Exhibit 31.2

 

**CERTIFICATION PURSUANT TO 18 U.S.C. SECTION1350,**

**AS ADOPTED PURSUANT TO SECTION 302 OF**

**THE SARBANES-OXLEY ACT OF 2002**

 

I, William L. Sklar, hereby certify that:

1. I have reviewed this Form 10-K of Greenestone HealthcareCorporation;

 

2. Based on my knowledge, this report does not contain anyuntrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstancesunder which such statements were made, not misleading with respect to the period covered by this report;

 

3. Based on my knowledge, the financial statements, andother financial information included in this report, fairly present in all material respects the financial condition, resultsof operations and cash flows of the registrant as of, and for, the periods present in this report;

 

4. Along with the Chief Executive Officer, I am responsiblefor 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 13-a-15(f) and 15d-15(f)) for the registrant andhave:

 

a) Designed such disclosure controlsand procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that materialinformation 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 report is being prepared;

b) Designed such internal control overfinancial reporting, or caused such internal control over financial reporting to be designed under our supervision, to providereasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for externalpurposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of theregistrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness ofthe 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 changein the registrant’s internal control over financing reporting that occurred during the registrant’s most recent fiscalquarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonablylikely to materially affect, the registrant’s internal control over financial reporting; and

 

5. I have disclosed, based on our most recent evaluationof internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’sboard of directors (or persons performing the equivalent functions):

 

a) All significant deficiencies andmaterial weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adverselyaffect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material,that involved management or other employees who have a significant role in the registrant’s internal control over financialreporting.

 

Date: April 15, 2015

GreeneStone Healthcare Corporation

 

By: /s/ William L. Sklar	

William L. Sklar

Chief Financial Officer