**EXHIBIT 31.2**

 

CERTIFICATION OF CHIEF FINANCIAL OFFICERPURSUANT TO RULES 13A-14 AND 15D-14OF THE SECURITIES EXCHANGE ACT OF 1934

 

I, Craig J. Smith, VicePresident - Finance and Administration and Chief Financial Officer of Vitrix,Inc. (the “Company”), certify that:

 

(1)                                  Ihave reviewed this Annual Report on Form 10-KSB for the fiscal year ended June30, 3003 (the “Report”);

 

(2)                                  Basedon my knowledge, the Report does not contain any untrue statement of a materialfact or omit to state a material fact necessary in order to make the statementsmade, in light of the circumstances under which such statements were made, notmisleading; and

 

(3)                                  Basedon my knowledge, the financial statements, and other financial informationincluded in the Report, fairly present in all material respects the financialcondition and results of operations of the Company as of, and for, the periodsrepresented in the Report.

 

(4)                                  TheCompany’s other certifying officers and I are responsible for establishing andmaintaining disclosure controls and procedures (as defined in Exchange Rules13a-15(e) and 15d-15(e) and internal control over financial reporting (asdefined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Company andhave:

 

(a)                                  designedsuch disclosure controls and procedures, or caused such disclosure controls andprocedures to be designed under our supervision, to ensure that materialinformation relating to the Company, including its consolidated subsidiaries,is made known to me by others within those entities, particularly during theperiod in which the periodic report is being prepared;

 

(b)                                 evaluatedthe effectiveness of the Company’s disclosure controls and procedures andpresented in this report our conclusions about the effectiveness of thedisclosure controls and procedures, as of the end of the period covered by thisAnnual Report based on such evaluation; and

 

(c)                                  disclosedin this Annual Report any change in the Company’s internal control overfinancial reporting that occurred during the Company’s most recent fiscalquarter that has materially affected, or is reasonably likely to materiallyaffect, the Company’s internal control over financial reporting; and

 

I have disclosed, based on our most recent evaluation of internalcontrol over financial reporting, to the Company’s auditors and to the auditcommittee of the board of directors (or persons fulfilling the equivalentfunction): (i) all significant deficiencies in the design or operation ofinternal control over financial reporting which are reasonably likely toadversely affect the Company’s ability to record, process, summarize and reportfinancial information; and

 

(ii)                                  anyfraud, whether or not material, that involves management or other employees whohave a significant role in the Company’s internal control over financialreporting.

 

Dated:           September 29, 2003

 
| By:    | /s/ Craig J. Smith                                                       |   |
|--------|--------------------------------------------------------------------------|--------|
|   | Craig J.  Smith                                                          |
|   | Vice  President - Finance and Administration and Chief Financial Officer |

 

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