EXHIBIT
31



CERTIFICATION



I,
Joseph Scott Wilson, certify that:

> I
>       have reviewed this annual report on Form 10-KSB of Royal Phoenix;
>     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;
>     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;
>     I
>       am the sole officer and director of the small business issuer and I 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 small business issuer and have:Designed
>         such disclosure controls and procedures, or caused such disclosure
>         controls and procedures to be designed under my supervision, to ensure
>         that material information relating to the small business issuer,
>         including its consolidated subsidiaries, is made known to me by others
>         within those entities, particularly during the period in which this
>         report is being prepared;
>       Designed
>         such internal control over financial reporting, or caused such internal
>         control over financial reporting to be designed under my 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;
>       Evaluated
>         the effectiveness of the small business issuer's disclosure controls and
>         procedures and presented in this report my 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
>       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
>   I
>       have disclosed, based on my most recent evaluation of internal control
>       over financial reporting, to the small business issuer's auditors of the
>       small business issuer's board of directors (or persons performing the
>       equivalent functions):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 small business issuer's
>         ability to record, process, summarize and report financial information;
>         and
>       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.



Date:
March 25, 2004



/s/
Joseph Scott Wilson

Joseph
Scott Wilson, President

Chief
Accounting Officer