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 6, 2004                    /s/ Mark J. Cowan
                                     Mark J. Cowan
                                     Chief Financial Officer