---

CERTIFICATIONS*

I, Steven Vestergaard, certify that:

|(1) | I have reviewed this annual report on Form 10-KSB
      of Destiny Media Technologies 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 small business issuer as of, and for, the periods
      presented in this report;                                                                 
|
|
|    |                                                                                                                                                                                                                                                                                                                                                                                            
|(4) | The small business issuer's other certifying
      officer(s) 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 the small business issuer
      and have:
|
|
|
|    |                                                                                                                                                                                                                                                                                                                                                                                            
|    | (a)                                                                                                                                                                                                                                                                                                                                                                                        
|
|
|
|
|    |                                                                                                                                                                                                                                                                                                                                                                                            
|    | (b)                                                                                                                                                                                                                                                                                                                                                                                        
|
|
|
|
|    |                                                                                                                                                                                                                                                                                                                                                                                            
|    | (c)                                                                                                                                                                                                                                                                                                                                                                                        
|
|
|
|    |                                                                                                                                                                                                                                                                                                                                                                                            
|    | (d)                                                                                                                                                                                                                                                                                                                                                                                        
|
|
|
|
|    |                                                                                                                                                                                                                                                                                                                                                                                            
|(5) | The small business issuer's other certifying
      officer(s) and I have disclosed, based on our most recent evaluation of
      internal control over financial reporting, to the small business issuer's
      auditors and the audit committee of the small business issuer's board of
      directors (or persons performing the equivalent functions):                                
|
|
|
|    |                                                                                                                                                                                                                                                                                                                                                                                            
|    | (a)                                                                                                                                                                                                                                                                                                                                                                                        
|
|
|
|
|
|
|

| |     |                                                                                                                                                                                                  
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (b) | Any fraud, whether or not material, that involves
      management or other employees who have a significant role in the small business
      issuer's internal control over financial reporting.
|

|Date: December 19, 2005                                  
|---------------------------------------------------------
|                                                         
|/s/ Steven
      Vestergaard                             
|[Signature]                                              
|Chief Financial Officer and Chief Executive
      Officer
|[Title]                                                  

---