**CERTIFICATIONS**




**EXHIBIT
      31.1**


**and**


**EXHIBIT
      31.2**




I,
      David
      Rector, certify that:





1.  I
      have
      reviewed this annual report on Form 10-KSB of NanoDynamics Holdings,
      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)) 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 my supervision, to ensure that material
      information relating to the small business issuer, including its consolidated
      subsidiaries, is made known to me 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 my 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 my 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 period covered by this 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 24, 2008
            /s/
                David RectorDavid
                RectorPrincipal
                Executive Officer and Principal Financial
                Officer