Exhibit 31.2

                                  CERTIFICATION

I, Martin Thorp, certify that:

1. I have reviewed  this annual  report on Form  10-KSB/A of In Veritas  Medical
Diagnostics, Inc. for the fiscal year ended July 31, 2005;

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 annual  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 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(e) 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 is
     made  known to us by others,  particularly  during the period in which this
     annual report is being prepared;

     (b) evaluated the effectiveness of the small business  issuer's  disclosure
     controls  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 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

5. The small business issuer's other certifying officer(s) 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
the 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 control over financial reporting 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 control over financial reporting.






October 31, 2005

/s/ Martin Thorp
----------------
Martin Thorp
Chief Financial Officer