**Exhibit 31.2**

 

**Certification of Chief FinancialOfficerPursuant to Rules 13A-14 and 15D-14Of the Securities Exchange Act of 1934**

 

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

 

(1)                                  I have reviewed this Quarterly Report on Form10-QSB for the quarter ended September 30, 2003 (the “Report”);

 

(2)                                  Based on my knowledge, the Report does notcontain any untrue statement of a material fact or omit to state a materialfact necessary in order to make the statements made, in light of thecircumstances under which such statements were made, not misleading; and

 

(3)                                  Based on my knowledge, the financialstatements, and other financial information included in the Report, fairly presentin all material respects the financial condition and results of operations ofthe Company as of, and for, the periods represented in the Report.

 

(4)                                  The Company’s other certifying officers and Iam responsible for establishing and maintaining disclosure controls andprocedures (as defined in Exchange Rules 13a-14 and 15d-14) for the Company andhave:

 

(a)                                  designed such disclosure controls andprocedures to ensure that material information relating to the Company,including its consolidated subsidiary, is made known to us by others withinthose entities, particularly during the period in which this Report is beingprepared;

 

(b)                                 evaluated the effectiveness of the Company’sdisclosure controls and procedures and presented in the Report our conclusions aboutthe effectiveness of the disclosure controls and procedures, as of the end ofthe period covered by the Report based on such evaluation; and

 

(c)                                  disclosed in the Report any change in theCompany’s internal control over financial reporting that occurred during theCompany’s most recent fiscal quarter that has materially affected, or isreasonably likely to materially affect, the Company’s internal control overfinancial reporting.

 

(5)                                  The Company’s other certifying officers and Ihave disclosed, based on our most recent evaluation of internal control overfinancial reporting, to the Company’s auditors and to the audit committee ofthe board of directors (or persons performing the equivalent functions):

 

(a)                                  all significant deficiencies in the design oroperation of internal controls over financial reporting which are reasonablylikely to adversely affect the Company’s ability to record, process, summarizeand report financial information; and

 

(b)                                 any fraud, whether or not material, thatinvolves management or other employees who have a significant role in theCompany’s internal controls over financial reporting.

 

Dated:  November 14, 2003

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

 

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