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: November   , 2004                /s/ Jeffrey Sternberg
                                       -----------------------------------------
                                       Jeffrey Sternberg
                                       Chief Executive Officer
                                       Chief Financial Officer