EXHIBIT 31.1

      CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER
  PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 302 OF THE
                           SARBANES-OXLEY ACT OF 2002

I, Virginia K. Sourlis, certify that:

1 I have reviewed this Form 10-QSB of Grace 3, Inc. (the "Company");

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 registrant as
of, and for, the periods present in this report;

4.  The  registrants  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  13-a-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  reliability  of
financial  reporting and the  preparation  of financial  statements for external
purposes in accordance with generally accepted accounting principals;

      (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; and

      (d)  Disclosed  in this  report  any change in the  registrant's  internal
control over financing  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  officer(s) 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  reasonable
likely  to  adversely  affect  the  registrant's  ability  to  record,  process,
summarize and report financial information; and

      (b) Any fraud, whether or not material,  that involved management or other
employees who have a significant rile in the registrant's  internal control over
financial reporting.

Dated:  March 21, 2007
Grace 3, Inc.
By: /s/ Virginia K. Sourlis
    -----------------------
Chief Executive Officer and
Chief Financial Officer