EX-31.2 3 file003.htm CERTIFICATION





                                                                    EXHIBIT 31.2

                                ORTHOMETRIX, INC.
                         FORM 10-QSB SEPTEMBER 30, 2005

                                 CERTIFICATIONS


     I, Neil 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 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 small business issuer as of, and for, the periods
          presented in this report;

     4.   The small business issuer'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))
          and internal control over financial reporting (as defined in Exchange
          Act Rules 13a-15(f) and 15d-15(f)) for the small business issuer 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
               small business issuer, including its consolidated subsidiary, is
               made known to us by others within those entities, particularly
               during the period in which this quarterly report is being
               prepared;

          b)   [Paragraph omitted in accordance with SEC transition
               instructions.]

          c)   evaluated the effectiveness of the small business issuer's
               disclosure controls and procedures 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 small business
               issuer's internal control over financial reporting that occurred
               during the small business issuer's most recent fiscal quarter
               (the small business issuer's fourth fiscal quarter in the case of
               an annual report) that has materially affected, or is reasonably
               likely to materially affect, the small business issuer's internal
               control over financial reporting and;



                                ORTHOMETRIX, INC.
                         FORM 10-QSB SEPTEMBER 30, 2005

    5.   The small business issuer's other certifying officers and I have
          disclosed, based on our most recent evaluation of internal control
          over financial reporting, to the small business issuer's auditors and
          the audit committee of small business issuer's board of directors (or
          persons performing the equivalent functions):

          a)   all significant deficiencies and material weaknesses in the
               design or operation of internal controls which are reasonably
               likely to adversely affect the small business issuer'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 small business
               issuer's internal controls over financial reporting.


              Date: November 9, 2005

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