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 CEC Industries, 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: August 16, 2004                      /s/ Jeffrey Sternberg
                             -------------------------------------------
                                             Jeffrey Sternberg
                                        Chief Executive Officer
                                        Chief Financial Officer