**Exhibit 31.1**

 

**CERTIFICATION**

 

 

I, Thomas E. Kelly, certify that:

 

# 1.                                       I have reviewed this quarterly report on Form 1Q-QSB ofNavidec, Inc.;

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# 2.                                       Based on my knowledge, this report does not contain anyuntrue statement of a material fact or omit to state a material fact necessaryto make the statements made, in light of the circumstances under which suchstatements were made, not misleading with respect to the period covered by thisreport;

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# 3.                                       Based on my knowledge, the financial statements, andother financial information included in this report, fairly present in allmaterial respects the financial condition, results of operations and cash flowsof the registrant as of, and for, the periods presented in this report;

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# 4.                                       I am responsible for establishing and maintainingdisclosure controls and procedures (as defined in Exchange Act Rules l3a—15(e)and l5d-15(e)) for the registrant and have:

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# (a)                                  Designed such disclosure controls and procedures, orcaused such disclosure controls and procedures to be designed under oursupervision, 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 report is beingprepared;

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# (b)                                 Evaluated the effectiveness of the registrant’sdisclosure controls and procedures and presented in this report our conclusionsabout the effectiveness of the disclosure controls and procedures, as of theend of the period covered by this report based on such evaluation; and

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# (c)                                  Disclosed in this report any change in the registrant’sinternal control over financial reporting that occurred during the registrant’smost recent fiscal quarter (the registrant’s fourth fiscal quarter in the caseof an annual report) that has materially affected, or is reasonably likely tomaterially affect, the registrant’s internal control over financial reporting;and

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# 5.                                       I have disclosed, based on my most recent evaluation ofinternal control over financial reporting, to the registrant’s auditors and theaudit committee of the registrant’s board of directors (or persons performingthe equivalent functions):

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# (a)                                  All significant deficiencies and material weaknesses inthe design or operation of internal control over financial reporting which arereasonably likely to adversely affect the registrant’s ability to record,process, summarize and report financial information; and

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# (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.

 

 
| */s/ Thomas E. Kelly*                               |   |
|-----------------------------------------------------|--------|
| Thomas E. Kelly                                     |
| Chief Executive Officer and Chief Financial Officer |
| November 22, 2004                                   |

 

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