Exhibit
31.1



CERTIFICATION



I,
Marc Sherman, Chairman of the Board and Chief Executive Officer, certify that:



| | 1. | I
                                         have reviewed this quarterly report on Form 10-Q/A of QSGI INC.;                                                                                                                                                                                                                                                                                                                                                                   
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| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | 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 respect to 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 operations and cash flows of the registrant as of, and for, the periods presented
                                         in this report;                   
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | 4. | I am responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and internal control over financial reporting
(as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) for the registrant and have:                                                                                                                                                                       



(a)
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision,
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 report is being prepared;



(b)
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed
under my 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 registrant's disclosure controls and procedures and presented in this report my 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;



(d)
disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the Registrant's
most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected,
or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and



| | 5. | I have disclosed, based on my most recent evaluation of internal control
over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons
performing the equivalent functions):
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(a)
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which
are reasonably likely to adversely affect the registrant'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 registrant's
internal control over financial reporting.



|Date:
    August 27, 2014 |  | /s/
    Marc Sherman                                                                                                   
|------------------------- |  | -----------------------------------------------------------------------------------------------------------------------
|                          |  | Marc
                                         Sherman
        Chairman
        of the Board and Chief Executive Officer