**Exhibit
      31.1**






*Certification*




I,
      Thomas
      Mathew, certify that:






1.  I
      have
      reviewed this Form 10-KSB/A of Sterling Equity Holdings, 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.  The
      small
      business issuer's other certifying officer(s) and I are 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) and 15d-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, is made known to us by others within those entities, particularly
      during the period in which this report is being prepared;






b.  Designed
      such internal control over financial reporting, or caused such internal control
      over financial reporting to be designed under our supervision, to provide
      reasonable assurance regarding the reliability of financial reporting and the
      preparation of financial statements for external purposes in accordance with
      generally accepted accounting principles; and






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 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 contril over financial reporting.









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
      small business issuer's auditors and the audit committee of the small business
      issuer'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 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:
      October 14, 2005








_/s/ 
      Thomas Mathew_________________


Thomas
      Mathew, Principal Executive Officer and


Principal
      Financial and Accounting Officer