summarize and report financial information; and

 

b. Anyfraud, whether or not material, that involves management or other employees whohave a significant role in the small business issuer’s internal control overfinancial reporting.

 

Date:  April 24, 2008

 

 
|   | /s/ David S.G. MacKenzie    |
|--------|-----------------------------|
|   | David S.G. MacKenzie        |
|   | Principal Financial Officer |

 

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