Exhibit
      31.1






**CERTIFICATION**






I,
      Jay
      Stulberg, certify that:




1. I
      have
      reviewed this annual report on Form 10-KSB of The Tracker Corporation of
      America;




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 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 small business issuer as of, and
      for, the periods presented in this 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) and internal control over financial
      reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) for the
      small business issuer 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 small business issuer, including its consolidated
      subsidiaries, is made known to us by others within those entities, particularly
      during the period in which this quarterly 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 small business issuer’s disclosure controls and procedures
      and presented in this report our conclusions about the effectiveness of the
      disclosure controls and procedures, as of a date within 90 days prior to the
      filing date of this quarterly 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 occurred during the small business issuer’s most recent
      fiscal quarter (the small business issuer’s fourth fiscal quarter in the case of
      an annual report) that has materially affected, or is reasonably likely to
      materially affect, the small business issuer’s internal control over financial
      reporting; and




5. The
      small
      business issuer’s other certifying officers and I have disclosed, based on our
      most recent evaluation of internal control over financial reporting, 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 control over
      financial reporting which are reasonably likely to 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 control over financial
      reporting; and






Dated:
      December 22, 2005











/s/
      Jay
      Stulberg


Jay
      Stulberg, President