**Exhibit 31.2**

 

CERTIFICATION

 

I,Paul R. Kimmel, Chief Financial Officer of MediCor Ltd. (the “Registrant”),certify that:

 

1.                                       Ihave reviewed this Annual Report on Form 10-KSB of the Registrant;

 

2.                                       Basedon my knowledge, this report does not contain any untrue statement of amaterial fact or omit to state a material fact necessary to make the statementsmade, in light of the circumstances under which such statements were made, notmisleading with respect to the period covered by this report;

 

3.                                       Basedon my knowledge, the financial statements, and other financial informationincluded in this report, fairly present in all material respects the financialcondition, results of operations and cash flows of the Registrant as of, andfor, the periods presented in this report;

 

4.                                       TheRegistrant’s other certifying officers and I are responsible for establishingand maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and15d-15(e)) for the Registrant and have:

 

(a)          Designed such disclosurecontrols and procedures, or caused such disclosure controls and procedures tobe designed under our supervision, to ensure that material information relatingto the Registrant, including its consolidated subsidiaries, is made known to usby others within those entities, particularly during the period in which thisreport is being prepared;

 

(b)         Evaluated theeffectiveness of the Registrant’s disclosure controls and procedures andpresented in this report our conclusions about the effectiveness of thedisclosure controls and procedures, as of the end of the period covered by thisreport based on such evaluation; and

 

(c)          Disclosed in this reportany change in the Registrant’s internal control over financial reporting thatoccurred during the registrant’s most recent fiscal quarter (the Registrant’sfourth fiscal quarter in the case of this annual report) that has materiallyaffected, or is likely to materially affect, the Registrant’s internal controlover financial reporting; and

 

5.                                       TheRegistrant’s other certifying officers and I have disclosed, based on our mostrecent evaluation of internal control over financial reporting, to theRegistrant’s auditors and the audit committee of Registrant’s board ofdirectors (or persons performing the equivalent functions):

 

(a)          All significantdeficiencies and material weaknesses in the design or operation of internalcontrol over financial reporting which are reasonably likely to adverselyaffect the Registrant’s ability to record, process, summarize and reportfinancial information; and

 

(b)         Any fraud, whether or notmaterial, that involves management or other employees who have a significantrole in the Registrant’s internal control over financial reporting.

 

 
| Dated: July 24,  2006                                              |
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| /s/ Paul R. Kimmel                                                      |   |
| Paul R. Kimmel,  Chief Financial Officer  (Principal Financial Officer) |

 

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