**EXHIBIT31.1**

 

CERTIFICATION

I, Gregory M. McKee, certify that:

 

1.                                       I have reviewedthis quarterly report on Form 10-Q of Stressgen Biotechnologies Corporation(the “company”);

2.                                       Based on myknowledge, this report does not contain any untrue statement of a material factor omit to state a material fact necessary to make the statements made, inlight of the circumstances under which such statements were made, notmisleading with respect to the period covered by this report;

3.                                       Based on myknowledge, the financial statements, and other financial information includedin this report, fairly present in all material respects the financialcondition, results of operations and cash flows of the company as of, and for,the periods presented in this report;

4.                                       I am responsiblefor establishing and maintaining disclosure controls and procedures (as definedin Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control overfinancial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f))for the company and have:

a.             designedsuch disclosure controls and procedures, or caused such disclosure controls andprocedures to be designed under my supervision, to ensure that materialinformation relating to the company, including its consolidated subsidiaries, ismade known to me by others within those entities, particularly during theperiod in which this report is being prepared;

b.             designedsuch internal control over financial reporting, or caused such internal controlover financial reporting to be designed under my supervision, to providereasonable assurance regarding the reliability of financial reporting and thepreparation of financial statements for external purposes in accordance withgenerally accepted accounting principals;

c.             evaluatedthe effectiveness of the company’s disclosure controls and procedures andpresented in this report my conclusions about the effectiveness of thedisclosure controls and procedures, as of the end of the period covered by thisreport based on such evaluation;

d.             disclosedin this report any change in the company’s internal control over financialreporting that occurred during the period covered by the report that hasmaterially affected or is reasonably likely to materially affect, the company’sinternal control over financial reporting; and

5.                                       I havedisclosed, based on my most recent evaluation of internal control overfinancial reporting, to the company’s auditors and the audit committee ofcompany’s board of directors (or persons performing the equivalent function):

a.             allsignificant deficiencies and material weaknesses in the design or operation ofinternal control over financial reporting which are reasonably likely toadversely affect the company’s ability to record, process, summarize and reportfinancial information; and

b.             anyfraud, whether or not material, that involves management or other employees whohave a significant role in the company’s internal control over financialreporting.

Date: May 10, 2005
|   | /s/ Gregory M. McKee    |   |
|--------|-------------------------|--------|
|   | Gregory M. McKee        |
|   | Chief Financial Officer |

 

----