**EXHIBIT 31.1**

 

**CERTIFICATION**

 

I, Jeffrey R. Nieder, certify that:

 

1.                                       Ihave reviewed this report on Form 10-QSB of Centennial Specialty FoodsCorporation;

 

2.                                       Basedon my knowledge, this report does not contain any untrue statement of amaterial fact or omit to state a material fact necessary to make the statementsmade, in light of the circumstances under which such statements were made, notmisleading with respect to the period covered by this report;

 

3.                                       Basedon my knowledge, the financial statements, and other financial informationincluded in this report, fairly present in all material respects the financialcondition, results of operations and cash flows of the small business issuer asof, and for, the periods presented in this report;

 

4.                                       Thesmall business issuer’s other certifying officer(s) and I are responsible forestablishing and maintaining disclosure controls and procedures (as defined inExchange Act Rules 13a-15(e) and 15d-15(e)) for the small business issuer andhave:

 

(a)          Designed such disclosurecontrols and procedures, or caused such disclosure controls and procedures tobe designed under our supervision, to ensure that material information relatingto the small business issuer, including its consolidated subsidiaries, is madeknown to us by others within those entities, particularly during the period inwhich this report is being prepared;

 

(b)         Omitted

 

(c)          Evaluated theeffectiveness of the small business issuer’s disclosure controls and proceduresand presented in this report our conclusions about the effectiveness of thedisclosure controls and procedures, as of the end of the period covered by thisreport based on such evaluation; and

 

(d)         Disclosed in this reportany change in the small business issuer’s internal control over financialreporting that occurred during the small business issuer’s most recent fiscalquarter (the small business issuer’s fourth fiscal quarter in the case of anannual report) that has materially affected, or is reasonably likely tomaterially affect, the small business issuer’s internal control over financialreporting; and

 

5.                                       Thesmall business issuer’s other certifying officer(s) and I have disclosed, basedon our most recent evaluation of internal control over financial reporting, tothe small business issuer’s auditors and the audit committee of the smallbusiness issuer’s board of directors (or persons performing the equivalentfunctions):

 

(a)  All significant deficiencies in the design oroperation of internal control over financial reporting which are reasonablylikely to adversely affect the small business issuer’s ability to record,process, summarize and report financial information and have identified for thesmall business issuer’s auditors any material weaknesses in internal controls;and

 

(b)   Anyfraud, whether or not material, that involves management or other employees whohave a significant role in the small business issuer’s internal controls overfinancial reporting.

 

 
| Date:  | November  15, 2004              | /s/  JEFFREY R. NIEDER |   |
|--------|---------------------------------|------------------------|--------|
|   | Jeffrey  R. Nieder              |
|   | Title:  Chief Executive Officer |

 

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