EXHIBIT 31

RULE 13A-14(A)/15D-14(A)

Certification of Chief Executive Officer and Chief Financial Officer of the
Company

I, Roger A. Warren, certify that:

1. I have reviewed this annual report on Form 10-KSB of AMERICAN EAGLE
MANUFACTURING CO.;

2. Based on my knowledge, this 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 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 small business
issuer as of, and for, the periods presented in this report;

4. The small business issuer'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)) 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
       principles;

       (c) Disclosed in this report any change in the small business issuer's
       internal control over financial 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 officer(s) 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
       reasonably 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 involves management or other
       employees who have a significant role in the small business issuer's
       internal control over financial reporting.


Date: October 13, 2004



/s/ Roger A. Warren
-----------------------
Roger A. Warren
Chief Financial Officer and Treasurer