**Exhibit 31**

 

CERTIFICATION

 

I,Patrick Matthews, Chief Executive Officer and Chief Financial Officer ofPrimary Business Systems, Inc. certify that:

 

1.             I have reviewed this annual reporton Form 10-QSB of Primary Business Systems, Inc.;

 

2.             Based on my knowledge, this annualreport does not contain any untrue statement of a material fact or omit tostate a material 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 annual 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 certifyingofficers and I are responsible for establishing and maintaining disclosurecontrols and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e))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)            [reserved]

 

c)             Evaluated the effectiveness of theregistrant’s disclosure controls and procedures and presented in this reportour 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 any changein the registrant’s internal control over financial reporting that occurredduring the registrant’s most recent fiscal quarter (the registrant’s fourthfiscal quarter in the case of an annual report) that has materially affected,or is reasonably likely to materially affect, the registrant’s internal controlover financial reporting; and

 

5.             The registrant’s other certifyingofficer(s) and I have disclosed, based on our most recent evaluation ofinternal control over financial reporting, to the registrant’s auditors and theaudit committee of the registrant’s board of directors (or persons performingthe equivalent 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 financialinformation; and

 

b)            any fraud,whether or not material, that involves management or other employees who have asignificant role in the registrant’s internal control over financial reporting.

 

Date:       November 18   , 2004

 
| /s/  Patrick Matthews                                     |   |
|-----------------------------------------------------------|--------|
| Patrick  Matthews,                                        |
| Chief  Executive Officer and                              |
| Chief  Financial Officer and Principal Accounting Officer |
| Primary  Business Systems, Inc.                           |

 

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