Exhibit
31.2


Certification
pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of
1934, as amended





I, Mario
Ayub, certify that:





1.
            I
      have reviewed this annual report on Form 10-KSB of Mexoro Minerals Ltd.
      for the period ended February 29,
2008.





2.
            Based
      on my knowledge, this 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
      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 company
      as of, and for, the periods presented in this
  report;





4.
            The
      company's other certifying officer(s) 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 company 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 company, 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 caused 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 company'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 company's internal control over financial
reporting that occurred during the period covered by the annual report that has
materially affected, or is reasonably likely to materially affect, the company's
internal control over financial reporting; and





5.
            The
      company's other certifying officer(s) and I have disclosed, based on our
      most recent evaluation of internal control over financial reporting, to
      the company's auditors and the audit committee of the company's board of
      directors (or persons performing the equivalent
  functions):





(a)  All
significant deficiencies and material weaknesses in the design or operation of
internal control over financial reporting which are reasonably likely to
adversely affect the company'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 company's internal control over financial
reporting.





Date:
June 12, 2008





/s/ Mario
Ayub


Mario
Ayub, President and Acting Principal Financial Officer