**Exhibit 31.2**

 

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

 

I, Craig J. Smith, Vice President – Finance and Administration and ChiefFinancial Officer of Time America, Inc. (the “Company”), certify that:

 

(1)           I have reviewed this Annual Report on Form 10-KSB forthe fiscal year ended June 30, 2005 (the “Report”);

 

(2)           Based on my knowledge, the Report does not contain anyuntrue statement of a material fact or omit to state a material fact necessaryin order to make the statements made, in light of the circumstances under whichsuch statements were made, not misleading with respect to the period covered bythis Report; and

 

(3)           Based on my knowledge, the financial statements, and otherfinancial information included in the Report, fairly present in all materialrespects the financial condition and results of operations of the Company asof, and for, the periods represented in the Report.

 

(4)           The Company’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 theCompany and have:

 

(a)           designed such disclosure controls and procedures, orcaused such disclosure controls and procedures to be designed under oursupervision, to ensure that material information relating to the Company,including its consolidated subsidiaries, is made known to us by others withinthose entities, particularly during the period in which the Report is beingprepared;

 

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

 

(c)           disclosed in this Report any change in the Company’sinternal control over financial reporting that occurred during the Company’smost recent fiscal quarter that has materially affected, or is reasonably likelyto materially affect, the Company’s internal control over financial reporting;and

 

(5)           The Company’s other certifying officers and I havedisclosed, based on our most recent evaluation of internal control overfinancial reporting, to the Company’s auditors and to the audit committee ofthe board of directors (or persons fulfilling the equivalent function):

 

(i)            all significant deficiencies in the design or operationof internal control over financial reporting which are reasonably likely toadversely affect the Company’s ability to record, process, summarize and reportfinancial information; and

 

(ii)           any fraud, whether or not material, that involvesmanagement or other employees who have a significant role in the Company’sinternal control over financial reporting.

 

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| Dated: September 28, 2005 |
|-------------------------------------|
|                                |
| By:                                 | /s/ Craig J. Smith |   |   |
|                                | Craig J. Smith |   |
|                                | Vice President - Finance and Administration and Chief Financial  Officer |   |

 

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