**Exhibit 31.2**

 

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

 

I, David D. Smith, certifythat:

 

1.             I have reviewed this annual report on Form 10-K/Aof Koss Corporation;

 

2.             Based on my knowledge, this report does not contain anyuntrue statement of a material fact or omit to state a material fact necessaryto make the statements made, in light of the circumstances under which suchstatements were made, not misleading with respect to the period covered by thisreport;

 

3.             Based on my knowledge, the consolidated financialstatements, and other financial information included in this report, fairlypresent in all material respects the financial condition, results of operationsand cash flows of the registrant as of, and for, the periods presented in thisreport;

 

4.             I am responsible for establishing and maintainingdisclosure controls and procedures (as defined in Exchange ActRules 13(a)-15(e) and 15(d)-15(e)) and internal control overfinancial reporting (as defined in Exchange Act Rules 13(a)-15(f) and15(d)-15(f)) for the registrant and have:

 

a) designed such disclosurecontrols and procedures, or caused such disclosure controls and procedures tobe designed under my supervision, to ensure that material information relatingto the registrant, including its consolidated subsidiary, is made known to meby others within those entities, particularly during the period in which thisreport is being prepared;

 

b) designed such internalcontrol over financial reporting, or caused such internal control overfinancial reporting to be designed under my supervision, to provide reasonableassurance regarding the reliability of financial reporting and the preparationof consolidated financial statements for external purposes in accordance withgenerally accepted accounting principles;

 

c) evaluated theeffectiveness of the registrant’s disclosure controls and procedures andpresented in this report my conclusions about the effectiveness of thedisclosure controls and procedures, as of the end of the period covered by thisreport based on such evaluation; and

 

d) disclosed in this reportany change in the registrant’s internal control over financial reporting thatoccurred during the registrant’s most recent fiscal quarter (the registrant’sfourth fiscal quarter in the case of an annual report) that has materiallyaffected, or is reasonably likely to materially affect, the registrant’sinternal control over financial reporting; and

 

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5.             I have disclosed, based on my most recent evaluation ofinternal control over financial reporting, to the registrant’s auditors and theaudit committee of the registrant’s board of directors (or persons performingthe equivalent functions):

 

a) all significantdeficiencies and material weaknesses in the design or operation of internalcontrol over financial reporting which are reasonably likely to adverselyaffect the registrant’s ability to record, process, summarize and reportfinancial information; and

 

b) any fraud, whether or notmaterial, that involves management or other employees who have a significantrole in the registrant’s internal control over financial reporting.

 
| Date: June 30, 2010      |   |
|-------------------------------|--------|
|                          |   |
| /s/ David D. Smith            |   |
|                          |   |
| David D. Smith                |   |
| Executive Vice President  and |   |
| Chief Financial Officer       |   |

 

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