**Exhibit31.1**

 

Certification of Chief Executive Officer Pursuant to18 U.S.C. Section 1350 as Adopted Pursuant toSection 906 of the Sarbanes-Oxley Act of 2002

 

Inconnection with the Quarterly Report on Form 10-QSB of Arbor EnTech Corporation(the “Company”) for the fiscal quarter ended January 31, 2004 as filed with theSecurities and Exchange Commission on the date hereof (the “Report”), I, HarveyHoutkin, Chairman and Chief Executive Officer of the Company, hereby certifythat:

 

(1)   I, Harvey Houtkin, havereviewed this quarterly report on Form 10-QSB of Arbor EnTech Corporation;

 

(2)   Based on my knowledge, thisQuarterly Report does not contain any untrue statement of a material fact oromit to state a material fact necessary to make the statements made, in lightof the circumstances under which such statements were made, not misleading withrespect to the period covered by this Quarterly Report;

 

(3)   Based on my knowledge, thefinancial statements and other financial information included in this QuarterlyReport fairly present in all material respects the financial condition, resultsof operations and cash flows of the registrant as of, and for, the periodspresented in this Quarterly Report;

 

(4)The registrant’s other certifying officers and I are responsible forestablishing and maintaining disclosure controls and procedures (as defined inExchange Act Rules 13a-14 and 15d-14) for the registrant and have:

 

(a)                                  designed such disclosurecontrols and procedures to ensure that material information relating to theregistrant is made known to us by others within those entities, particularlyduring the period in which this Quarterly Report is being prepared;

 

(b)                                 evaluated the effectivenessof the registrant’s disclosure controls and procedures as of a date within 90days prior to the filing date of this Quarterly Report (the “Evaluation Date”);and

 

(c)                                  presented in this QuarterlyReport our conclusions about the effectiveness of the disclosure controls andprocedures based on our evaluation as of the Evaluation Date;

 

(5)The registrant’s other certifying officers and I have disclosed, based on ourmost recent evaluation, to the registrant’s auditors and the audit committee ofregistrant’s board of directors (or persons performing the equivalentfunction):

 

(a)                                  all significant deficienciesin the design or operation of internal controls which could adversely affectthe registrant’s ability to record, process, summarize and report financialdata and have identified for the registrant’s auditors any material weaknessesin internal controls; and

 

(b)                                 any fraud, whether or notmaterial, that involves management or other employees who have a significantrole in the registrant’s internal controls; and

 

(6)The registrant’s other certifying officers and I have indicated in thisquarterly report whether or not there were significant changes in internalcontrols or in other factors that could significantly affect internal controlssubsequent to the date of our most recent evaluation, including any correctiveactions with regard to significant deficiencies and material weaknesses.

 
| March  15, 2004 | s/Harvey  Houtkin        |   |
|-----------------|--------------------------|--------|
|            | Harvey  Houtkin          |
|            | Chief  Executive Officer |

 

 

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