**EXHIBIT
      31**





**Certification
      of Chief Executive Officer and Chief Financial Officer pursuant to
      Rule**


**15d
      - 14(a) under the Securities Exchange Act of 1934, as amended (the “Exchange
      Act”).**





I,
      John
      Works certify that:





1.
      I have
      reviewed this Quarterly Report on Form 10-Q of Rancher Energy Corp.
      (“registrant”);





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 registrant as of, and
      for, the periods presented in this report;





4.
      I am
      responsible for establishing and maintaining disclosure controls and procedures
      (as defined in Exchange Act Rule 13a-15(e) and 15d-15(e)) for the registrant
      and
      I have:





(a)
      Designed such disclosure controls and procedures, or caused such disclosure
      controls and procedures to be designed under my supervision, to ensure that
      material information relating to the registrant, including its consolidated
      subsidiaries, is made known to me by others within those entities, particularly
      during the period in which this report is being prepared;





(b)
      Reserved;





(c)
      Evaluated the effectiveness of the registrant’s disclosure controls and
      procedures and presented in this report my 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 (the registrant’s fourth fiscal quarter in the case of an annual report)
      that has materially affected, or is reasonably likely to materially affect,
      the
      registrant’s internal control over financial reporting; and





5.
      I have
      disclosed, based on my most recent evaluation of internal control over financial
      reporting, to the registrant’s auditors and the audit committee of the
      registrant’s board of directors (or persons performing the equivalent
      functions):





(a)
      All
      significant deficiencies and material weaknesses in the design of operation
      of
      internal control over financial reporting which are reasonably likely to
      adversely effect the registrant’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 registrant’s internal control over financial
      reporting.





Date:
            August
                28, 2006Signature:
            /s/
                John WorksJohn
                WorksTitle:
            Chief
                Executive Officer & Chief Financial
                Officer