EXHIBIT 31

 

CERTIFICATION PURSUANT TO SECTION 302

 

I, StephenM. Morrill, certify that:

 

1.   I have reviewed this Form 10-Q of PivotalGroup, Inc.

 

2.  Based on my knowledge, this report doesnot contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, inlight 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 financialstatements, 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.  The registrant's other certifying officer(s)and I are responsible for establishing and maintaining disclosure ontrols and procedures (as defined in Exchange Act Rules 13a-15(e)and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for theregistrant and have:

 

a)      Designed such disclosure controls andprocedures,or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material informationrelating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularlyduring the period in which this report is being prepared;

 

b)     Designed such internal control overfinancial reporting, or caused such internal control over financial reporting to be designed under our supervision, to providereasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for externalpurposes in accordance with generally accepted accounting principles;

 

c)      Evaluated the effectiveness of the registrant'sdisclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controlsand procedures, as of the end of the period covered by this report based on such evaluations; and

 

d)      Disclosed in this report any changein 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 likelyto materially affect, the registrant's internal control over financial reporting; and

 

 

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

 

a)     All significant deficiencies and materialweaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affectthe 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.