Exhibit 31.1

MAGIC LANTERN GROUP, INC.

    SARBANES-OXLEY SECTION 302(A)
CERTIFICATION

I, Robert A. Goddard, certify that:

1.        I have reviewed this year-end report on Form
10-K of Magic Lantern Group, Inc. (the "Company");

2.        Based on my knowledge, this year-end 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 year-end report;

3.        Based on my knowledge, the financial statements,
and other financial information included in this year-end report, fairly present
in all material respects the financial condition, results of operations and cash
flows of the Company as of, and for, the periods presented in this year-end
report;

4.        I
am
responsible for establishing and maintaining disclosure controls and procedures
(as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and
have:

| | (a) | designed such
    disclosure controls and procedures to ensure that material information
    relating to the Company, including its consolidated subsidiaries, is made
    known to us by others within those entities, particularly during the period
    in which this year-end report is being prepared;                      
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| |     |                                                                                                                                                                                                                                                                                                                                  
| | (b) | evaluated the
    effectiveness of the Company'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 year-end report (the "Evaluation Date") based on such evaluation; and
| |     |                                                                                                                                                                                                                                                                                                                                  
| | (c) | presented in this
    year-end report our conclusions about the effectiveness of the disclosure
    controls and procedures based on our evaluation as of the Evaluation Date;                                                                                                                                                   

5.          I
have disclosed, based on our most recent evaluation, to the Company's auditors
and the audit committee of Company's board of directors (or persons performing
the equivalent functions):

| | (a) | all significant
    deficiencies in the design or operation of internal controls which could
    adversely affect the Company's ability to record, process, summarize and
    report financial data and have identified for the Company's auditors any
    material weaknesses in internal controls; and
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| |     |                                                                                                                                                                                                                                                                                                         
| | (b) | any fraud, whether or
    not material, that involves management or other employees who have a
    significant role in the Company's internal controls;                                                                                                                                                 

6.         I
have indicated in this year-end report whether or not there were significant
changes in internal controls or in other factors that could significantly affect
internal controls subsequent to the date of our most recent evaluation,
including any corrective actions with regard to significant deficiencies and
material weaknesses.



|Date:
    June 2, 2004 | By:              | /s/
    Robert A. Goddard                                                                    
|---------------------- | ---------------- | ---------------------------------------------------------------------------------------------
|                       | Name:
    Title: | Robert A.
    Goddard
    Chief
    Executive Officer and 
    Acting Chief Financial Officer
|                       |