**Exhibit31**

FORM OF CERTIFICATION PURSUANT TO RULE 13a-14 AND15d-14 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED

CERTIFICATIONS

I, Laurence S. Levy,certify that:

1.    I have reviewed this annual report on Form10-KSB of Rand Acquisition Corporation;

2.    Based on myknowledge, this report does not contain any untrue statement of amaterial fact or omit to state a material fact necessary to make thestatements made, in light of the circumstances under which suchstatements were made, not misleading with respect to the period coveredby this report;

3.    Based on my knowledge, the financialstatements, 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 asof, and for, the periods presented in this report;

4.    Thesmall business issuer's other certifying officer(s) and I areresponsible for establishing and maintaining disclosure controls andprocedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e))and internal control over financial reporting (as defined in ExchangeAct Rules 13a-15(f) and 15d-15(f)) for the small business issuer andhave:

(a)    Designed such disclosure controlsand procedures, or caused such disclosure controls and procedures to bedesigned under our supervision, to ensure that material informationrelating to the small business issuer, including its consolidatedsubsidiaries, is made known to us by others within those entities,particularly during the period in which this report is beingprepared;

(b)    Designed such internalcontrol over financial reporting, or caused such internal control overfinancial reporting to be designed under our supervision, to providereasonable assurance regarding the reliability of financial reportingand the preparation of financial statements for external purposes inaccordance with generally accepted accounting principles;

(c)    Evaluated the effectiveness of the smallbusiness issuer's disclosure controls and procedures andpresented in this report our conclusions about the effectiveness of thedisclosure controls and procedures, as of the end of the period coveredby this report based on such evaluation; and

(d)    Disclosed in this report any change in thesmall business issuer's internal control over financial reportingthat occurred during the small business issuer's most recentfiscal quarter (the small business issuer's fourth fiscal quarterin the case of an annual report) that has materially affected, or isreasonably likely to materially affect, the small businessissuer's internal control over financial reporting; and

5.    The small business issuer's other certifyingofficer(s) and I have disclosed, based on our most recent evaluation ofinternal control over financial reporting, to the small businessissuer's auditors and the audit committee of the small businessissuer's board of directors (or persons performing the equivalentfunctions):

(a)    All significantdeficiencies and material weaknesses in the design or operation ofinternal control over financial reporting which are reasonably likelyto adversely affect the small business issuer's ability torecord, process, summarize and report financial information;and

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(b)    Any fraud, whetheror not material, that involves management or other employees who have asignificant role in the small business issuer's internal controlover financial reporting.

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|---------------------|--|---------------------|--|-------------------------------------------------|--|--|--|--|--|--|
| Date:March 30, 2005 |  | /s/ Laurence S.Levy |
|                |  | Name:               |  | Laurence S.Levy                                 |
|                |  | Title:              |  | Chairman of the Boardand Chief ExecutiveOfficer |
|                     |

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