CERTIFICATION




302/SOX




I,
      David Walters, certify that:




1.
            I
                have reviewed this Quarterly Report on Form 10-Q of STI Group, 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
                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 have:




(a)
      Designed such disclosure controls and procedures, or caused such disclosure
      controls and procedures to be designed under the Company’s 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)
      Evaluated the effectiveness of the registrant’s disclosure controls and
      procedures and presented in this report the Company’s 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 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 the Company’s 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):




(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:
      May 28, 2008





/s/
      David Walters


David
      Walters


Chairman


(Principal
      Financial and Accounting Officer)