EXHIBIT
31








CERTIFICATION
OF CHIEF EXECUTIVE OFFICER AND


CHIEF
FINANCIAL OFFICER PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF
2002








I, David Rector, certify
that:








1.
            I have reviewed this
      Annual Report on Form 10-KSB/A of Nano Holdings International,
      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 small
      business issuer 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 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.
            I have disclosed,
      based on, my 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: September 11,
2008






By:         /s/ David
Rector


David Rector


Chief Executive Officer
(Principal Executive Officer)


and Chief Financial
Officer (Principal Accounting Officer)