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 Form 10-Q of Advantage Capital Development Corp.;

  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 issuers, 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 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) 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 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 financing 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 functions): (a) All
         significant deficiencies and material weaknesses in the design or
         operation of internal control over financial reporting which are
         reasonable 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
         involved management or other employees who have a significant role
         in the small business issuer's internal control over financial
         reporting.

Date: February 14, 2005                   /s/ Jeffrey Sternberg
                                       -----------------------------------
                                        Jeffrey Sternberg
                                        Chief Executive Officer
                                        Chief Financial Officer