**EXHIBIT 31.1**

 

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL FINANCIALOFFICER

 

I, Mark Nelson, certify that:

 

 1. I have reviewed this annualreport on Form 10-KSB of Polar Molecular Holding Corporation;

 

 2. Based on my knowledge, thisreport does not contain any untrue statement of a material fact or omit tostate a material fact necessary to make the statements made, in light of thecircumstances under which such statements were made, not misleading withrespect to the period covered by this report;

 

 3. Based on my knowledge, thefinancial statements, and other financial information included in this report,fairly present in all material respects the financial condition, results ofoperations and cash flows of the small business issuer as of, and for, theperiods presented in this report;

 

 4. I am responsible forestablishing and maintaining disclosure controls and procedures (as defined inExchange Act Rules 13a-15(e) and 15d-15(e)) for the small businessissuer and have:

 

a) Designed such disclosure controls and procedures, or caused suchdisclosure controls and procedures to be designed under my supervision, toensure that material information relating to the small business issuer,including its consolidated subsidiaries, is made known to me by others withinthose entities, particularly during the period in which this report is beingprepared;

 

b) Paragraph omitted in accordance with SEC transition instructionscontained in SEC Release No. 33-8238;

 

c) Evaluated the effectiveness of the small business issuer’sdisclosure controls and procedures and presented in this report my conclusionsabout the effectiveness of the disclosure controls and procedures, as of theend of the period covered by this report based on such evaluation; and

 

d) Disclosed in this report any change in the small business issuer’sinternal control over financial reporting that occurred during the smallbusiness issuer’s fourth fiscal quarter that has materially affected, or isreasonably likely to materially affect, the small business issuer’s internalcontrol over financial reporting; and

 

 5. I have disclosed, based on mymost recent evaluation of internal control over financial reporting, to thesmall business issuer’s auditors and the audit committee of the small businessissuer’s board of directors (or persons performing the equivalent functions):

 

----

 

a) All significant deficiencies and material weaknesses in the designor operation of internal control over financial reporting which are reasonablylikely 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 orother employees who have a significant role in the small business issuer’s internalcontrol over financial reporting.

 

Date:  January 9, 2006

 
| By: /s/ Mark Nelson                        |   |
|--------------------------------------------|--------|
| Mark Nelson,                               |
| Chief Executive Officer and President      |
| (principal executive officer and principal |
| financial officer)                         |

 

----