Exhibit
      31





**CERTIFICATION
      OF PRESIDENT AND CHIEF FINANCIAL OFFICER**





**PURSUANT
      TO THE SECURITIES EXCHANGE ACT OF 1934,**





**RULES
      13a-14 AND 15d-14**





**AS
      ADOPTED PURSUANT TO**





**SECTION
      302 OF THE SARBANES-OXLEY ACT OF 2002**





I,
      Christopher J. Reed, certify, pursuant to Rules 13a-14 and 15-d14 of the
      Securities Exchange Act of 1934 (the “Exchange Act”), as adopted pursuant to
§302 of the Sarbanes-Oxley Act of 2002, that:


1.
              I
                    have reviewed this report;


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
                small
                business issuer, 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 small business issuer 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 small business issuer,
      including any consolidated subsidiaries, is made known to us by others within
      those entities, particularly during the period in which this report is being
      prepared;





(b)
        Evaluated the effectiveness of the small business issuer'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; and





(c)
        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





5.
            I
                have disclosed, based on my 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 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.








/s/ Christopher J. Reed


Christopher
      J. Reed,





Chief
      Executive Officer, President and
      Chief
      Financial Officer





November
      17, 2006