Exhibit 31

      Certification of Chief Executive Officer and Chief Financial Officer
            Pursuant to Section 302 of theSarbanes-Oxley Act of 2002.


I, Scott A. Haire, certify that:

1. I have reviewed this quarterly report on Form 10-QSB of MB Software, Inc.;

2. Based on my  knowledge,  this  quarterly  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 quarterly 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-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 causes such disclosure
controls and  procedures to be designed  under out  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;

(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 small business  issuer's internal
control  over  financial  reporting  that  occurred  during  the small  business
issuer's  most recent  financial  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
small business issuer's board of directors (or persons performing the equivalent
function);

(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 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: December 22, 2004

/S/    Scott A. Haire
---------------------
Scott A. Haire,
Chairman of the Board,
(Chief Executive Officer and Principal Financial Officer)