Exhibit 31.2
Certification of CFO Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
CERTIFICATION
I, Rafik Moursalien, certify that:
1. I have reviewed this quarterly report on Form 10-QSB
of DataMetrics Corporation;
2. Based on my knowledge, this report does not contain
any untrue statement 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 information included in this
quarterly 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 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 13a-15(f) and 15d-15(f)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, to ensure that material
information relating to the registrant is
made known to us by others within the
entity, particularly during the period in
which this report is being prepared;
(b) Designed such internal control over
financial reporting, or caused such internal
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 with
generally accepted accounting principles;
(c) Evaluated the effectiveness of the
registrant's disclosure controls and
procedures and presented in this report our
conclusions about the effectiveness of the
disclosure controls and procedures, within
90 days of the filing date of this quarterly
report based on such evaluation; and
(d) Disclosed in this report any change in
the registrant's internal control over
financial reporting that occurred during the
registrant's most recent fiscal quarter that
has materially affected, or is reasonably
likely to materially affect, the
registrant's internal control over financial
reporting; and
5. The registrant'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 auditors and the audit committee of
registrant's board of directors (or persons
performing the equivalent function):
(a) All significant 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 report
financial information; and
(b) Any fraud, whether or not material, that
involves management or other employees who
have a significant role in the registrant's
internal controls.
Date: July 20, 2006
By: Rafik Moursalien
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Rafik Moursalien, Chief Financial Officer