EX-31.2 3 file003.htm CFO CERTIFICATION


                                                                    EXHIBIT 31.2

                                ORTHOMETRIX, INC.
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                           FORM 10-QSB MARCH 31, 2005
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                                 CERTIFICATIONS


     I, Neil H. Koenig, certify that:

1.   I have reviewed this quarterly report on Form 10-QSB of Orthometrix, Inc.;

2.   Based on my knowledge, this quarterly 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 quarterly report;

3.   Based on my knowledge, the financial statements, and other financial
     information included in this quarterly 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
     quarterly report;

4.   The registrant's other certifying officers 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)) for the registrant and have:

     a)  designed such disclosure controls and procedures, or cause such
         disclosure controls and procedures to be designed under our
         supervision, to ensure that material information relating to the
         registrant, including consolidated subsidiaries is made known to us, by
         others within these entities particularly during the period in which
         this quarterly report is being prepared

     b)  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

     c)  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 that has materially affected, or is
         reasonably likely to materially affect, the registrant's internal
         control over financing and reporting; and



5.   The registrant's other certifying officers 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 weakness in the design or
         operation of internal control over financial reporting which are
         reasonably likely to adversely effect 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
         controls over financial reporting.



Date:  May 13, 2005                             /s/ Neil H. Koenig
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                                                Neil H. Koenig
                                                Chief Financial Officer