Exhibit 31.1


                           Section 302 Certification

                                 CERTIFICATIONS

I, Guy Nissenson, certify that:

1. I have reviewed this annual report on Form 10-KSB/A of Xfone, 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 Xfone, Inc. as of,
and for, the periods presented in this report;

4. The registrant's other certifying officers and I are 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 Xfone,
Inc. 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 Xfone, Inc., including its
consolidated subsidiaries, is made known to us by others within those entities,
particularly during the period in which this 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 Xfone, Inc.'s disclosure controls
and procedures and presented in this report our 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

            (d) Disclosed in this report any change in Xfone, Inc.'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 registrant's other certifying officers and I have disclosed, based on our
most recent evaluation of internal control over financial reporting, to Xfone,
Inc.'s auditors and the audit committee of Xfone, Inc.'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
reasonably likely to adversely affect Xfone, Inc.'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 Xfone, Inc.'s internal control
over financial reporting.

Date: June 10, 2004

/s/Guy Nissenson
Guy Nissenson
President, Principal Executive Officer, Principal Financial Officer,
and Principal Accounting Officer