Attached files
file | filename |
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10-Q - PEERLESS SYSTEMS CORP | v205587_10q.htm |
EX-32.2 - PEERLESS SYSTEMS CORP | v205587_ex32-2.htm |
EX-10.1 - PEERLESS SYSTEMS CORP | v205587_ex10-1.htm |
EX-32.1 - PEERLESS SYSTEMS CORP | v205587_ex32-1.htm |
EX-31.1 - PEERLESS SYSTEMS CORP | v205587_ex31-1.htm |
EXHIBIT
31.2
CERTIFICATION
OF CHIEF FINANCIAL OFFICER
I, William R. Neil, certify
that:
1. I have reviewed this
quarterly report on Form 10-Q of Peerless Systems
Corporation;
2. Based on my knowledge, this
report does not contain any untrue statement of a material fact or omit to state
a material fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not misleading with respect
to the period covered by this report;
3. Based on my knowledge, the
financial statements, and other financial information included in this report,
fairly present in all material respects the financial condition, results of
operations and cash flows of the registrant as of, and for, the periods
presented in this report;
4. The registrant’s other
certifying officer(s) and I are responsible for establishing and maintaining
disclosure controls and procedures (as defined in Exchange Act
Rules 13a-15(e) and 15d-15(e) and internal control over financial reporting
(as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the
registrant and have:
(a) Designed such
disclosure controls and procedures, or caused such disclosure controls and
procedures to be designed under our supervision, to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the
period in which this report is being prepared;
(b) Designed such
internal control over financial reporting, or caused such internal control over
financial reporting to be designed under our supervision, to provide reasonable
assurance regarding the reliability of financial reporting and the preparation
of financial statements for external purposes in accordance with generally
accepted accounting principles;
(c) Evaluated the
effectiveness of the registrant’s disclosure controls and procedures and
presented in this report our conclusions about the effectiveness of the
disclosure controls and procedures, as of the end of the period covered by this
report based on such evaluation; and
(d) Disclosed in this
report any change in the registrant’s internal control over financial reporting
that occurred during the registrant’s most recent fiscal quarter (the
registrant’s fourth fiscal quarter in the case of an annual report) that has
materially affected, or is reasonably likely to materially affect, the
registrant’s internal control over financial reporting;
and
5. The registrant’s other
certifying officer(s) and I have disclosed, based on our most recent evaluation
of internal control over financial reporting, to the registrant’s auditors and
the audit committee of registrant’s board of
directors (or
persons performing the equivalent functions):
(a) All significant
deficiencies and material weaknesses in the design or operation of internal
control over financial reporting which are reasonably likely to adversely affect
the registrant’s ability to record, process, summarize and report financial
information; and
(b) Any fraud, whether
or not material, that involves management or other employees who have a
significant role in the registrant’s internal control over financial
reporting.
Date: December 15,
2010
/s/ William R. Neil
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Chief
Financial Officer
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