Exhibit 31.2
      Certification by Robert Woodrow, President , Chief Operating Officer
            and Director, pursuant to 18 USC Section 1350, as adopted
            pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Robert Woodrow, certify that:

1.)      I have reviewed this quarterly report on Form 10-QSB of eClickMD, 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-14 and 15d-14) for the registrant and
         have:

               a.   Designed such disclosure controls and procedures 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 quarterly report is being prepared;
               b.   Evaluated the effectiveness of the registrants disclosure
                    controls and procedures as of a date within 90 days prior to
                    the filing date of this quarterly report (the "Evaluation
                    Date"); and
               c.   Presented in the quarterly report our conclusions about the
                    effectiveness of the disclosure controls and procedures
                    based on our evaluation as of the Evaluation Date;

5.)      The registrant's other certifying officers and I have disclosed, based
         on our most recent evaluation, to the registrants auditors and the
         Audit committee of the registrant's board of directors (or persons
         performing the equivalent functions):

               a.   All significant deficiencies in the design or operation of
                    internal controls which could adversely affect the
                    registrant's ability to record, process, summarize and
                    report financial data and have identified for the
                    registrant's auditors any material weaknesses in internal
                    controls; 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;

6.)      The registrant's other certifying officers and I have indicated in this
         quarterly report whether or not there were significant changes in
         Internal controls or in other factors that could significantly affect
         internal controls subsequent to the date of our most recent evaluation,
         including any corrective actions with regard to significant
         deficiencies and material weaknesses.


       Date:  June 10, 2004

                                           By: /s/ ROBERT WOODROW
                                               ------------------------------
                                               Robert Woodrow
                                               President, Chief
                                               Operating Officer and Director