**Exhibit 31.2**

 

**CERTIFICATIONOF CHIEF FINANCIAL OFFICER**

 

I, Thomas Lim, certify that:

 

1.             Ihave reviewed this quarterly report on Form 10-QSB of Raining DataCorporation;

 

2.             Basedon my knowledge, this report does not contain any untrue statement of a materialfact or omit to state a material fact necessary to make the statements made, inlight of the circumstances under which such statements were made, notmisleading with respect to the period covered by this report;

 

3.             Basedon my knowledge, the financial statements, and other financial informationincluded in this report, fairly present in all material respects the financialcondition, results of operations and cash flows of the small business issuer asof, and for, the periods presented in this report;

 

4.             Thesmall business issuer’s other certifying officer(s) and I are responsiblefor establishing and maintaining disclosure controls and procedures (as definedin Exchange Act Rules 13a-15(e) and 15d-15(e)) for the small businessissuer and have:

 

(a)           Designed such disclosure controls and procedures, or caused suchdisclosure controls and procedures to be designed under our supervision, toensure that material information relating to the small business issuer,including its consolidated subsidiaries, 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 small business issuer’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 small business issuer’sinternal control over financial reporting that occurred during the smallbusiness issuer’s most recent fiscal quarter (the small business issuer’sfourth fiscal quarter in the case of an annual report) that has materiallyaffected, or is reasonably likely to materially affect, the small businessissuer’s internal control over financial reporting; and

 

5.             Thesmall business issuer’s other certifying officer(s) and I have disclosed,based on our most recent evaluation of internal control over financialreporting, to the small business issuer’s auditors and the audit committee ofthe small business issuer’s board of directors (or persons performing theequivalent functions):

 

(a)           All significant deficiencies and material weaknesses in the design oroperation of internal control over financial reporting which are reasonablylikely to adversely affect the small business issuer’s ability to record,process, summarize and report financial information; and

 

(b)           Anyfraud, whether or not material, that involves management or other employees whohave a significant role in the small business issuer’s internal control overfinancial reporting.

 
| Date:                   | November 14, 2007 |   |
|-------------------------|-------------------|--------|
|                    |
| /s/ Thomas Lim          |              |
|                    |
| Thomas Lim              |
| Chief Financial Officer |
|                         |                   |        |  |

 

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