EX-31.1 2 file002.htm SECTION 302 CERTIFICATION

                                                        CPI AEROSTRUCTURES, INC.

                                                                    EXHIBIT 31.1

                      SECTION 302 CERTIFICATION PURSUANT TO
                          RULE 13A-14 AND 15D-14 UNDER
                     THE SECURITIES ACT OF 1934, AS AMENDED

I, Edward J. Fred, certify that:

1.       I have reviewed this Quarterly Report on Form 10-Q of CPI
         Aerostructures, 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 issuer as of, and for, the periods presented in this report;

4.       The 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)) for the 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
               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)   [intentionally omitted];

         (c)   Evaluated the effectiveness of the 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 issuer's internal
               control over financial reporting that occurred during the
               issuer's most recent fiscal quarter that has materially affected,
               or is reasonably likely to materially affect, the issuer's
               internal control over financial reporting; and

5.       The issuer's other certifying officer(s) and I have disclosed, based on
         our most recent evaluation of internal control over financial
         reporting, to the issuer's auditors and to the audit committee of the
         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 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 issuer's
               internal control over financial reporting.

Date: August 15, 2005
                                     By:    /s/ Edward J. Fred
                                         ---------------------------------------
                                           Name: Edward J. Fred
                                           Title:  Chief Executive Officer,
                                                   President and Secretary



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