Exhibit 31.1


        CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER PRUSANT TO EXCHANGE
     ACT RULE 13A-14(A)/15D-14(A) AS ADOPTED PURSUANT TO SECTION 302 OF THE
                           SARBANES-OXLEY ACT OF 2002


       I, Michael J. Cavaleri, Chief Executive Officer and Chief Financial
                             Officer certify that:

      1. I have reviewed this Annual report on Form 10-KSB/A of Downside Up,
Inc.

      2. Based on my knowledge, this quarterly 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
quarterly report;

      3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly 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 quarterly report;

      4. The small business issuer's other certifying officer(s) and I am
responsible for establishing and maintaining disclosure controls 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)) 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, if
            any, is made known to us by others within those entities,
            particularly during the period in which this quarterly report is
            being prepared;
      b)    Evaluated the effectiveness of the small business issuer
            disclosure's controls and procedures and presented in this quarterly
            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 evaluations; and
      c)    Disclosed in this quarterly report any change in the small business
            issuer internal control over financial reporting that occurred
            during the small business issuer's most recent fiscal quarter (the
            small business issuer fourth fiscal quarter in the case of any
            annual report) that has materially affected, or is reasonably likely
            to materially affect, the Registrant's internal control over
            financial reporting;


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      5. 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 registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent
functions):
      a)    All significant deficiencies and material weaknesses in the design
            or operation of internal controls over financial reporting which are
            reasonably likely to adversely affect the small business issuer's
            ability to record, process, summarize and report financial data and
            have identified for the small business issuer's auditors any
            material weaknesses in internal controls; 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: July 10, 2006

/s/ Michael J. Cavaleri
-----------------------
Michael J. Cavaleri
Chief Executive Officer
Chief Financial Officer
(Principal Executive Officer)



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