Exhibit 31.2


I, Mark J. Cowan, as Chief Financial Officer of the Company, certify that:

  1.   I have reviewed this quarterly report on Form 10-QSB of Bioethics,
     Ltd.;

  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 quarterly 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 registrant 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)) and
     internal control over financial reporting (as defined in Exchange Act
     Rules 13a-15(f) and 15d-15(f)) 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 registrant, 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 cause
          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 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

       d.   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
          (the small business issuer's fourth fiscal quarter in the case of
          an annual report) 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(s) 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 controls 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 control over financial reporting.

Date: November 9, 2004                    /s/ Mark J. Cowan
                                           Mark J. Cowan
                                          Chief Financial Officer