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 9, 2005                      /s/ Mark J. Cowan
                                           Mark J. Cowan
                                           Chief Financial Officer