**Certification Pursuant to pursuant to Rule 13a-14(a) or Rule 15d-14(a)**

**of the Securities Exchange Act of 1934, as amended**

 

I, Scot Scheer, certify that:

 

1. I have reviewed this report on Form 10-K, as amended by Amendment No. 1 of ZHoldings Group, Inc. FKA Big Time Acquisition, Inc. for the fiscal year ended August 31, 2012.

 

2. Based on my knowledge, this report does not contain any untrue statement of a materialfact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statementswere made, not misleading with respect to the period covered by this report;

 

3. Based on my knowledge, the financial statements, and other financial information includedin this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrantas of, and for, the periods presented in this report;

 

4. The registrant's other certifying officer(s) and I are responsible for establishingand maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a–15(e) and 15d–15(e)) and internalcontrol over financial reporting (as defined in Exchange Act Rules 13a–15(f) and 15d–15(f)) for the registrant andhave:

 

(a) Designed such disclosure controls and procedures, or caused such disclosure controlsand procedures to be designed under our supervision, to ensure that material information relating to the registrant, includingits consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which thisreport is being prepared;

 

(b) Designed such internal control over financial reporting, or caused such internalcontrol over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliabilityof financial reporting and the preparation of financial statements for external purposes in accordance with generally acceptedaccounting principles;

 

(c) Evaluated the effectiveness of the registrant's disclosure controls and proceduresand presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end ofthe period covered by this report based on such evaluation; and

 

(d) Disclosed in this report any change in the registrant's internal control over financialreporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the caseof an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal controlover financial reporting; and

 

5. The registrant's other certifying officer(s) and I have disclosed, based on our mostrecent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant'sboard of directors (or persons performing the equivalent functions):

 

(a) All significant deficiencies and material weaknesses in the design or operation ofinternal 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 whohave a significant role in the registrant's internal control over financial reporting.

 

 

 

*/s/ Scot Scheer*

Scot Scheer

Chief Executive Officer

Chief Financial Officer

 

Date: February 26, 2013