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,
      Douglas A. Dyer, certify that:





1  I
      have
      reviewed this Form 10-Q for the three month period ended August 31, 2008 of
      Grace 3, Inc., a Delaware corporation (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.  I
      am
      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.  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 role in the registrant's internal control over financial
      reporting.




Dated:
                October 8, 2008
            /s/ Douglas
                A. DyerDouglas
                A. Dyer
              President
              (Principal
                Executive Officer)
              (Principal
                Financial Officer)