Attached files

file filename
10-Q - ZEALOUS, INC. FORM 10-Q - ZEALOUS, INC.l10q093009.txt
EX-4 - EXHIBIT 32.1 - ZEALOUS, INC.ex_32-1.txt
EX-2 - EXHIBIT 31.2 - ZEALOUS, INC.ex_31-2.txt

EXHIBIT 31.1


                   CERTIFICATION BY CHIEF EXECUTIVE OFFICER
                    PURSUANT TO RULE 13A-14(A)/15(D)-14(A)


I, Mitlon C. Ault, III, certify that:


   1.  I  have reviewed this quarterly report on Form 10-Q of Zealous, Inc. for
the fiscal quarter ended September 30, 2009;


   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 presented 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
13a-15(f) and 15d-15(f) for 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
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 my 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 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.


   6.  I have indicated in this  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: November 23, 2009

/s/Milton C. Ault, III
----------------------
Milton C. Ault, III
CHIEF EXECUTIVE OFFICER AND DIRECTO