CERTIFICATION
                           OF CHIEF EXECUTIVE OFFICER
                           AND CHIEF FINANCIAL OFFICER
                       PURSUANT TO 18 U.S.C. SECTION 1350,
                      AS ADOPTED PURSUANT TO SECTION 302 OF
                         THE SARBANES-OXLEY ACT OF 2002


I, Jeffrey Sternberg, certify that:

1.   I have reviewed this Amendment No. 1 to Form 10-Q of Advantage Capital
     Development Corp.;

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 business issuer as of, and for, the periods present in this report;

4.   The 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 13-a-15(f) and
     15d-15(f)) for the 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
          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 principals;

     (c)  Evaluated the effectiveness of the 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 business issuer's internal
          control over financing reporting that occurred during the business
          issuer's most recent fiscal quarter (the 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 business
          issuer's internal control over financial reporting; and

5.   The 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 business issuer's auditors and the audit committee of the
     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 business issuer's ability to
          record, process, summarize and report financial information; and

     (b)  Any fraud, whether or not material, that involved management or other
          employees who have a significant role in the business issuer's
          internal control over financial reporting.


Date: April 6, 2005               /s/  Jeffrey Sternberg
                                    -----------------------
                                    Jeffrey Sternberg
                                    Chief Executive Officer,
                                    Chief Financial Officer