**Exhibit 31.2**

 

CERTIFICATION OF CHIEFFINANCIAL OFFICERPURSUANT TO RULES 13A-14 AND 15D-14OF THE SECURITIES EXCHANGE ACT OF 1934

 

I, Craig J. Smith, VicePresident – Finance and Administration and Chief Financial Officer of TimeAmerica, Inc. (the “Company”), certify that:

 

(1)           I have reviewed this Annual Report onForm 10-KSB for the fiscal year ended June 30, 2004 (the “Report”);

 

(2)           Based on my knowledge, the Reportdoes not contain any untrue statement of a material fact or omit to state amaterial fact necessary in order 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; and

 

(3)           Based on my knowledge, the financialstatements, and other financial information included in the Report, fairlypresent in all material respects the financial condition and results ofoperations of the Company as of, and for, the periods represented in theReport.

 

(4)           The Company’s other certifyingofficers and I are responsible for establishing and maintaining disclosurecontrols and procedures (as defined in Exchange Act Rules 13a-15(e) and15d-15(e)) for the Company and have:

 

(a)           designed suchdisclosure controls and procedures, or caused such disclosure controls andprocedures to be designed under our supervision, to ensure that materialinformation relating to the Company, including its consolidated subsidiaries,is made known to us by others within those entities, particularly during theperiod in which the Report is being prepared;

 

(b)           evaluated theeffectiveness of the Company’s disclosure controls and procedures and presentedin this Report our conclusions about the effectiveness of the disclosurecontrols and procedures, as of the end of the period covered by this Reportbased on such evaluation; and

 

(c)           disclosed in thisReport any change in the Company’s internal control over financial reportingthat occurred during the Company’s most recent fiscal quarter that hasmaterially affected, or is reasonably likely to materially affect, theCompany’s internal control over financial reporting; and

 

(5)           The Company’s other certifyingofficers and I have disclosed, based on our most recent evaluation of internalcontrol over financial reporting, to the Company’s auditors and to the auditcommittee of the board of directors (or persons fulfilling the equivalentfunction):

 

(i)            all significantdeficiencies in the design or operation of internal control over financialreporting which are reasonably likely to adversely affect the Company’s abilityto record, process, summarize and report financial information; and

 

(ii)           any fraud, whetheror not material, that involves management or other employees who have asignificant role in the Company’s internal control over financial reporting.

 
| Dated:                                                                   | September 28, 2004 |
|--------------------------------------------------------------------------|--------------------|
|                                                                     |               |
| By:                                                                      |               | /s/ Craig J. Smith |   |
| Craig J. Smith                                                           |
| Vice  President - Finance and Administration and Chief Financial Officer |
|                                                                          |                    |  |  |

 

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