SC 13D/A 1 file001.htm AMENDMENT TO SCHEDULE 13D


                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                 SCHEDULE 13D/A

                    Under the Securities Exchange Act of 1934
                               (Amendment No. 10)

                                ORTHOMETRIX, INC.
                                (Name of Issuer)

                         Common Stock, $.0005 par value
                         (Title of Class of Securities)

                                   68750M-10-0
                                 (CUSIP Number)

                               Reynald G. Bonmati
                                  Premium Point
                             New Rochelle, NY 10801
                                 (914) 576--1595

                  (Name, Address and Telephone Number of Person
                Authorized to Receive Notices and Communications)

                                January 17, 2005
             (Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-2(g), check the
following box [ ].

Note: Schedules filed in paper format shall include a signed original and five
copies of this schedule, including all exhibits, should be filed with the
Commission. See ss.240.13d-7(b) for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a person's initial
filing on this form with respect to the subject class of securities, and for any
subsequent amendment containing information which would alter disclosures
provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed
"filed" for the purpose of Section 18 of the Securities Exchange Act of 1934
("Act") or otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act(however, see the Notes).





                                    SCHEDULE 13D

--------------------------------------------------------------------------------
1   NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
    (ENTITIES ONLY)

    Reynald G. Bonmati   (SSN  ###-##-####)
--------------------------------------------------------------------------------
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ( )
                                                                        (b) (x)
--------------------------------------------------------------------------------
3   SEC USE ONLY

--------------------------------------------------------------------------------
4   SOURCE OF FUNDS (SEE INSTRUCTIONS)

    00
--------------------------------------------------------------------------------
5   CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
    2(d) or 2(e) (  )
--------------------------------------------------------------------------------
6   CITIZENSHIP OR PLACE OF ORGANIZATION

    U.S. Citizen
--------------------------------------------------------------------------------
                    7   SOLE VOTING POWER

                        6,413,420
                   -------------------------------------------------------------
  NUMBER OF         8   SHARED VOTING POWER
   SHARES
BENEFICIALLY            12,679,499
  OWNED BY         -------------------------------------------------------------
    EACH            9   SOLE DISPOSITIVE POWER
  REPORTING
 PERSON WITH            6,413,420
                   -------------------------------------------------------------
                    10  SHARED DISPOSITIVE POWER

                        12,679,499
--------------------------------------------------------------------------------
11  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

    20,252,850
--------------------------------------------------------------------------------
12  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
    (SEE INSTRUCTIONS) (X)
--------------------------------------------------------------------------------
13  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

    56.7%
--------------------------------------------------------------------------------
14  TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

    IN
--------------------------------------------------------------------------------




                           Statement on Schedule 13D/A

     This Amendment amends the Statement on Schedule 13D of the undersigned
filed with the Securities and Exchange Commission on June 15, 2001 (the
"Original Statement") with respect to the beneficial ownership by such person of
shares of common stock, $.0005 per share("Common Stock"), of Orthometrix, Inc.,
a Delaware corporation (the "Issuer"). The filing of this Amendment is
occasioned by a board resolution authorizing the conversion of shareholder
notes. Except as set forth herein, the information provided in the original
statement is unchanged.

ITEM 1. SECURITY AND ISSUER.

     This statement relates to the Common Stock of the Issuer, Orthometrix, Inc.
The principal executive office of the Issuer is located at 106 Corporate Park
Drive, Suite 102, White Plains, New York 10604.

ITEM 2.  IDENTITY AND BACKGROUND.

     The person filing this statement is Reynald G. Bonmati, whose residence
address is Premium Point, New Rochelle, New York 10801. The undersigned is
Chairman of the Board, President, Treasurer and a Director of the Company. The
undersigned is also a managing member of Bones, LLC an entity which is a
stockholder of the Issuer.

     During the past five years, the foregoing party, has not (a) been convicted
in a criminal proceeding (excluding traffic violations or similar misdemeanors),
or (b) been party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or is subject to a
judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws, or finding
any violations with respect to such laws.

ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

     Mr. Bonmati converted notes in the amount of $695,000 for issuance of
2,470,960 shares of Common Stock of the Issuer on January 17, 2005.

ITEM 4. PURPOSE OF TRANSACTION.

     This Amendment is being filed as a result of the transactions described
above. The reporting persons have no present plans or proposals that relate to
or would result in or cause:

     (a) the acquisition by any person of additional securities of the Issuer,
or the disposition of securities of the Issuer;

     (b) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer or any of its subsidiaries;

     (c) a sale or transfer of a material amount of assets of the Issuer or any
of its subsidiaries;

     (d) any change in the present board of directors or management of the
Issuer, including any plans or proposals to change the number or term of
directors or to fill any existing vacancies on the board;

     (e) any material change in the present capitalization or dividend policy of
the Issuer;

     (f) any other material change in the Issuer's business or corporate
structure;

     (g) changes in the Issuer's charter, bylaws or instruments corresponding
thereto or other actions which may impede the acquisition of control of the
Issuer by any person;




     (h) a class of securities of the Issuer being de-listed from a national
securities exchange or to cease to be authorized to be quoted in an interdealer
quotation system of a registered national securities association;

     (i) a class of equity securities of the Issuer becoming eligible for
termination of registration pursuant to Section 12(g)(4)of the Securities
Exchange Act of 1934; or

     (j) any action similar to any of those enumerated above.

     The filing persons reserve the right to adopt such plans and proposals
subject to applicable regulatory requirements, if any; and to transfer
securities of the Issuer directly and/or sell securities of the Issuer in the
open market.

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.

     (a) As of February 16, 2005, there were 35,710,939 shares of Common Stock
of the Issuer outstanding. Mr. Bonmati may be deemed to be the beneficial owner
of 19,092,919 shares of Common Stock (or 53.5% of the total shares outstanding).
This figure includes: (i) 6,413,420 shares owned directly by Mr. Bonmati; and
(ii) 12,679,499 shares owned by Bones, LLC.

     Mr. Bonmati may be deemed to beneficially own the shares owned by Bones LLC
due to his relationship with such an entity. Mr. Bonmati is a managing member of
Bones LLC. Beneficial ownership of the stock owned by Bones is disclaimed by Mr.
Bonmati, except to the extent of his proportionate interest in such entities.
The above ownership figures do not include a total 1,159,931 shares of Common
Stock owned by Mr. Bonmatis wife, as trustee of the Sandrine Bonmati Trust and
The Chrystele Bonmati Trust benefiting their children, with respect to which Mr.
Bonmati disclaims beneficial ownership.

     (b) Mr. Bonmati has sole power to vote and dispose of 6,413,420 shares
owned directly by Mr. Bonmati and shared power to vote and dispose of 12,679,499
shares owned by Bones LLC.

     (c) There have been no transactions in securities of the Company affected
during the past sixty days by the undersigned other than as described herein.

     (d) Except as set forth in this Amended Statement, no other person is known
to have the right to receive or the power to direct the receipt of dividends
from, or the proceeds from the sale of, the securities of, the Issuer that are
owned beneficially by the reporting persons.

     (e) Item 5(e) is not applicable to this Amended Statement.






ITEM 6.  CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
         TO THE SECURITIES OF THE COMPANY

         N/A

ITEM 7.  MATERIAL TO BE FILED AS EXHIBITS.

         N/A


                                   SIGNATURES

     After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.


Date: February 22, 2005






                                           /s/ Reynald G. Bonmati
                                           --------------------------
                                           Reynald G. Bonmati
                                           President and Chairman