**U.S. SECURITIES AND EXCHANGE COMMISSION**

**Washington, D.C. 20549**

 

**FORM 10-QSB/A**

**(AmendmentNo. 2)**

 

**x****                             ****QUARTERLY REPORT UNDER SECTION 13OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**

 

**For the quarterly period ended March 31, 2006**

 

**o****                                ****TRANSITION REPORT UNDER SECTION 13OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**

 

**For the transition period from                         to                          **

 

**Commission File number 001-10320**

 

**Time America, Inc.**

(Exact name of small businessissuer as specified in its charter)

 

| **Nevada**                                                       | ** ** | **13-3465289**                         |
|------------------------------------------------------------------|------------|----------------------------------------|
| (State or  other jurisdiction of  incorporation of organization) |       | (I.R.S.  Employer  Identification No.) |

 

**8840 EastChaparral Road, Suite 100, Scottsdale, AZ 85250**

(Address of principal executiveoffices)

 

**(480)296-0400**

(Issuer’s telephone number)

 

**N/A**

(Former name, former addressand former fiscal year, if changed since last report)

 

Check whether the issuer: (1) filed all reports required to befiled by Section 13 or 15(d) of the Exchange Act during the past 12months (or for such shorter period that the registrant was required to filesuch reports), and (2) has been subject to such filing requirements forthe past 90 days. Yes   x   No    o

 

Indicate by check mark whether the registrant is a shell company (asdefined in Rule 12b-2 of the Exchange Act.)   Yes   o   No   x

 

State the number of shares outstanding of each of the issuer’s classesof common equity, as of the latest practicable date: On July 27, 2006, theissuer had outstanding 15,004,404 shares of Common Stock, par value $.005 pershare.

 

Transitional Small Business Disclosure Format:  Yes o    No x

 

 

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**ExplanatoryNote**

 

We are filing this Amendment No. 2 to our Quarterly Report on Form 10-QSBfor the quarterly period ended March 31, 2006 for the purpose of updating theexhibit index to indicate that portions of a referenced exhibit have beenomitted pursuant to a request for confidential treatment filed with theSecurities and Exchange Commission and to refile an exhibit to amend thepreviously included legend to make clear that the text omitted was filedseparately with the Securities and Exchange Commission. In addition, we haveamended Item 6 of Part II to reflect the filing of updatedcertifications pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906of the Sarbanes-Oxley Act of 2002, and we have filed certifications pursuant toRules 13a-14(a) and 15d-14(a) under the Securities Exchange Actof 1934, as amended. Other than the changes regarding the restatement andrelated disclosures, no other information in this Amendment No. 2 has beenupdated to reflect any subsequent information or events since the originalfiling of this Form 10-QSB on May 10, 2006, as amended by AmendmentNo. 1 to this Form 10-QSB, filed on July 31, 2006.

 

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##### **PART II – OTHERINFORMATION**

##### ** **

**Item1. Legal Proceedings.**

** **

The Company isfrom time to time involved in legal proceedings arising from the normal courseof business. As of the date of this report, the Company is not currentlyinvolved in any legal proceedings.

 

**Item6. Exhibits and Reports on Form 8-K.**

** **

(a)                                  The followingexhibits are filed herewith pursuant to Regulation S-B.

 
| 10.1   |   | Asset  Purchase Agreement, dated April 12, 2006 between Time America, Inc. and  Unitime Systems, Inc. (*) |
|--------|--------|-----------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                      |
| 31.1   |   | Section 302 Certification of Chief  Executive Officer                                                |
|   |   |                                                                                                      |
| 31.2   |   | Section 302 Certification of Chief  Financial Officer                                                |
|   |   |                                                                                                      |
| 32     |   | Section 906 Certifications                                                                           |

 

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(*)Portions of the referencedexhibit have been omitted pursuant to a request for confidential treatmentfiled with the Securities and Exchange Commission.

 

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**SIGNATURES**

 

In accordancewith the requirements of the Securities Exchange Act of 1934, the registrantcaused this report to be signed on its behalf by the undersigned, thereuntoduly authorized.

 
|                    | TIME AMERICA, INC.      |
|-------------------------|------------------------------|
|                    |                         |
|                    |                         |
| Dated: December 1, 2006 |                         |
|                    | By                           | /s/ Thomas J. Klitzke |   |
|                    | Thomas J. Klitzke            |
|                    | Principal Accounting Officer |

 

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