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: May 9, 2005             /s/ Mark J. Cowan

                              Mark J. Cowan
                              Chief Financial Officer