CERTIFICATION PURSUANT TO
                  SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
                            (18 U.S.C. SECTION 1350)


I, Jeffrey Sternberg, certify that;

1.       I have reviewed this annual report on Form 10-K of CEC
         Industries, Corp.

2.       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;

3.       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 registrant as of,
         and for, the periods presented in this annual 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-
         14 and 15d-14) for the registrant and have:

         a)     designed such disclosure controls and procedure to
                ensure that material information relating to the
                registrant, including its consolidated subsidiaries,
                is made known to us by others within those entities,
                particularly during the period in which this
                annual report is being prepared;

         b)     evaluated the effectiveness of the registrant's


                disclosure controls and procedures as of a date
                within 90 days prior to the filing date of this
                annual report (the "Evaluation Date"); and

         c)     presented in this annual report our conclusions
                about the effectiveness of the disclosure controls
                and procedures based on our evaluation as of the
                Evaluation Date;

5.       The registrant's other certifying officers and I have
         disclosed, based on our most recent evaluation, to the
         registrant's auditors and the  audit committee of registrant's
         board of directors (or persons performing the equivalent
         functions):

         a)     all significant deficiencies in the design or
                operation of internal controls which could adversely
                affect the registrant's ability to record, process,
                summarize and report financial data and have
                identified for the registrant's auditors any material
                weaknesses in internal controls; and

         b)     any fraud, whether or not material, that involves
                management or other employees who have a significant
                role in the registrant's internal controls; and

6.       The registrant's other certifying officers and I have indicated
         in this annual report whether there were significant changes
         in internal controls or in other factors that could
         significantly affect internal controls subsequent to the date
         of our most recent evaluation, including any corrective actions
         with regard to significant deficiencies and material
         weaknesses.



                                            /s/ Jeffrey Sternberg
                             -------------------------------------------
                                             Jeffrey Sternberg
                                        Chief Executive Officer
                                        Chief Financial Officer



August 9, 2004