Exhibit 31.2



CERTIFICATION



I, James N. Fairbairn, certify that:



1. I have reviewed this annual report on Form 10-KSB/A of Quincy Energy Corp.



2. Based on my knowledge, this annualreport 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 annualreport;



3. Based on my knowledge, the financial statements, and other financial information included in this annualreport, fairly present in all material respects the financial condition, results of operations and cash flows of the registrantsmall business issuer as of and for the periods presented in this annualreport.



4. The registrantsmall business issuers other certifying officers 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 registrantsmall 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 registrantsmall 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) 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; and



cb) Evaluated the effectiveness of theregistrantsmall 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



dc) Disclosed in this report any change in theregistrantsmall business issuers internal control over financial reporting that occurred during theregistrantsmall business issuers most recent fiscal quarter (theregistrantsmall business issuers fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, theregistrantsmall business issuers internal control over financial reporting.



5. Theregistrantsmall business issuers other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrantsmall business issuers auditors and the audit committee of registrantsmall 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 registrantsmall 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 registrantsmall business issuers internal control over financial reporting.



Date: March ●,20,2006





/s/ James N. Fairbairn

James N. Fairbairn

Chief Financial Officer