EXHIBIT
31.1


CERTIFICATIONS





I, David Rector, certify
that:





1.       I
have reviewed this report on Form 10-K of NanoDynamics Holdings,
Inc.





2.       Based
on my knowledge, this annual 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 the registrant 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 registrant, 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 registrant’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 registrant’s internal
control over financial reporting that occurred during the period covered by this
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
registrant’s board of directors (or persons performing the equivalent
functions):





(a) All
significant deficiencies and material weakness 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.





/s/
      David
      RectorDate:  September
      25, 2009David
      RectorPrincipal
      Executive and Principal Financial
Officer