Exhibit 31.1

 

CERTIFICATIONS OF THE CHIEF EXECUTIVEOFFICER PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

 

I, Alan R. Rae, certify that:

 

1. I have reviewed this report onForm 10-Q of O2Diesel Corporation;

 

2. Based on my knowledge, this reportdoes not contain any untrue statement of a material fact or omit to state amaterial fact necessary to make the statements made, in light of thecircumstances under which such statements were made, not misleading withrespect to the period covered by this report;

 

3. Based on my knowledge, thefinancial statements, and other financial information included in this report,fairly present in all material respects the financial condition, results ofoperations and cash flows of the registrant as of, and for, the periodspresented in this report;

 

4. The registrant's other certifyingofficer and I are responsible for establishing and maintaining disclosurecontrols and procedures (as defined in Exchange Act Rules 13a-15(e) and15d-15(e)) and internal control over financial reporting (as defined inExchange Act Rules 13a-15(f) and 15d-15(f) for the registrant and have:

 

(a) Designed such disclosure controlsand procedures, or caused such disclosure controls and procedures to bedesigned under our supervision, to ensure that material information relating tothe registrant, including its consolidated subsidiaries, is made known to us byothers within those entities, particularly during the period in which thisreport is being prepared;

 

(b) Designed such internal controlover financial reporting, or caused such internal control over financialreporting to be designed under our supervision, to provide reasonable assuranceregarding the reliability of financial reporting and the preparation offinancial statements for external purposes in accordance with generallyaccepted accounting principles;

 

(c) Evaluated the effectiveness ofthe registrant's disclosure controls and procedures and presented in thisreport our conclusions about the effectiveness of the disclosure controls andprocedures, as of the end of the period covered by this report based on suchevaluation; and

 

(d) Disclosed in this report anychange in the registrant's internal control over financial reporting thatoccurred during registrant's most recent fiscal quarter (the registrant'sfourth fiscal quarter in the case of an annual report) that has materiallyaffected, or is reasonably likely to materially affect, registrant's internalcontrol over financial reporting; and

 

5. The registrant's other certifyingofficer and I have disclosed, based on our most recent evaluation of internalcontrol over financial reporting to the registrant's auditors and the auditcommittee of registrant's board of directors (or persons performing theequivalent functions):

 

(a) All significant deficiencies andmaterial weaknesses in the design or operation of internal control overfinancial reporting which are reasonably likely to adversely affect theregistrant's ability to record, process, summarize and report financial information;and

 

(b) Any fraud, whether or notmaterial, that involves management or other employees who have a significantrole in the registrant's internal control over financial reporting.

 
| Date: May 15, 2008            |
|-------------------------------|
|                          |
| /s/ Alan R. Rae               |
| Alan R. Rae                   |
| Chief Executive Officer       |
| (Principal Executive Officer) |