**Exhibit 31.1**

 

**CERTIFICATION OF THECHIEF EXECUTIVE OFFICER PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002**

 

I, Sheldon Nelson, certify that:

 
| 1.     |   | I have reviewed this annual report  on Form 10-KSB of MDU Communications International, Inc.;                                                                                                                                                                                                                           |
|--------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                                                         |
| 2.     |   | Based on my knowledge, this annual  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 annual report; |
|   |   |                                                                                                                                                                                                                                                                                                                         |
| 3.     |   | Based on my knowledge, the financial  statements, and other financial information included in this annual 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 annual report;                    |
|   |   |                                                                                                                                                                                                                                                                                                                         |
| 4.     |   | I am responsible for establishing  and maintaining disclosure controls and procedures (as defined in Exchange  Act Rules 13a-15e and 15d-15e) for the registrant 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 registrant, including its consolidated subsidiaries, is made known to  me by others within those entities, particularly during the period in which  this annual report is being prepared; |
|   |   |                                                                                                                                                                                                                                                                                                                         |   |
|   |   | (b)                                                                                                                                                                                                                                                                                                                          | Evaluated the effectiveness of the  registrant’s disclosure controls and procedures and presented in this annual  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 registrant’s internal control over financial reporting that occurred  during the registrant’s most recent fiscal quarter that has materially  affected, or is reasonably likely to materially affect, the registrant’s  internal control over financial reporting; and |
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| 5.     |   | I have disclosed, based on my 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  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 controls over financial reporting. |

 

 
| Date:  March  16, 2004 | /s/ Sheldon Nelson                                   |   |
|----------------------------------|------------------------------------------------------|--------|
|                             | Sheldon Nelson                                       |
|                             | Chief Executive Officer  and Chief Financial Officer |

 

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