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**EXHIBIT
      31.2**









**CERTIFICATION
      OF PRINCIPAL EXECUTIVE OFFICER**


**PURSUANT
      TO 18 U.S.C. SECTION 1350,**


**AS
      ADOPTED PURSUANT TO SECTION 302 OF**


**THE
      SARBANES-OXLEY ACT OF 2002**







I,
      Tracy
      Moore, Chief Financial Officer, certify that:




1.
        I have
        reviewed this annual report on Form 10-KSB of Mexoro Minerals
        Limited;
  2.
        Based
        on my knowledge, this annual 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 annual report;
  3.
        Based
        on my knowledge, the financial statements, and other financial information
        included in this annual report, fairly present in all material respects the
        financial condition, results of operations and cash flows of the small business
        issuer as of, and for, the periods presented in this annual report;
  4. The
        small business issuer's other certifying officers and I are responsible for
        establishing and maintaining disclosure controls and procedures (as defined
        in
        Exchange Act Rules 13a-14 and 15d-14) for the small business issuer and
        have:
  a)
        designed such disclosure controls and procedures to ensure that material
        information relating to the small business issuer, including its
        consolidated subsidiaries, is made known to us by others within those entities,
        particularly during the period in which this annual report is being prepared;
  b)
        omitted;
  c)
        evaluated the effectiveness of the small business issuer's disclosure controls
        and presented in this report our conclusions about the effectiveness of the
        disclosure controld 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 occured
        during
        the small business issuer's most recent financial quarter (the small business
        issuer's fourth quarter in the case of an annual report) that has
        materially affected, or is reaonably likely to materially affect, the small
        business issuer's internal control, over financial reporting; and
  5. The
        small business issuer's other certifying officer and I have disclosed,
        based on our most recent evaluation, 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 in the design or operation of internal controls
        which
        could 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
        controls over financial reporting.


Date:
      May
      30, 2006






/s/Tracy
      Moore  __________________________


Name:
      Tracy Moore


Title:
      Chief Financial Officer