EXHIBIT 31.1

CERTIFICATION OF PRINCIPAL EXECUTIVE
OFFICER AND PRINCIPAL FINANCIAL

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

SECURITIES AND EXCHANGE COMMISSION RELEASE
34-46427

I, Scot Scheer, certify that:



|1. | I
    have reviewed this report on Form 10-Q of  Z Holdings Group, Inc. for the period ended March 31, 2013                                                                                                                                                                                                                                                             
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|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 registrant as of, and for, the periods presented in this report;                                                                                 
|4. | As the registrant’s Principal Executive officer and Principal Financial Officer, 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 I 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 registrant’s internal control over financial reporting that occurred during the registrant’s most recent
fiscal quarter (the registrant’s fourth fiscal quarter in the case of the 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 weaknesses 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.
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By: /s/ Scot Scheer

Scot Scheer

Chief Executive Officer

Chief Financial Advisor



Dated:  May 15, 2013