----

 

Exhibit 31

CERTIFICATION PURSUANT TO SECTION 302

OF THE SARBANES-OXLEY ACT OF 2002

I, Robert L. Lee, certify that:

- As of September 30, 2005, I have reviewed this quarterly  report of Form 10QSB;
- 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;
- 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;
- 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(3)) 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. Designed such disclosure 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 the 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 to materially affect, the small business    issuer's internal control over financial reporting; and
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. All significant deficiencies and material weaknesses in the design of    operation of internal control over financial reporting which are reasonably    likely to adversely 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 control over financial reporting.

Dated: October 31, 2005

***/s/ Robert L. Lee                       ***

By: Robert L. Lee

President and Chief Financial Officer