**Exhibit 31.2**

 

**Certification of Chief ExecutiveOfficerPursuant to Rules 13a-15(e) and 15d-15(e)Of the Securities Exchange Act of 1934**

 

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

 

(1)                                  I have reviewed this Quarterly Report onForm 10-QSB for the quarter ended March 31, 2004 (the “Report”);

 

(2)                                  Based on my knowledge, the Report doesnot contain any untrue statement of a material fact or omit to state a materialfact 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 the 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 certifying officersand I are responsible for establishing and maintaining disclosure controls andprocedures (as defined in Exchange Rules 13a-15(e) and 15d-15(e)) for theCompany and have:

 

(a)                                  designed such disclosure controls andprocedures, or caused such disclosure controls and procedures to be designedunder our supervision, to ensure that material information relating to theCompany, including its consolidated subsidiary, is made known to us by otherswithin those entities, particularly during the period in which this Report isbeing prepared;

 

(b)                                 evaluated the effectiveness of theCompany’s disclosure controls and procedures and presented in the Report ourconclusions about the effectiveness of the disclosure controls and procedures,as of the end of the period covered by the Report based on such evaluation; and

 

(c)                                  disclosed in the Report any change in theCompany’s internal control over financial reporting that occurred during theCompany’s most recent fiscal quarter that has materially affected, or isreasonably likely to materially affect, the Company’s internal control overfinancial reporting.

 

(5)                                  The Company’s other certifying officersand I have disclosed, based on our most recent evaluation of internal controlover financial reporting, to the Company’s auditors and to the audit committeeof the board of directors (or persons performing the equivalent functions):

 

(a)                                  all significant deficiencies and materialweaknesses 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

 

 (b)                              any fraud, whether or not material, thatinvolves management or other employees who have a significant role in theCompany’s internal control over financial reporting.

 

Dated:             May 14, 2004

 

 
| By:    | /s/ Craig J. Smith                                                             |   |
|--------|--------------------------------------------------------------------------------|--------|
|   |  Craig J. Smith                                                           |
|   |  Vice President - Finance and Administration  and Chief Financial Officer |

 

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