EXHIBIT 31.1

                                  Certification

         I, Michael Sheppard, President, Chief Executive Officer, and acting
Chief Financial Officer of Global Matrechs, Inc., certify that:

         1.       I have reviewed this quarterly report on Form 10-Q/A of Global
                  Matrechs, Inc.;

         2.       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;

         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 registrant as of, and for,
                  the periods presented in this report;

         4.       I am responsible for establishing and maintaining disclosure
                  controls and procedures (as defined in Exchange Act Rules
                  13a-15(e) and 15d-15(e)) for the registrant and I have:

                  (a)    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 registrant, 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;

                  (b)    Evaluated the effectiveness of the registrant'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

                  (c)    Disclosed in this report any change in the registrant's
                         internal control over financial reporting that occurred
                         during the registrant's most recent fiscal quarter that
                         has materially affected, or is reasonably likely to
                         materially affect, the registrant's internal control
                         over financial reporting; and

         5.       I have disclosed, based on my most recent evaluation of
                  internal control over financial reporting, to the registrant's
                  auditors and the audit committee of the registrant'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 reasonable likely to
                         adversely affect the registrant'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 registrant's internal control over
                         financial reporting.



                                          Global Matrechs, Inc.

                                          By:  /s/ Michael Sheppard
                                                   ----------------------
                                          Name:    Michael Sheppard
                                          Title:   President, CEO and acting CFO
                                          Date:    September 3, 2004