**Exhibit 31.1**

**CERTIFICATIONPURSUANT TO RULE 13-A-14 OR 15D-14 OF THE SECURITIES EXCHANGEACT OF 1934, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACTOF 2002**

I, Quentin T.Kelly, certify that:

1.                 I have reviewedthis annual report on Form 10-KSB of WorldWater & PowerCorp.;

2.                 Based on myknowledge, this annual report 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 annual report;

3.                 Based myknowledge, the financial statements, and other financial information includedin this annual report, 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 annual report;

4.                 The registrant’sother certifying officer and I are responsible for establishing and maintainingdisclosure controls and procedures (as defined in Exchange Act Rules 13a-14and 15d-14) for the registrant and we have:

a.                 designed suchdisclosure controls and procedures to ensure the material information relatingto the registrant, including its consolidated subsidiaries, is made known to usby others within those entities, particularly during the period in which thisannual report is being prepared;

b.                evaluated theeffectiveness of the registrant’s disclosure controls and procedures as of adate within 90 days prior to the filing date of this annual report (the “EvaluationDate”); and

c.                 presented in thisannual report our conclusions about the effectiveness of the disclosurecontrols and procedures based on our evaluation as of the Evaluation Date.

5.                 The registrant’sother certifying officer and I have disclosed, based on our most recentevaluation, to the registrant’s auditors and the audit committee of registrant’sboard of directors (or persons performing the equivalent function):

a.                 all significantdeficiencies in the design or operation of internal controls which couldadversely affect the registrant’s ability to record, process, summarize andreport financial data and have identified for the registrant’s auditors anymaterial weaknesses in internal controls; and

b.                any fraud, whetheror not material, that involves management or other employees who have asignificant role in the registrant’s internal controls; and

6.                 Theregistrant’s other certifying officer and I have indicated in this annualreport whether or not there were significant changes in internal controls or inother factors that could significantly affect internal controls subsequent tothe date of our most recent evaluation, including any corrective actions withregard to significant deficiencies and material weaknesses.

|        | By:    |                    | /s/ QUENTIN T.  KELLY |
|--------|--------|-------------------------|-----------------------|
|   | NAME:  | QUENTIN T. KELLY        |
|   | Title: | *Chairman of the Board* |

 

Dated: April 9, 2007

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