EXHIBIT 31.1

CERTIFICATION  OF  PRINCIPAL   EXECUTIVE  OFFICER  AND  PRINCIPAL
FINANCIAL  OFFICER PURSUANT TO EXCHANGE ACT RULE 13a-14(a),  as adopted pursuant
to Section 302 of the Sarbanes-Oxley Act of 2002.


      I, Craig Crawford, certify that:

      1. I have reviewed this annual report on Form 10-KSB of Pro Squared, 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 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.  The  small  business  issuer's  other  certifying  officers  and I are
responsible for establishing and maintaining  disclosure controls and procedures
(as defined in  Exchange  Act Rules  13a-14 and  15d-14) 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)  evaluated  the  effectiveness  of the  small  business  issuer's
      disclosure  controls  and  procedures  and  presented  in this  report our
      conclusions about 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  small  business
      issuer's  internal  control over financial  reporting that occurred during
      the small business issuer's most recent fiscal quarter (the small business
      issuer's  fourth fiscal  quarter in the case of an annual report) that has
      materially  affected,  or is reasonably likely to materially  affect,  the
      small business issuer's internal control over financial reporting; and

      5. The  small  business  issuer's  other  certifying  officers  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 function):

            a) all  significant  deficiencies  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 of financial reporting; and


Dated: April 14, 2004                  By:  /s/ Craig Crawford
                                           ------------------------------------
                                            Craig Crawford
                                            Chief  Executive  Officer and Chief
                                            Financial Officer