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: August 11, 2004                     /s/ Mark J. Cowan
                                          Mark J. Cowan
                                          Chief Financial Officer