Certification

I, David M. Adams, certify that:

1. I have reviewed this quarterly report on Form 10-QSB of Verdisys, Inc.;

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. The small business issuer’s other certifying officer(s) 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 small business issuer 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 small business

   issuer, 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 small business issuer’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 small business issuer’s internal control over financial

   reporting that occurred during the small business issuer’s most recent fiscal quarter (the small business

   issuer’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is

   reasonably likely to materially affect, the small business issuer’s internal control over financial

   reporting; and

5. The small business issuer’s other certifying officer(s) and I have disclosed, based on our most recent

   evaluation of internal control over financial reporting, to the small business issuer’s auditors and the

   audit committee of the small business issuer’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 small business issuer’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 small business issuer’s internal control over financial reporting.

Date: August 10, 2004

   /s/ David M. Adams

David M. Adams

Co-Chief Executive Officer

Chief Operating Officer

Principal Executive Officer