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 quarterly 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 29, 2005
   /s/
        Jay
        Stulberg
 Jay
        Stulberg, President