EXHIBIT 31.1



      CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER
            PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Marc Ebersole, certify that:

1.  I  have  reviewed  this  Annual  Report  on  Form 10-KSB of BioStem,  Inc.;

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 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 this report
     is  being  prepared;

          b)  Paragraph  omitted  in accordance with SEC transition instructions
     contained  in  SEC  Release  No.  33-8238;

          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

5.  I  have  disclosed,  based on, my 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):

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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 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.

Date: April 21, 2006

     By: /s/ Marc Ebersole
     -------------------------------
     Marc Ebersole,
     Chief Executive Officer and
     Chief Financial Officer

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