Edgar Filing: ORTHOMETRIX INC

U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-QSB

(Mark One)

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934

For the quarterly period ended June 30, 2006

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

For the transition period from ___________ to ___________

Commission file number 0-26206

Orthometrix, Inc.
(Exact name of small business issuer as specified in its charter)

Delaware 06-1387931
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)

106 Corporate Park Drive, Suite 102,
White Plains, NY 10604
(Address of principal executive office) (Zip Code)

Registrant's telephone number, including area code (914) 694-2285

Indicate by check mark whether Registrant (1) has filed all reports required to
be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No [_]

Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes [_] No [X]

Transitional Small Business Disclosure Format (check one): Yes [_] No [X]

There were 44,488,618 shares of common stock outstanding as of July 25, 2006.

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ORTHOMETRIX, INC.
FORM 10-QSB JUNE 30, 2006
PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.
Balance Sheet (Unaudited)

June 30, 2006
-------------
ASSETS
Current assets:
Cash $ 6,758
Accounts receivable - trade 450,363
Inventories 515,606
Prepaid expenses and other current assets 298,720
------------
Total current assets 1,271,447
Property and equipment, net 96,176
Other 11,658
------------
Total Assets $ 1,379,281
============

LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
Accounts payable - trade $ 1,120,894
Accrued expenses 47,727
Related party loans 781,143
Unearned service revenue 78,465
Loan payable - equipment 16,659
Line of credit 350,000
------------
Total current liabilities 2,394,888
Long term loan payable - equipment 46,593
Stockholders' deficit:
Common stock - par value $.0005 per share,
75,000,000 shares authorized, and 44,353,618
shares issued and outstanding 22,176
Preferred stock - par value $.0005 per share,
1,000,000 shares authorized --
Additional paid-in capital 43,427,250
Accumulated deficit (44,511,626)
------------
Total stockholders' deficit (1,062,200)
------------
Total Liabilities and Stockholders' Deficit $ 1,379,281
============

See notes to financial statements.

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ORTHOMETRIX, INC.
FORM 10-QSB JUNE 30, 2006

STATEMENTS OF OPERATIONS (UNAUDITED)

FOR THE SIX MONTHS ENDED
-------------------------
JUNE 30, JUNE 30,
2006 2005
----------- -----------
Revenue $ 1,460,022 $ 862,464
Cost of revenue 509,047 343,982
----------- -----------
Gross profit 950,975 518,482
Sales and marketing expense 864,613 545,774
General and administrative expense 669,177 666,210
Research and development expense 67,529 228,203
----------- -----------
Operating loss (650,344) (921,705)
Interest expense (96,139) (40,329)
Interest income 2,008 3,435
Other income 95,231 --
----------- -----------
Net loss $ (649,244) $ (958,599)
=========== ===========
Basic and diluted weighted average shares 44,321,298 40,456,500
=========== ===========
Basic and diluted loss per share:
Net loss $ (0.01) $ (0.02)
=========== ===========

See notes to financial statements.

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ORTHOMETRIX, INC.
FORM 10-QSB JUNE 30, 2006

STATEMENTS OF OPERATIONS (UNAUDITED)

FOR THE THREE MONTHS ENDED
--------------------------
JUNE 30, JUNE 30,
2006 2005
----------- -----------
Revenue $ 711,956 $ 391,484
Cost of revenue 285,249 169,653
----------- -----------
Gross profit 426,707 221,831
Sales and marketing expense 421,054 195,140
General and administrative expense 333,679 277,654
Research and development expense 25,498 92,962
----------- -----------
Operating loss (353,524) (343,925)
Interest expense (64,494) --
Interest income 1,941 2,191
Other income 20,000 --
----------- -----------
Net loss $ (396,077) $ (341,734)
=========== ===========
Basic and diluted weighted average shares 44,353,618 42,949,621
=========== ===========
Basic and diluted loss per share:
Net loss $ (0.01) $ (0.01)
=========== ===========

See notes to financial statements.

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ORTHOMETRIX, INC.
FORM 10-QSB JUNE 30, 2006

STATEMENTS OF CASH FLOWS (UNAUDITED)

FOR THE SIX MONTHS ENDED
-----------------------------
JUNE 30, 2006 JUNE 30, 2005
------------- -------------

Cash Flows From Operating Activities:
Net loss $(649,244) $ (958,599)
Adjustments to reconcile net loss to net cash used in
operating activities:
Stock options and warrants issued 78,526 153,050
Non cash compensation -- 72,000
Amortization expense 53,343 33,597
Depreciation expense 9,888 2,815
Changes in assets and liabilities:
(Increase) decrease in accounts receivable (414,823) 15,995
Increase in inventories (253,110) (56,476)
Increase in prepaid expenses and other current assets (142,589) (28,568)
Increase (decrease) in accounts payable 416,472 (87,312)
Decrease in accrued expenses (9,530) (116,105)
Increase in unearned service revenue 40,520 6,203
--------- ----------
Net cash used in operating activities (870,547) (963,400)
--------- ----------
Cash Flows From Investing Activities:
Purchases of property and equipment (11,831) (1,954)
--------- ----------
Cash used in investing activities (11,831) (1,954)
--------- ----------
Cash Flows From Financing Activities:
Repayment of borrowings from related parties (160,000) (500,000)
Proceeds of borrowings from related parties 995,000 --
Proceeds for issuance of common stock -- 1,740,000
Exercise of stock options 17,046 8,150
Proceeds from line of credit 20,000 --
Repayment of loan payable - equipment (5,771) --
--------- ----------
Net cash provided by financing activities 866,275 1,248,150
--------- ----------
Net increase in cash (16,103) 282,796
Cash at beginning of period 22,861 --
--------- ----------
Cash at end of period $ 6,758 $ 282,796
========= ==========
Supplemental disclosure of non-cash investing and financing activities:
Purchase of property and equipment 64,028 --
Less: Amount financed (52,197) --
--------- ----------
11,831 --
========= ==========

See notes to financial statements.

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ORTHOMETRIX, INC.
FORM 10-QSB JUNE 30, 2006
NOTES TO FINANCIAL STATEMENTS

1. BASIS OF PRESENTATION AND GOING CONCERN

The financial statements of Orthometrix, Inc. presented herein, have been
prepared pursuant to the rules of the Securities and Exchange Commission
for quarterly reports on Form 10-QSB and do not include all of the
information and footnote disclosures required by accounting principles
generally accepted in the United States of America. These statements should
be read in conjunction with the audited financial statements and notes
thereto for the year ended December 31, 2005, and included in the Company's
Report on Form 10-KSB as filed with the Securities and Exchange Commission
on February 24, 2006. In the opinion of management, the accompanying
interim unaudited financial statements contain all adjustments (consisting
of normal, recurring accruals) necessary for a fair presentation of the
financial position, results of operations and cash flows for these interim
periods.

During the past two fiscal years ended December 31, 2005 and 2004, the
Company has experienced aggregate losses from operations of $4,332,317 and
has incurred total negative cash flow from operations of $3,000,606 for the
same two-year period. During the six months ended June 30, 2006 the Company
experienced a net loss of $649,244 and a negative cash flow from operating
activities of $870,547. These matters raise substantial doubt about the
Company's ability to continue as a going concern. The financial statements
do not include any adjustments that might result from the outcome of this
uncertainty.

The Company's continued existence is dependent upon several factors
including obtaining substantial additional financing, increasing sales
volume, achieving profitability on the sale of some products and developing
new products. The Company is pursuing initiatives to increase liquidity,
including external investments and obtaining lines of credit. In order to
increase its cash flow, the Company is continuing its efforts to stimulate
sales. The Company has also implemented high credit standards for its
customers and is emphasizing the receipt of down payments from customers at
the time their purchase orders are received. The Company is also requesting
prepayment from customers and attempting to more closely coordinate the
timing of purchases with the timing of orders for products.

The results of operations for the six months ended June 30, 2006 are not
necessarily indicative of the results to be expected for the entire fiscal
year ending December 31, 2006.

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ORTHOMETRIX, INC.
FORM 10-QSB JUNE 30, 2006
NOTES TO FINANCIAL STATEMENTS

2. INVENTORIES

As of June 30, 2006, inventories consisted of $515,606 of sub-assemblies,
parts, spare parts and finished goods.

3. CASH FLOWS

The Company paid $23,578 and $37,053 for interest during the six months
ended June 30, 2006 and 2005, respectively.

4. INCOME TAXES

The Company accounts for deferred income taxes by recognizing the tax
consequences of "temporary differences" by applying enacted statutory tax
rates applicable to future years to differences between the financial
statement carrying amounts and the tax basis of existing assets and
liabilities. The effect of a change in tax rates on deferred taxes is
recognized in income in the period that includes the enactment date. The
Company realizes an income tax benefit from the exercise of certain stock
options or the early disposition of stock acquired upon exercise of certain
options. This benefit results in an increase in additional paid in capital.
Realization of the deferred tax asset is dependent on the Company's ability
to generate sufficient taxable income in future periods. Based on the
Company's existing financial condition, the Company determined that it was
more likely than not that the deferred tax assets would not be realized.
Accordingly, the Company recorded a valuation allowance to reduce the
deferred tax assets to zero.

5. CONTINGENCY

The Company leases its corporate office space located in White Plains, New
York. Effective August 1, 2003, the Company amended its lease for office
space expiring on July 31, 2008. Minimum future rental commitments with
regard to the original and amended lease are payable as follows:

2006 $30,816
2007 31,584
2008 18,424
-------
$80,824
=======

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ORTHOMETRIX, INC.
FORM 10-QSB JUNE 30, 2006
NOTES TO FINANCIAL STATEMENTS

6. RELATED PARTY TRANSACTIONS

During the six months ended June 30, 2006, the Company borrowed $995,000
from certain officers and directors in addition to borrowings of $285,000
from related parties and others in 2005. $40,000 of the borrowings in 2005
were short term, non-interest bearing loans and were repaid in 2005.
$25,000 of the borrowings in 2005 were short term loans, bearing interest
at prime. $270,000 of the borrowings in 2006 were short term, interest
bearing loans, of which $160,000 were repaid in 2006. The remaining
$945,000 were notes issued in 2005 and 2006 that bear interest at the
JPMorgan Chase prime rate plus one (9% at June 30, 2006) which mature one
year from the date of issuance.

As of June 30, 2006, $333,588 of the remaining proceeds received were
allocated to the warrants based on the application of the Black-Scholes
option pricing model, with the remaining proceeds of $611,412 allocated to
the notes payable. The value allocated to the warrants is being amortized
to interest expense over the term of the notes. At June 30, 2006, the
unamortized discount on the notes payable is $273,857. During the quarter
ending June 30, 2006, the Company recorded interest expense of $37,398.

7. STOCK-BASED COMPENSATION

Beginning in the first quarter of 2006, the Company applied SFAS No. 123
(Revised 2004), "Share-Based Payment" ("SFAS No. 123R") to determine the
compensation cost of stock options granted to employees and non-employees
based on the fair value method. Non-cash compensation cost is recognized
over the service or vesting period.

During the six months ended June 30, 2006, the Company's board of directors
approved a grant of stock options to employees, directors and independent
consultants to purchase an aggregate of 500,000 shares of its common stock
with exercise prices equal to the market price of stock on the date of
grant. The options are 10-year options (with the exception of Mr. Bonmati,
a 10% shareholder, whose options expire in 5 years) and vest over 4 years.
The value of these issuances was based on the application of the
Black-Scholes option pricing model and valued at $78,526. The value of
options was recorded as non-cash compensation expense and additional
paid-in capital.

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ORTHOMETRIX, INC.
FORM 10-QSB JUNE 30, 2006
NOTES TO FINANCIAL STATEMENTS

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS

The matters discussed in this Form 10-QSB contain certain forward-looking
statements and involve risks and uncertainties (including changing market
conditions, competitive and regulatory matters, etc.) detailed in the
disclosure contained in this Form 10-QSB and the other filings with the
Securities and Exchange Commission made by the Company from time to time.
The discussion of the Company's liquidity, capital resources and results of
operations, including forward-looking statements pertaining to such
matters, does not take into account the effects of any changes to the
Company's operations. Accordingly, actual results could differ materially
from those projected in the forward-looking statements as a result of a
number of factors, including those identified herein. This item should be
read in conjunction with the financial statements and other items contained
elsewhere in the report.

Critical Accounting Policies And Estimates

The Company's financial statements are prepared in accordance with
accounting principles generally accepted in the United States. These
accounting principles require management to make certain estimates,
judgments and assumptions that affect the reported amounts of assets and
liabilities and the disclosure of contingent assets and liabilities as of
the date of the financial statements as well as the reported amount of
revenues and expenses during the periods presented. Estimates are used when
accounting for the allowance for uncollectible receivables, potentially
excess and obsolete inventory, depreciation and amortization, warranty
reserves, income tax valuation allowances and contingencies, among others.
Actual results could differ significantly from those estimates. The Company
believes that the estimates, judgments and assumptions upon which the
Company rely are reasonable based upon information available at the time
they are made.

The Company believes the following accounting policies involve additional
management judgment due to the sensitivity of the methods, assumptions and
estimates necessary in determining the related asset and liability amounts.
The Company sells its products directly to customers and through
third-party dealers and distributors. Revenue is generally recognized at
the time products are shipped and title passes to the customer. The Company
estimates and records provisions for product installation and user training
in the period that the sale is recorded.

Other than the bone densitometry systems, the Company's products are
covered by warranties provided by its vendors. Therefore, no warranty
reserve is required on such products. In the United States and Canada, the
Company offers one-year warranties covering parts and labor on both
hardware and software components of its bone densitometry systems (except
for computer systems, if any, which are covered under their respective
manufacturers' warranty). Outside of the United States and Canada, the
Company only offers one-year warranties on parts; the labor warranty is
provided by the distributors. The provision for product warranties
represents an estimate for future claims arising under the terms of the
various product warranties. The estimated future claims are accrued at the
time of sale. To the extent that the Company provides warranty services for
products that the Company does not manufacture, the Company invoices the
manufacturer for the costs of performing such warranty services.

9 of 19

ORTHOMETRIX, INC.
FORM 10-QSB JUNE 30, 2006
NOTES TO FINANCIAL STATEMENTS

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS (CONTINUED)

Critical Accounting Policies And Estimates (Continued)

The Company has no obligations to provide any other services to any of its
third party dealers or distributors or their customers.

The Company provides estimated inventory allowances for slow-moving and
obsolete inventory based on current assessments about future demands,
market conditions and related management initiatives. If market conditions
are less favorable than those projected by management, additional inventory
allowances may be required.

The Company provides allowances for uncollectable receivable amounts based
on current assessment of collectability. If collectability is less
favorable than those projected by management, additional allowances for
uncollectability may be required.

Liquidity and Capital Resources

The Company has financed operations for the past three years through the
sale of equity securities and the issuance of debt. For the two years
ending December 31, 2005 and 2004, the Company incurred aggregate net
losses from operations of $4,332,317 and negative cash flow from operations
of $3,000,606. During the six months ended June 30, 2006, the Company
incurred a net loss of $649,244 and negative cash flow from operations of
$870,547. As of June 30, 2006, the Company had $6,758 in unrestricted cash
and cash equivalents available for working capital purposes. These matters
raise substantial doubt about the Company's ability to continue as a going
concern.

The Company's continued existence is dependent upon several factors
including obtaining substantial additional financing, increasing sales
volume, achieving profitability on the sale of some products and developing
new products. In order to increase cash flow, the Company is continuing its
efforts to stimulate sales. In order to manage credit risk, the Company has
begun to implement higher credit standards for customers and to emphasize
the receipt of down payments from customers at the time their purchase
orders are received. The Company has also begun to request more prepayments
from customers and attempt to more closely coordinate the timing of
purchases with the timing of orders for products. The Company cannot
predict whether or to what extent these risk management functions may slow
its ability to grow revenues.

10 of 19

ORTHOMETRIX, INC.
FORM 10-QSB JUNE 30, 2006
NOTES TO FINANCIAL STATEMENTS

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS (CONTINUED)

Liquidity and Capital Resources (Continued)

On July 6, 2006, the Company formed Orbasone Mobile, LLC, ("Orbasone
Mobile") a limited liability company and a wholly-owned subsidiary of the
Company. Orbasone Mobile will provide an extracorporeal shock wave therapy
("ESWT") mobile service to healthcare providers using the Company's
Orbasone ESWTTM Pain Relief System ("Orbasone").

Beginning on August 1, 2006, Healthcare Reimbursement Solutions, Inc.
("HRSI") will provide the following services to healthcare providers
serviced by Orbasone Mobile: seek insurance carrier ESWT procedure
authorizations for their patients, submit insurance claims and any related
appeals, and issue collection payments. On February 1, 2006, the Company
had formed an alliance with HRSI to provide customers using the Orbasone
with a broad range of billing advisory services. These services included
billing and reimbursement consulting, turn-key billing, as well as a
reimbursement hotline dedicated to one on one consulting and assistance
with denial and claim review. Beginning August 1, 2006, the reimbursement
hotline provided by HRSI will be discontinued and replaced by the
reimbursement services mentioned above and provided through Orbasone
Mobile.

The Company is pursuing several initiatives to increase liquidity,
including obtaining equity and debt financings and a bank line of credit.
On June 30, 2006, the Company had outstanding borrowings of $350,000 in
principal amount under the existing line of credit with HSBC Bank USA, N.A.
Interest on borrowings under the credit line accrues at HSBC's prime rate
plus 1.50%.

The level of the Company's cash and cash equivalents decreased to $6,758 at
June 30, 2006 from $22,861 at December 31, 2005. The Company expended
$870,547 in cash for operations and $11,831 for investments during the six
months ended June 30, 2006 which were offset by $866,275 in cash provided
by financing activities during the six month period. Through these
financing activities the Company received $995,000 in loans from officers
and directors, $17,046 pursuant to the exercise of stock options, and
$20,000 from the HSBC line of credit, which were offset by the repayment of
equipment loan payable of $5,771 and $160,000 repayment of borrowings.

During the six months ended June 30, 2006, the Company borrowed $995,000
from certain officers and directors in addition to borrowings of $285,000
from related parties and others in 2005. $40,000 of the borrowings in 2005
were short term, non-interest bearing loans and were repaid in 2005.
$25,000 of the borrowings in 2005 were short term loans, bearing interest
at prime which mature when the Company receives their next sale proceeds.
$270,000 of the borrowings in 2006 were short term, interest bearing loans,
of which $160,000 were repaid in 2006. The remaining $945,000 were notes
issued in 2005 and 2006 that bear interest at the JPMorgan Chase prime rate
plus one (9% at June 30, 2006) which mature one year from the date of
issuance.

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ORTHOMETRIX, INC.
FORM 10-QSB JUNE 30, 2006
NOTES TO FINANCIAL STATEMENTS

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS (CONTINUED)

Liquidity and Capital Resources (Continued)

The Company had no backlog of orders of as of June 30, 2006 and there are
no material commitments for capital expenditure as of that date. The
Company believes that they will need to raise substantial additional
capital within the next twelve months in order to support the planned
growth of the business. The Company may seek additional funding through
collaborative arrangements and public or private financings. Additional
funding may not be available on acceptable terms or at all. In addition,
the terms of any financing may adversely affect the holdings or the rights
of the Company's stockholders. For example, if the Company raises
additional funds by issuing equity securities, further dilution to existing
stockholders may result. If the Company is unable to obtain funding on a
timely basis, they may be required to significantly curtail one or more of
the Company's research or development programs. The Company also could be
required to seek funds through arrangements with collaborators or others
that may require the Company to relinquish rights to some of their
technologies, product candidates or products which they would otherwise
pursue on their own.

Results of Operations

The Company had a net loss of $649,244 ($0.01 per share based on 44,321,298
weighted average shares) for the six months ended June 30, 2006 compared to
net loss of $958,599 ($0.02 per share based on 40,456,500 weighted average
shares) for the six months ended June 30, 2005.

Revenue for the six months ended June 30, 2006 increased $597,558 (or
69.3%) to $1,460,022 from $862,464 from the comparable period of fiscal
2005. The increase in revenue was primarily due to an increase in
Orbasone(TM), VibraFlex(R) and pQCT(R) system sales during 2006.

Cost of revenue as a percentage of revenue was 34.9% and 39.9% for the six
months ended June 30, 2006 and 2005, respectively, resulting in a gross
margin of 65.1% for the six months ended June 30, 2006 compared to 60.1%
for the comparable period of 2005. The increase in gross margin was due to
an increase in Orbasone(TM) sales in 2006, which maintains a large gross
profit percentage.

Sales and marketing expense for the six months ended June 30, 2006
increased $318,839 (or 58.4%) to $864,613 from $545,774 for the six months
ended June 30, 2005. The increase is due to the Company's increase in
commissions, additional sales staff hired to market and sell the
Orbasone(TM), and increased trade show and travel expenses to market the
Orbasone(TM).

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ORTHOMETRIX, INC.
FORM 10-QSB JUNE 30, 2006
NOTES TO FINANCIAL STATEMENTS

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS (CONTINUED)

Results of Operations (Continued)

Research and development expense for the six months ended June 30, 2006
decreased $160,674 (or 70.4%) to $67,529 from $228,203 for the six months
ended June 30, 2005. The decrease was primarily due to decreased expenses
incurred as a result of the PMA process in 2005. The Orbasone(TM) was
approved by FDA in 2005.

Interest expense increased $55,810 (or 138.4%) to $96,139 for the six
months ended June 30, 2006 from $40,329 for the six months ended June 30,
2005. Interest expense increased due to the increase in borrowings bearing
interest.

Other income increased $95,231 (or 100%) for the six months ended June 30,
2006. The increase was due to the balance adjustment of the legal reserve.

New Accounting Pronouncements

In May 2005, the FASB issued FAS No. 154, "Accounting Changes and Error
Corrections - A Replacement of APB Opinion No. 20 and FAS Statement No. 3"
("FAS 154"). FAS 154 changes the requirements for the accounting and
reporting of a change in accounting principle by requiring retrospective
application to prior periods' financial statements of the change in
accounting principle, unless it is impractical to do so. FAS 154 is
effective for accounting changes and corrections of errors made in fiscal
years beginning after December 15, 2005. The Company does not expect the
adoption of FAS 154 to have any impact on the financial statements.

Quantitative and Qualitative Disclosures of Market Risk

The Company does not have any financial instruments that would expose it to
market risk associated with the risk of loss arising from adverse changes
in market rates and prices.

All of the Company's loans payable outstanding at June 30, 2006 have
variable interest rates and therefore are subject to interest rate risk. A
one percent change in the variable interest rate would result in a $14,516
change in annual interest expense.

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ORTHOMETRIX, INC.
FORM 10-QSB JUNE 30, 2006
NOTES TO FINANCIAL STATEMENTS

ITEM 3. CONTROLS AND PROCEDURES

The Company's management, with the participation of the Company's Chief
Executive Officer and Chief Financial Officer, has evaluated the
effectiveness of the Company's disclosure controls and procedures (as such
term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities
Exchange Act of 1934, as amended) as of the end of the period covered by
this report. Based on such evaluation, the Company's Chief Executive
Officer and Chief Financial Officer have concluded that, as of the end of
such period, the Company's disclosure controls and procedures are
effective.

There has been no change in the Company internal controls over financial
reporting during the Company's first and second quarter that has materially
affected, or is reasonably likely to materially affect, the Company's
internal controls over financial reporting.

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ORTHOMETRIX, INC.
FORM 10-QSB JUNE 30, 2006

PART II - OTHER INFORMATION

ITEM 6. EXHIBITS

2.1 Asset Purchase Agreement with Cooper Surgical Acquisition Corp. and
Orthometrix, Inc. (E)

3.1 Restated Certificate of Incorporation of Orthometrix, Inc. (C)

3.2 Certificate of Amendment of Restated Certificate of Incorporation (F)

3.3 By-laws of Orthometrix, Inc. as amended (D)

4.1 Form of warrant to purchase shares of common stock of Orthometrix, Inc.
(G)

+10.1 Assignment and Assumption Agreement, dated as of April 12, 2002 by and
between Bionix, L.L.C. and Orthometrix, Inc. (A)

+10.2 Product Approval and Licensing Agreement, dated February 12, 2002, by
and between M.I.P. GmbH and Bionix L.L.C. (A)

+10.3 Assignment and Assumption Agreement, dated as of April 12, 2002 by and
between Bionix, L.L.C. and Orthometrix, Inc. (A)

+10.4 Distribution Agreement, dated as of October 1, 1999, by and between
Stratec Medizintechnik, GmbH and Bionix, L.L.C. (A)

+10.5 Assignment and Assumption Agreement, dated as of April 12, 2002 by and
between Bionix, L.L.C. and Orthometrix, Inc. (A)

+10.6 Distribution Agreement, dated as of October 1, 1999 by and between
Novotec Maschinen GmbH and Bionix, L.L.C. (A)

10.7 $50,000 Promissory Note, dated October 4, 2005, between Orthometrix,
Inc. and Michael Huber (G)

10.8 $20,000 Promissory Note, dated October 11, 2005, between Orthometrix,
Inc. and John Utzinger (G)

10.9 $100,000 Promissory Note, dated November 18, 2005, between Orthometrix,
Inc. and Reynald Bonmati (G)

10.10 $50,000 Promissory Note, dated December 12, 2005, between Orthometrix,
Inc. and The Chrystele Bonmati Trust (H)

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ORTHOMETRIX, INC.
FORM 10-QSB JUNE 30, 2006

ITEM 6. EXHIBITS (CONTINUED)

10.11 $25,000 Promissory Note, dated January 17, 2006, between Orthometrix,
Inc. and The Chrystele Bonmati Trust (I)

10.12 $150,000 Promissory Note, dated February 28, 2006, between Orthometrix,
Inc. and Reynald Bonmati (I)

10.13 $100,000 Promissory Note, dated March 15, 2006, between Orthometrix,
Inc. and The Chrystele Bonmati Trust (I)

10.14 Securities Purchase Agreement, dated February 25, 2005, between
Orthometrix, Inc. and Rock Creek Investment Partners, L.P. (B)

10.15 Securities Purchase Agreement, dated March 3, 2005, between Orthometrix,
Inc. and Psilos Group Partners II SBIC, L.P. (B)

10.16 Amended and Restated 1994 Stock Option and Incentive Plan for Employees
(F)

10.17 Amended and Restated 2000 Stock Option and Incentive Plan for Non
Employee Directors and Consultants (F)

10.18 Small Business Grid Note, dated October 3, 2005, between HSBC Bank USA,
N.A. and Orthometrix, Inc. (G)

10.19 General Security Agreement, dated October 3, 2005, between HSBC Bank
USA, N.A. and Orthometrix, Inc. (G)

10.20 $100,000 Promissory Note, dated April 7, 2006, between Orthometrix, Inc.
and Michael Huber

10.21 $50,000 Promissory Note, dated April 7, 2006, between Orthometrix, Inc.
and Reynald Bonmati.

10.22 $50,000 Promissory Note, dated April 17, 2006, between Orthometrix, Inc.
and Reynald Bonmati.

10.23 $250,000 Promissory Note, dated June 23, 2006 between Orthometrix, Inc.
and Psilos Group Partners II-S, L.P.

23.1 Consent of Radin, Glass & Co., LLP (G)

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ORTHOMETRIX, INC.
FORM 10-QSB JUNE 30, 2006

ITEM 6. EXHIBITS (CONTINUED)

23.2 Consent of Kirkpatrick & Lockhart Nicholson Graham LLP (G)

24 Power of Attorney (G)

Exhibits required by Item 601 of Regulation S-B are filed herewith:

31.1 Chief Executive Officer's Certification, pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.

31.2 Chief Financial Officer's Certification, pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.

32 Certification of Chief Executive Officer and Chief Financial Officer,
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 2002.

+ Confidentiality requested as to certain provisions.

(A) This Exhibit was previously filed as an Exhibit to the Company's Report
on Form 10-QSB dated May 15, 2003 and is incorporated herein by
reference.

(B) This Exhibit was previously filed as an Exhibit to the Company's Report
on Form 10-KSB dated March 24, 2005 and is incorporated herein by
reference.

(C) This Exhibit was previously filed as an Exhibit to the Company's Report
on Form 10-Q dated November 13, 1997, and is incorporated herein by
reference.

(D) This Exhibit was previously filed as an Exhibit to the Company's
Registration Statement on Form S-I (Registration No. 33-93220),
effective August 1, 1995, and is incorporated herein by reference.

(E) This Exhibit was previously filed as an Exhibit to the Company's Report
on Form 8-K dated April 15, 2002, as incorporated herein by reference.

(F) This Exhibit was previously filed as an Exhibit to the Company's Report
on Form 10-QSB dated August 2, 2005, as incorporated herein by
reference.

(G) This Exhibit was previously filed as an Exhibit to the Company's
Registration Statement on Form SB-2 (Registration No. 333-130095),
effective December 14, 2005, and is incorporated herein by reference.

(H) This Exhibit was previously filed as an Exhibit to the Company's Report
on Form 10-KSB dated February 22, 2006, as incorporated herein by
reference.

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ORTHOMETRIX, INC.
FORM 10-QSB JUNE 30, 2006

ITEM 6. EXHIBITS (CONTINUED)

(I) This Exhibit was previously filed as an Exhibit to the Company's Report
on Form 10-QSB dated May 10, 2006 as incorporated herein by reference.

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ORTHOMETRIX, INC.
FORM 10-QSB JUNE 30, 2006
SIGNATURES

Pursuant to the requirements of the Securities and Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

ORTHOMETRIX, INC.

BY: /s/ Reynald G. Bonmati
------------------------------------
Reynald G. Bonmati
President/Chief Executive Officer

BY: /s/ Neil H. Koenig
------------------------------------
Neil H. Koenig
Chief Financial Officer
(Principal Financial Officer)

Dated: August 4, 2006

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