**Exhibit 31.2**

 

**CERTIFICATIONS**

 

I, William C.Bousema, Chief Financial Officer and Senior Vice President, certify that:

 

1. I have reviewed this annual report on Form 10-KSB of PrimalSolutions, Inc.;

 

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omitto state a material fact necessary to make the statements made, in light of thecircumstances under which such statements were made, not misleading withrespect to the period covered by this report;

 

3. Based on my knowledge, the financial statements, and other financialinformation included in this  report,fairly present in all material respects the financial condition, results ofoperations and cash flows of the small business issuer as of, and for, the periodspresented in this  report;

 

4. The small business issuer’s other certifying officers and I areresponsible for establishing and maintaining disclosure controls and procedures(as defined in 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.              Evaluatedthe effectiveness of the small business issuer’s disclosure controls andprocedures and presented in this report our conclusions about the effectivenessof the disclosure controls and procedures, as of the end of the period coveredby this report based on such evaluation; and

 

c.               Disclosedin this report any change in the small business issuer’s internal control overfinancial reporting that occurred during the small business issuer’s mostrecent fiscal quarter (the small business issuer’s fourth fiscal quarter in thecase of an annual report) that has materially affected, or is reasonably likelyto materially affect, the small business issuer’s internal control overfinancial reporting; and

 

5. The small business issuer’s other certifying officer(s) and I havedisclosed, based on our most recent evaluation of internal controlover financial reporting, to the small business issuer’s auditors and the auditcommittee of the small business issuer’s board of directors (or personsperforming the equivalent functions):

 

a.               Allsignificant deficiencies and material weaknesses in the design or operation of internalcontrol over financial reporting which are reasonably likely to adverselyaffect the small business issuer’s ability to record, process, summarize andreport 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: March 31, 2005 |                                        |
|----------------------|---------------------------------------------|
|                 |                                        |
|                 | /s/ William  C. Bousema                     |   |
| ** **           | **William  C. Bousema**                     |
| ** **           | **Chief Financial Officer and Senior Vice** |
| ** **           | **President and Secretary**                 |
| ** **           | **Primal Solutions, Inc.**                  |

 

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