                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                                 ------------------------------------

                                    FORM 8-K

                                 CURRENT REPORT
                     Pursuant to Section 13 OR 15(d) of the
                         Securities Exchange Act of 1934


       Date of Report (Date of Earliest Event Reported): DecemberFebruary 3128, 20042005


                                Orthometrix, Inc.
                     --------------------------------------------------------------
             (Exact name of registrant as specified in its charter)


                     DELAWARE                                               0-26206                               06-1387931
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(State or other jurisdiction of       (Commission File Number)            (IRS Employer
               of incorporation)                                                                            Identification No.)


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


Registrant's telephone number, including area code: (914) 694-22802285


                                       N/A
          -------------------------------------------------------------
          (Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:

[
|_| ]  Written communication pursuant to Rule 425 under the Securities Act 
    (17 CFR
      230.425)

[|_| ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act 
    (17 CFR
      240.14a-12)

[|_| ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the
         Exchange Act (17 CFR 240.14d-2(b))

[|_| ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the
     Exchange Exchange
    Act (17 CFR 240.13e-4(c))




                                TABLE OF CONTENTS
                                -----------------




Item 1.01:  Entry Into a Material Definitive Agreement
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Item 3.02:  . Unregistered Sales of Equity Securities
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SIGNATURES
----------




Item         On 1.01   EntryFebruary Into25, a Material Definitive Agreement

In December 20042005, our Board of Directors authorized Orthometrix, Inc. (the
"CompanyOMRX") toentered offer to the holders of certain promissory notes issued by the
Company the right to convert such notes into shares of the Company's common
stock, par value $.0005 per share (the "Common Stock"). In a letter dated
DecemberSecurities 15,Purchase 2004,Agreement thewith CompanyRock offeredCreek theInvestment holders of such notes the right to
convert $2Partners,145,000 ofLP such notes into shares of Common Stock at $0.2813 per
share, which price is equal to 80% of the weighted average price of the Commonsell
Stock during the period commencing November 152, 2004 and ending December 15321,
2004.429 All of the promissory notes bore interest at the prime rate plus 1% and
matured at various intervals through January 2006. Each of the noteholders were
given the right to accept the CompanyOMRX's offercommon byshares returning such holder's note
(marked "cancelled") to the Company.

Holders of suchbeneficial notes elected to convert $1interest,545,000 ofpar notesvalue (the "Total
Conversion Amount") to Common Stock. Of the Total Conversion Amount, $1,235,000
were notes held by either officers, directors or affiliates of the Company.0005 (Ofper
the remaining $600share,000 offor outstandingan notes,aggregate $455,000purchase areprice still held by officers
and directors of the Company.)


Item 3.02   Unregistered Sales of Equity Securities

On January 17, 2005, the Company converted the entire principal amounts (i.e.,
$1650,545,000) of the promissory notes described in Item 1.01 intoThe 5,492,995sale shares
of Common Stock. Such conversion was made effective as of December 31, 2004. The
issuance of the shares of Common Stock which
was made pursuantin toa theprivate exemptiontransaction from
registrationunder providedRegulation byD Section 4(2) of the Securities Act of 
1933, as amended,
and Regulationwas Dconsummated promulgatedon thereunder.February Each25, noteholder2005. hasOMRX representedincurred to usno
thatunderwriting itcosts isin anconnection "accreditedwith investor",the as defined in Regulation Dsale.






                                   SIGNATURES


              Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrantthe hasRegistrant had duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.


Date: on this February 428, 2005.



                                                                                                ORTHOMETRIX, INC.



                                                                                                By: /s/ Neil H. Koenig
                                                                                                        --------------------------

                                                  Name:                                                        Neil H. Koenig
                                                  Title:                                                       Chief Financial Officer
                                                         and Vice President
Filing Compare · ORTHOMETRIX INC
