**Exhibit 31.2**

 

**CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER PURSUANT TO**

**SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002**

# ** **

I, J. Keith Kitchen,Chief Financial Officer of Intellisync Corporation, certify that:

 

1.  I have reviewed this Quarterly Report on Form10-Q of Intellisync Corporation (the “Registrant”);

 

2.  Based on my knowledge, this Quarterly Reportdoes not contain any untrue statement of a material fact or omit to state amaterial fact necessary to make the statements made, in light of the circumstancesunder which such statements were made, not misleading with respect to theperiod covered by this Quarterly Report;

 

3.  Based on my knowledge, the financialstatements, and other financial information included in this Quarterly Report,fairly present in all material respects the financial condition, results ofoperations and cash flows of the registrant as of, and for, the periodspresented in this Quarterly Report;

 

4.  The Registrant’s other certifying officersand I are responsible for establishing and maintainingdisclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e)and 15d-15(e)) for the Registrant and we 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 registrant, including its consolidatedsubsidiaries, is made known to us by others within those entities, particularlyduring the period in which this Quarterly Report is being prepared;

 

b)             [Reserved];

 

c)              Evaluatedthe effectiveness of the Registrant’s disclosure controls and procedures andpresented in this report our conclusions about the effectiveness of thedisclosure controls and procedures, as of the end of the period covered by thisQuarterly Report based on such evaluation; and

 

d)             Disclosedin this Quarterly report any change in the Registrant’s internal control overfinancial reporting that occurred during the Registrant’s most recent fiscalquarter that has materially affected, or is reasonably likely to materiallyaffect, the Registrant’s internal control over financial reporting; and

 

5.  The Registrant’s other certifying officersand I have disclosed, based on our most recent evaluation of internal controlover financial reporting, to the Registrant’s auditors and the audit committeeof the Registrant’s board of directors (or persons performing the equivalentfunction):

 

a)              All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’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 a significant role in the registrant’s internal control over financial reporting.

 

 

Dated: June 9, 2005

 
| /s/  J. KEITH KITCHEN     |   |   |   |
|---------------------------|--------|--------|--------|
| **J. Keith Kitchen**      |   |   |
| *Chief Financial Officer* |   |   |

 

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