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 quarter ended November 30, 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:
      December 17, 2008
              /s/ Douglas
      A. DyerDouglas
      A. Dyer
                President
                (Principal
      Executive Officer)
                (Principal
      Financial Officer)