**Exhibit 31.1**

 

**CERTIFICATIONS**

 

I, Edward W. Savarese, certify that:

 

1.             Ihave reviewed this Form 10-KSB of Com-Guard.com, Inc.

 

2.             Basedon my knowledge, the Amendment does not contain any untrue statement of amaterial fact or omit to state a material fact necessary to make the statementsmade, in light of the circumstances under which such statements were made, notmisleading with respect to the period covered by this report.

 

3.             Basedon my knowledge, the financial statements, and the financial informationincluded in this Amendment, fairly present in all material respects thefinancial condition, results of operations and cash flows of the registrant asof, and for, the periods presented in this report.

 

4.             Theregistrant’s other certifying officers and I are responsible for establishingand maintaining disclosure controls and procedures (as defined in Exchange ActRules 13a-15(e) and 15d-15(e)) and internal control over financialreporting as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for theregistrant and have:

 

----

 

(a)           Designedsuch disclosure controls and procedures, or caused such disclosure controls andprocedures to be designed under our supervisions,  to ensure that material information relating to the registrant,including its consolidated subsidiaries, is made known to us by others withinthose entities, particularly during the period in which this Amendment is beingprepared;

 

(b)           Designedsuch internal controls over financial reporting, or caused such internalcontrol over financial reporting to be designed under our supervision toprovide reasonable assurance regarding the reliability of financial reportingand the preparation of financial statement for external purposed in accordancewith generally accepted accounting principles;

 

(c)           Evaluatedthe effectiveness of the registrant’s disclosure controls and procedures andpresented in this report our conclusions about the effectiveness of thedisclosure controls and procedures, as of the end of the period covered by thisreport based on such evaluation; and

 

d)            Disclosedin this report any change in the registrant’s internal control over financialreporting that occurred during the registrant’s fourth fiscal quarter that hasmaterially affected, or is reasonably likely to materially affect, theregistrant’s internal control over financial reporting; and

 

5.             Theregistrant’s other certifying officer and I have disclosed, based on our mostrecent evaluation of internal control over financial reporting, to theregistrant’s auditors and the audit committee of registrant’s board ofdirectors (or persons performing the equivalent functions):

 

a)             All significant deficiencies and material weaknesses inthe design or operation of internal controls over financial reporting which arereasonably likely to adversely affect the registrant’s ability to record,process, summarize and report financial information and have identified for theregistrant’s auditors any material weaknesses in internal controls; and

 

b)            Any fraud, whether or not material, that involvesmanagement or other employees who have a significant role in the registrant’sinternal control over financial reporting.

 

 
| DATED: October 3, 2003 |                   |
|------------------------|------------------------|
|                   |                   |
|                   | /s/ Edward W. Savarese |   |
|                   |                   | EDWARD W. SAVARESE |
|                   |                   | Chief Executive Officer |
|                        |                        |  |  |

 

----

 

I, Gerry B.Berg, certify that:

 

1.             I have reviewedthis Form 10-KSB of Com-Guard.com, Inc.

 

2.             Based on myknowledge, the Amendment does not contain any untrue statement of a materialfact or omit to state a material fact necessary to make the statements made, inlight of the circumstances under which such statements were made, notmisleading with respect to the period covered by this report.

 

3.             Based on myknowledge, the financial statements, and the financial information included inthis Amendment, fairly present in all material respects the financialcondition, results of operations and cash flows of the registrant as of, andfor, the periods presented in this report.

 

4.             The registrant’sother certifying officers and I are responsible for establishing andmaintaining disclosure controls and procedures (as defined in Exchange ActRules 13a-15(e) and 15d-15(e)) and internal control over financialreporting as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for theregistrant and have:

 

(a)           Designed suchdisclosure controls and procedures, or caused such disclosure controls andprocedures to be designed under our supervisions,  to ensure that material information relating to the registrant,including its consolidated subsidiaries, is made known to us by others withinthose entities, particularly during the period in which this Amendment is beingprepared;

 

(b)           Designed suchinternal controls over financial reporting, or caused such internal controlover financial reporting to be designed under our supervision to providereasonable assurance regarding the reliability of financial reporting and thepreparation of financial statement for external purposed in accordance withgenerally accepted accounting principles;

 

(c)           Evaluated theeffectiveness of the registrant’s disclosure controls and procedures andpresented in this report our conclusions about the effectiveness of thedisclosure controls and procedures, as of the end of the period covered by thisreport based on such evaluation; and

 

d)            Disclosed in thisreport any change in the registrant’s internal control over financial reportingthat occurred during the registrant’s fourth fiscal quarter that has materiallyaffected, or is reasonably likely to materially affect, the registrant’sinternal control over financial reporting; and

 

5.             The registrant’sother certifying officer and I have disclosed, based on our most recentevaluation of internal control over financial reporting, to the registrant’sauditors and the audit committee of registrant’s board of directors (or personsperforming the equivalent functions):

 

a)             All significant deficiencies and material weaknesses inthe design or operation of internal controls over financial reporting which arereasonably likely to adversely affect the registrant’s ability to record,process, summarize and report financial information and have identified for theregistrant’s auditors any material weaknesses in internal controls; and

 

b)            Anyfraud, whether or not material, that involves management or other employees whohave a significant role in the registrant’s internal control over financialreporting.

 

 
| DATED: October 3, 2003 |              |                    |
|------------------------|-------------------|-------------------------|
|                   | /s/ Gerry B. Berg |
|                   |              | GERRY B. BERG           |
|                   |              | Chief Financial Officer |
|                        |                   |                         |  |

 

----