**CERTIFICATIONS**  I, Patrick Rooney, the Registrant's Chief
Executive Officer, certify that:  1. I have reviewed this quarterly report on Form
10-QSB/A of Cipher Holding Corporation;  2. Based on my knowledge, this
quarterly 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 quarterly report;  3. Based on my knowledge, the
financial statements, and other financial information included in this quarterly
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 quarterly report;  4. The registrant’s 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 13a-15(f) and 15d-15(f) for the registrant 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 registrant, 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 liability of financial reporting and the
      preparation of financial statements for external purposes in accordance
      with Generally Accepted Accounting Principles.  c)
    Evaluated the effectiveness of the
      registrant’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; andd)
    Disclosed in this report any change in the
      registrant’s internal control over financial reporting that occurred
      during the registrant’s most recent fiscal quarter (the Registrant's
      fourth fiscal quarter in the case of an annual report) that has materially
      affected, or is reasonably likely to materially affect, the registrant’s
      internal control over financial reporting; and  5. The registrant’s other certifying
officers and I have disclosed, based on our most recent evaluation of internal
control over financial reporting, to the registrant’s auditors and the audit
committee of the registrant’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 reasonably likely to
      adversely affect the registrant’s ability to record, process, summarize
      and report financial information; andb)
    Any fraud, whether or not material, that
      involves management or other employees who have a significant role in the
      registrant’s internal control over financial reporting.  Date: October 19, 2005  /s/Patrick Rooney Chief Executive
Officer