Exhibit        31.1

 

**CERTIFICATION**

 

 

I, James L.        Holbrook, Jr., certify that:

 

1.  I have reviewed this annual report on Form 10-K of EMAK        Worldwide, Inc.;

 

2.  Based on my knowledge, this annual 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 officer 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 13a-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 principles;

         

(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 financial 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 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        function):

 

a.  All significant deficiencies and material weaknesses in the        design or operation of internal control over financial reporting which are reasonably        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 involves management        or other employees who have a significant role in the registrant’s internal control        over financial reporting.

         

 

|   |   |   | /s/ James L. Holbrook, Jr.                                                     |
|--------|--------|--------|--------------------------------------------------------------------------------|
|   |   |   | James L. Holbrook, Jr.

Chief Executive Officer

(Principal Executive Officer) |

 

 

Dated:March 31, 2008