**EXHIBIT
      31.2**




**CERTIFICATION**




I,
      Matthew M. Loar, certify that:




(1)
            I have reviewed this quarterly report on Form 10-QSB
      of Osteologix, Inc.;




(2)   
        Based on my knowledge, this quarterly 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 report, fairly present in all material respects
      the
      financial condition, results of operations and cash flows of the small business
      issuer as of, and for, the periods presented in this report;




(4)   
        The small business issuer’s other certifying officer 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)) for the small
      business issuer 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 small business
      issuer, including its consolidated subsidiaries, is made known to us by others
      within those entities, particularly during the period in which this report
      is
      being prepared;




(b)
            Evaluated the effectiveness of the small business
      issuer’s disclosure controls and procedures and presented in this report our
      conclusions about the effectiveness of the disclosure controls and procedures,
      as of the end of the period covered by this report based on such evaluation;
      and




(c)
            Disclosed in this report any change in the small
      business issuer’s internal control over financial reporting that occurred during
      the small business issuer’s most recent fiscal quarter that has materially
      affected, or is reasonably likely to materially affect, the small business
      issuer’s internal control over financial reporting; and




(5)   
        The small business issuer’s other certifying officer and I have
      disclosed, based on our most recent evaluation of internal control over
      financial reporting, to the small business issuer’s auditors and the audit
      committee of the small business issuer’s board of directors (or persons
      performing the equivalent functions):




(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 small business issuer’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 small business
      issuer’s internal controls over financial reporting.


Date:
              November 10, 2006
            By:
            /s/
              Matthew M. LoarMatthew
              M. LoarChief
                Financial Officer