***EXHIBIT 31***

 

CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER PURSUANT TO RULE 13a-14 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Joel Dumaresq certify that:        1. I have reviewed this report on Form 10-Q of Planktos Corp.;                 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 respectto 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 operationsand cash flows of the small business issueras of, and for, the period presented in this report;                 4.The small business issuer’s other certifying officer(s) and I areresponsible 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 the Exchange Act Rules 13a-15(f) and 15d-15(f) for the small business issuer and have:

a)     Designed suchdisclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, 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 the small business issuer’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 the small business issuer’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 tomaterially affect, the small business issuer’s internal control over financial reporting; and

5.The small business issuer’s other certifying officer(s) andI 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)     All significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely toadversely affect the small business issuer'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 the small business issuer's internal controls over financial reporting.

 

Date: August 18, 2008         

/s/ Joel Dumaresq

Joel Dumaresq

Chief Executive Officer and Chief Financial Officer

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