CERTIFICATION PURSUANT TO RULE 13a-14 AND 15d-14
              UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED

      I, Dr. Jan Stahl,  Chief  Executive  Officer  and acting  Chief  Financial
Officer of APO Health, Inc., certify that:

      1.    I have  reviewed this  quarterly  report on Form 10 Q of APO Health,
            Inc.;

      2.    Based on my knowledge,  this  quarterly  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 quarterly report;

      3.    Based on my knowledge, the financial statements, and other financial
            information included in this quarterly 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 quarterly report;

      4.    The registrant's  other certifying officer 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 we have:

            (a)   designed  such  disclosure  controls and  procedures 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 of a date within 45 days of the filing
                  date of this quarterly report (the "Evaluation Date"); and

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

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

            (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

<PAGE>

                                      -16-

      6.    The registrant's  other  certifying  officer and I have indicated in
            this quarterly report whether or not 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.


Dated: February 5, 2004                 By: /s/  Dr. Jan Stahl
                                           -------------------------------------
                                           Dr. Jan Stahl
                                           Chief Executive Officer, acting
                                           Chief Financial Officer and Director


                                      -17-