**Exhibit 31.2**

 

**Certification of ChiefFinancial OfficerPursuant to Section 302 of the Sarbanes-Oxley Act of 2002**

 

I,David D. Smith, certify that:

 

1.                                       I have reviewed this annual report on Form 10-K/A of KossCorporation;

 

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 makethe statements made, in light of the circumstances under which such statementswere made, not misleading with respect to the period covered by this report;

 

3.                                       Based on my knowledge, the consolidated financial statements, and otherfinancial information included in this report, fairly present in all materialrespects the financial condition, results of operations and cash flows of theregistrant as of, and for, the periods presented in this report;

 

4.                                       I am responsible for establishing and maintaining disclosure controlsand procedures (as defined in Exchange Act Rules 13(a)-15(e) and15(d)-15(e)) and internal control over financial reporting (as defined inExchange Act Rules 13(a)-15(f) and 15(d)-15(f)) for the registrantand have:

 

a)designed such disclosure controls and procedures, or caused such disclosurecontrols and procedures to be designed under my supervision, to ensure thatmaterial information relating to the registrant, including its consolidatedsubsidiary, is made known to me by others within those entities, particularlyduring the period in which this report is being prepared;

 

b)designed such internal control over financial reporting, or caused suchinternal control over financial reporting to be designed under my supervision,to provide reasonable assurance regarding the reliability of financialreporting and the preparation of consolidated financial statements for externalpurposes in accordance with generally accepted accounting principles;

 

c)evaluated the effectiveness of the registrant’s disclosure controls andprocedures and presented in this report my conclusions about the effectivenessof the disclosure controls and procedures, as of the end of the period coveredby this report based on such evaluation; and

 

d)disclosed in this report any change in the registrant’s internal control overfinancial reporting that occurred during the registrant’s most recent fiscalquarter (the registrant’s fourth fiscal quarter in the case of an annualreport) that has materially affected, or is reasonably likely to materiallyaffect, the registrant’s internal control over financial reporting; and

 

5.                                       I have disclosed, based on my most recent evaluation of internalcontrol over financial reporting, to the registrant’s auditors and the auditcommittee of the registrant’s board of directors (or persons performing theequivalent functions):

 

a)all significant deficiencies and material weaknesses in the design or operationof internal control over financial reporting which are reasonably likely toadversely affect the registrant’s ability to record, process, summarize andreport financial information; and

 

b)any fraud, whether or not material, that involves management or other employeeswho have a significant role in the registrant’s internal control over financialreporting.

 
| Date: October 12, 2010  |   |
|------------------------------|--------|
|                         |   |
| /s/ David D. Smith           |   |
|                         |   |
| David D. Smith               |   |
| Executive Vice President and |   |
| Chief Financial Officer      |   |

 

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