**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 andAdministration and Chief Financial Officer of Time America, Inc. (the “Company”),certify that:

 

(1)                                  I have reviewed this Quarterly Report on Form10-QSB for the quarter ended December 31, 2004 (the “Report”);

 

(2)                                  Based on my knowledge, the Report does not containany untrue statement of a material fact or omit to state a material factnecessary in order to make the statements made, in light of the circumstancesunder which such statements were made, not misleading with respect to theperiod covered by the Report; and

 

(3)                                  Based on my knowledge, the financial statements,and other financial information included in the Report, fairly present in allmaterial respects the financial condition and results of operations of theCompany as of, 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 Rules 13a-15(e) and 15d-15(e)) for the Company andhave:

 

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

 

(b)                                 evaluated the effectiveness of the Company’sdisclosure controls and procedures and presented in the Report our conclusionsabout the effectiveness of the disclosure controls and procedures, as of theend of the period covered by the Report based on such evaluation; and

 

(c)                                  disclosed in the 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.

 

(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 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, that involvesmanagement or other employees who have a significant role in the Company’sinternal control over financial reporting.

 

Dated:             February 14, 2005

 

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

 

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