**Exhibit 31.2**

 

**Certification of Chief ExecutiveOfficer**

**Pursuant to Rules 13a-15(e) and15d-15(e)**

**Of the Securities Exchange Act of1934**

 

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

 

(1)           Ihave reviewed this Quarterly Report on Form 10-QSB for the quarter endedDecember 31, 2003 (the “Report”);

 

(2)           Basedon my knowledge, the Report does not contain any untrue statement of a materialfact or omit to state a material fact necessary in order to make the statementsmade, in light of the circumstances under which such statements were made, notmisleading; and

 

(3)           Basedon my knowledge, the financial statements, and other financial informationincluded in the Report, fairly present in all material respects the financialcondition and results of operations of the Company as of, and for, the periodsrepresented in the Report.

 

(4)           TheCompany’s other certifying officers and I are responsible for establishing andmaintaining disclosure controls and procedures (as defined in Exchange Rules13a-15(e) and 15d-15(e) for the Company and have:

 

(a)           designedsuch disclosure controls and procedures to ensure that material informationrelating to the Company, including its consolidated subsidiary, is made knownto us by others within those entities, particularly during the period in whichthis Report is being prepared;

 

(b)           evaluatedthe effectiveness of the Company’s disclosure controls and procedures andpresented in the Report our conclusions about the effectiveness of thedisclosure controls and procedures, as of the end of the period covered by theReport based on such evaluation; and

 

(c)           disclosedin the Report 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.

 

(5)           TheCompany’s other certifying officers and I have disclosed, based on our mostrecent evaluation of internal control over financial reporting, to theCompany’s auditors and to the audit committee of the board of directors (orpersons performing the equivalent functions):

 

(a)           allsignificant deficiencies and material weaknesses in the design or operation ofinternal control over financial reporting which are reasonably likely toadversely affect the Company’s ability to record, process, summarize and reportfinancial information; and

 

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(b)           anyfraud, whether or not material, that involves management or other employees whohave a significant role in the Company’s internal control over financialreporting.

 
| Dated:  February 12,  2004 |
|-------------------------------------------|
|                                      |   |
| By:                                       | /s/ Craig J. Smith |   |
|                                      | Craig  J. Smith |
|                                      | Vice  President - Finance and Administration and Chief Financial Officer |

 

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