July 15, 2005

Securities and Exchange Commission
Division of Corporate Finance
Mail Stop 6010
450 Fifth Street, NW
Washington, DC 20549

RE:  ORTHOMETRIX, INC.
     FORM 10-KSB FOR THE YEAR ENDED DECEMBER 31, 2004
     FORM 10-QSB FOR THE QUARTER ENDED MARCH 31, 2005
     FILE NO. 000-26206

Dear Sir or Madam:

Reference is hereby made to the comment letter of Michele Gohlke, Branch Chief
of the staff (the "Staff") of the Division of Corporation Finance of the
Securities and Exchange Commission, dated July 13, 2005 (the "Comment Letter"),
addressed to Neil H. Koenig, Chief Financial Officer of Orthometrix, Inc. (the
"Company"). A copy of the Comment Letter is attached as Exhibit A to this
letter, and the numbered responses below correspond to the numbered comments of
the Comment Letter. In accordance with the Company's discussion with Tara
Harkins, the Company will file an amendment to its Form 10-KSB for the year
ended December 31, 2004 with the Securities and Exchange Commission following
approval by the Staff.

FORM 10-KSB FOR THE YEAR ENDED DECEMBER 31, 2004
------------------------------------------------

ITEM 7.  FINANCIAL STATEMENTS, PAGE 20
--------------------------------------

REPORT OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM, PAGE 21
--------------------------------------------------------------------

1.   The Company acknowledges the Staff's comment and notes that, its auditors,
     Radin Glass & Co., LLP ("Radin Glass"), informed the Company that they
     believe that it is common practice for companies to add footnotes related
     to transactions after year end and after the completion of the auditors'
     fieldwork, which information has not been subject to sufficient audit
     testing, to enable the auditors to express an opinion on them. The
     transactions for which the auditors have used such procedures are not of
     the level of materiality that would either require disclosure under the
     third sentence of AU560.05 or the auditor to qualify its opinion for the
     lack of the disclosure. Under these circumstances, the footnotes involved
     have been labeled "unaudited". This procedure has been used to enable
     management of the Company to make disclosures it believes appropriate,
     without requiring the auditors to perform additional procedures, possibly
     delaying the filing.



Securities and Exchange Commission
July 15, 2005
Page 2


     In view of the Staff's comment, Radin Glass has informed the Company that
     it will no longer permit this procedure to be used by its clients which are
     Registrants, and will require all footnotes to be audited with appropriate
     dating of its opinion. As AU530.08 describes the procedure for a
     reissuance, Radin Glass believes that a reissue would be the same
     presentation as the original filing and therefore should not be required.

FORM 10-QSB FOR THE QUARTER ENDED MARCH 31, 2005
------------------------------------------------

ITEM 1.  FINANCIAL STATEMENTS, PAGE 2
-------------------------------------

NOTES TO FINANCIAL STATEMENTS, PAGE 5
-------------------------------------

NOTE 6.  RELATED PARTY TRANSACTIONS, 7
--------------------------------------

2.   The Company acknowledges the Staff's comment and will revise its future
     filings to clarify the following:

     The Company continues to believe that there was no compensation in the
     issuance of 400,000 shares to Mr. Bonmati. FAS 123 in paragraph 395 of the
     glossary defines,

          "Fair value - The amount at which an asset could be bought or sold in
          a current transaction between willing parties..."

     Simultaneous with Mr. Bonmati's purchase, 4,000,000 shares were sold to
     non-employees at the same price. The Company believes that the transaction
     covering the 4,000,000 shares is the most appropriate evidence that the
     amount paid is the "fair value." The Company has considered the next
     sentence of the paragraph quoted above "Quoted market prices in active
     markets are the best evidence of fair value..." However, the Company
     believes that the large simultaneous transaction is better evidence than
     the market price of the thinly traded shares.

     Supporting literature includes the Division of Corporate Finance Accounting
     Disclosure Rules and Practices - Training Materials 1996 Edition, which
     states in Topic V, paragraph VII B relating to "cheap stock" issued before
     an offering,

          "The staff looks to objective evidence as the best support for the
          determination of market value. Examples of objective evidence include
          transactions with third parties involving issuances or repurchases of
          stock for cash..."

     While the Company appreciates that the training materials may not be
     current, and the specific section was written for shares issued before an
     initial public offering, the Company believes that the guidance should be
     applicable to the definition of fair value as used in FAS 123.




Securities and Exchange Commission
July 15, 2005
Page 3

In connection with responding to your comments, the Company acknowledges that:

     o    The Company is responsible for the adequacy and accuracy of the
          disclosure in the filing;

     o    Staff comments or changes to disclosure in response to Staff comments
          do not foreclose the Commission from taking any action with respect to
          the filing; and

     o    The Company may not assert Staff comments as a defense in any
          proceeding initiated by the Commission or any person under the federal
          securities laws of the United States.

We trust that the foregoing responses satisfactorily address the Staff's
comments. If you have any questions or further comments, please do not hesitate
to contact me at (212) 867-8711or via facsimile at (212) 867-8723.


Sincerely,


/s/ Neil H. Koenig
-----------------------
Neil H. Koenig
Chief Financial Officer

Encls.



                                                                       EXHIBIT A

                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              450 FIFTH STREET N.W.
                              WASHINGTON, DC 20549


                                   [SEC LOGO]

                              FACSIMILE TRANSMITTAL

                                  July 13, 2005

PLEASE DELIVER THE FOLLOWING PAGES TO:

NAME:              MR. NEIL H. KOENIG

ORGANIZATION:      ORTHOMETRIX, INC.

TELECOPIER NUMBER: 914-694-2286


TOTAL NUMBER OF PAGES, INCLUDING COVER SHEET: 4


RE:  COMMENTS ON FORM 10-KSB FOR THE YEAR ENDED DECEMBER 31, 2004 AND
     FORM 10-QSB FOR THE QUARTER ENDED MARCH 31, 2005



FROM:       Tara L. Harkins
            Division of Corporation Finance

            Telephone Number: (202) 551-3539


IF YOU DO NOT RECEIVE ALL PAGES, PLEASE TELEPHONE THE ABOVE NUMBER FOR
ASSISTANCE.

NOTE:    THIS DOCUMENT MAY CONTAIN PRIVILEGED AND NONPUBLIC INFORMATION. IT IS
         INTENDED ONLY FOR THE USE OF THE INDIVIDUAL OR ENTITY NAMED ABOVE,
         AND OTHERS WHO SPECIFICALLY HAVE BEEN AUTHORIZED TO RECEIVE IT. IF
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         RESPONSIBLE FOR DELIVERING IT TO THE INTENDED RECIPIENT, YOU HEREBY
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         TELEPHONE AND RETURN THE ORIGINAL TO THE ABOVE ADDRESS BY REGULAR
         POSTAL SERVICE WITHOUT MAKING A COPY. THANK YOU FOR YOUR COOPERATION.





                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
    [SEC LOGO]                WASHINGTON, D.C. 20549

   DIVISION OF
CORPORATION FINANCE



Mail Stop 6010


                                                 July 13, 2005


Mr. Neil H. Koenig
Chief Financial Officer
Orthometrix, Inc.
106 Corporate Park Drive, Suite 102
White Plains, New York 10604

          RE:  ORTHOMETRIX, INC.
               FORM 10-KSB FOR THE YEAR ENDED DECEMBER 31, 2004
               FORM 10-QSB FOR THE QUARTER ENDED MARCH 31, 2005
               File No. 000-26206


Dear Mr. Koenig:

     We have reviewed your response letter dated June 10, 2005 and have the
following comments. We have limited our review of your filing to those we have
addressed in our comments. Where indicated, we think you should revise your
document in response to these comments. If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is unnecessary.
Please be as detailed as necessary in your explanation. In some of our comments,
we may ask you to provide us with information so we may better understand your
disclosure. After reviewing this information, we may raise additional comments.

     Please understand that the purpose of our review process is to assist you
in your compliance with the applicable disclosure requirements and to enhance
the overall disclosure in your filings. We look forward to working with you in
these respects. We welcome any questions you may have about our comments or on
any other aspect of our review. Feel free to call us at the telephone numbers
listed at the end of this letter.





Mr. Neil H. Koenig
Orthometrix, Inc.
July 13, 2005
Page 2

Form 10-KSB for the Year Ended December 31, 2004
------------------------------------------------

Item 7. Financial Statements, page 20
-------------------------------------

Report of Independent Registered Public Accounting Firm, page 21
----------------------------------------------------------------

1.   Please refer to prior comment 1. We refer you to AU Section 530.04-.05,
     which states that the independent auditor has two methods available for
     dating the report when a subsequent event disclosed in the financial
     statments occurs after completion of field work but before the issuance of
     the related financial statements. We continue to request that your
     accountants revise their report to update the opinion for the events
     disclosed in Note 14 and amend your filing to include the revised report.
     Otherwise, have your accountants tell us how they complied with AU Section
     530.04-.05. If your accountants are relying on the guidance in AU Section
     530.08, please have them tell us why this section is applicable, including
     providing details as to why they believe issuance of their report on your
     previously filed Form 10-KSB is a reissued report.

Form 10-QSB for the Quarter Ended March 31, 2005
------------------------------------------------

Item 1. Financial Statements, page 2
------------------------------------

Notes to the Financial Statements, page 5
-----------------------------------------

Note 6. Related Party Transactions, page 7
------------------------------------------

2.   Please refer to prior comment 4. We note from your response that you issued
     400,000 shares to Mr. Bonmati, an officer, at the same terms as the other
     issuances to other investors and that you concluded that no compensation
     charge was necessary. Please amend your filing to account for the discount
     given to Mr. Bonmati as compensation expense pursuant to SFAS 123.
     Otherwise, tell us why you concluded that no charge was necessary for the
     stock issued to Mr. Bonmati. Cite the specific accounting literature on
     which you based your conclusions.

     As appropriate, please amend your 2004 Form 10-KSB and your Form 10-QSB for
the quarterly preiod ended March 31, 2005 and respond to these comments within
10 business days or tell us when you will provide us with a response. You may
wish to provide us with marked copies of the amendments to expedite our review.
Please furnish a cover letter with your amendments that keys your responses to
our comments and provides any requested information. Detailed cover letters
greatly facilitate our review. Please understand that we may have additional
comments after reviewing your amendments and responses to our comments.




Mr. Neil H. Koenig
Orthometrix, Inc.
July 13, 2005
Page 3


     You may contact Tara Harkins, Staff Accountant, at (202) 551-3639, Kevin
Vaughn, Staff Accountant at (202) 551-3643 or me at (202) 551-3327 if you have
questions regarding these comments.


                                                Sincerely,

                                                /s/ Michele Gohlke
                                                ----------------------
                                                Michele Gohlke
                                                Branch Chief