CERTIFICATIONOFPRINCIPALACCOUNTINGANDFINANCIALOFFICER

I, Michael J. Skellern, certify that:

|1. | I have reviewed this annual report on form 10- KSB
      of Universal Guardian Holdings, Inc.;                                                                                                                                                                                                                                                                                                          
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|2. | Based on my knowledge, this quarterly 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 annual report;                                                                 
|3. | Based on my knowledge, the financial statements, and
      other financial information included in this annual 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 presented in this annual report;                                                                                       
|4. | The registrants other certifying officers and
      I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rules 13a-14 and 15d-14 promulgated
      under the United States Securities Exchange Act of 1934) for the registrant and we have:                                                                                                            
|   | a.                                                                                                                                                                                                                                                                                                                                                                                                      
|   | b.                                                                                                                                                                                                                                                                                                                                                                                                      
|   | c.                                                                                                                                                                                                                                                                                                                                                                                                      
|5. | The registrants other certifying officers and
      I have disclosed, based on our most recent evaluation, to the registrants auditors and the audit committee of registrants
      board of directors (or persons performing the equivalent function):                                                                                                                                              
|   | a.                                                                                                                                                                                                                                                                                                                                                                                                      
|   | b.                                                                                                                                                                                                                                                                                                                                                                                                      
|6. | The registrants other certifying officers and
      I have indicated in this annual 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: April 12, 2004 | By: | /s/ Michael J. Skellern                                                                                                                                                                      
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|                     |     |                                                                                                                                                                                              
|                     |     | Michael J. SkellernPresident, Chief Executive Officer, and
      Chief Financial Officer and President
      (principal executive officer)
      (principal accounting and financial officer)



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