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 10, 2006                     /s/ Mark J. Cowan
                                          Mark J. Cowan
                                          Chief Financial Officer