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**Exhibit
      31.2**




**Certification
        pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act
        of
        1934, as amended**
  I,
        Tracy A. Moore, certify that:
  I
        have reviewed this quarterly report on Form 10-QSB for the period ending
        August
        31, 2006 of Mexoro Minerals Ltd.
  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;
  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;
  I,
        Tracy A. Moore, the company's certifying officer am 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
  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:
                October
                16, 2006
            By:
                /S/ Tracy
                A. MooreTracy
                A. Moore, Chief Financial Officer and
                Director