**Exhibit 31.2**

 

Certification of CFO pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 and 906 of the Sarbanes-Oxley Act of2002. 

 

I, David Genzler, certify that: 

 

1. I have reviewed this quarterly report on Form 10-KSB of Non-Invasive Monitoring Systems,Inc.; 

 

2. Based on my knowledge, this report does not contain any untruestatement 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 informationincluded in this 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 report; 

 

4. The Registrant’s other certifying officer(s) and I are responsible for establishingand maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have: 

 

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, toensure that material information relating to the Issuer, 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 over financial reporting, or caused suchinternal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance withgenerally accepted accounting principles; 

 

(c) Evaluatedthe effectiveness of the Issuer’s disclosure controls and procedures 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 onsuch evaluation; and 

 

(d) Disclosed in this report anychange in the Issuer’s internal control over financial reporting that occurred during the Registrant’s annual report for the year ended July 31, 2005 that has materially affected, or is reasonably likely to materially affect, theIssuer’s internal control over financial reporting. 

 

5. TheRegistrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditor and the audit committee of the Registrant’s board ofdirectors (or persons performing the equivalent functions): 

 

(a) All deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and reportfinancial information; and 

 

(b) Any fraud, whether or notmaterial, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. 

 

Dated: November 9, 2005