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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
      November 30, 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:
                January
                16, 2007
            By:
                /S/ Tracy
                A. MooreTracy
                A. Moore, Chief Financial Officer and
                Director