**NSM
      HOLDINGS, INC** **.**


**CERTIFICATIONS
      PURSUANT TO**


**SECTION
      302 OF THE SARBANES-OXLEY ACT OF 2002**






**CERTIFICATION**






I,
      Zuber
      Jamal, certify that:




1.
       
      I have reviewed this annual report on Form 10-KSB of NSM 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 annual report;




3.
       
      Based on my knowledge, the financial statements, and other financial information
      included in this annual 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 annual report;




4.
       
      The registrant’s other certifying officer and I are responsible for establishing
      and maintaining disclosure controls and procedures (as defined in Exchange
      Act
      Rules 13a-14 and 15d-14) for the registrant and we have:




a)
       
      designed such disclosure controls and procedures to ensure that material
      information relating to the registrant, including its consolidated subsidiaries,
      is made known to us by others within those entities, particularly during the
      period in which this annual report is being prepared;




b)
       
      evaluated the effectiveness of the registrant’s disclosure controls and
      procedures as of a date within 90 days prior to the filing date of this annual
      report (the “Evaluation Date”); and




c)
       
      presented in this annual report our conclusions about the effectiveness of
      the
      disclosure controls and procedures based on our evaluation as of the Evaluation
      Date;




5.
       
      The registrant’s other certifying officers and I have disclosed, based on our
      most recent evaluation, to the registrant’s auditors and the audit committee of
      registrant’s board of directors (or persons performing the equivalent function):




a)
       
      all significant deficiencies in the design or operation of internal controls
      which could adversely affect the registrant’s ability to record, process,
      summarize and report financial data and have identified for the registrant’s
      auditors any material weaknesses in internal controls; and




b)
       
      any fraud, whether or not material, that involves management or other employees
      who have a significant role in the registrant’s internal controls; and




6.
       
      The registrant’s other certifying officers and I have indicated in this annual
      report whether or not there were significant changes in internal controls or
      in
      other factors that could significantly affect internal controls subsequent
      to
      the date of our most recent evaluation, including any corrective actions with
      regard to significant deficiencies and material weaknesses.






Date:
      13
      October 2005







***/s/
      Zuber Jamal*


Zuber
      Jamal


Chief
      Executive Officer










**NSM
      HOLDINGS, INC** **.**


**CERTIFICATIONS
      PURSUANT TO**


**SECTION
      302 OF THE SARBANES-OXLEY ACT OF 2002**






**CERTIFICATION**






I,
      Zuber
      Jamal, certify that:




1.
       
      I have reviewed this annual report on Form 10-KSB of NSM 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 annual report;




3.
       
      Based on my knowledge, the financial statements, and other financial information
      included in this annual 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 annual report;




4.
       
      The registrant’s other certifying officer and I are responsible for establishing
      and maintaining disclosure controls and procedures (as defined in Exchange
      Act
      Rules 13a-14 and 15d-14) for the registrant and we have:




a)
       
      designed such disclosure controls and procedures to ensure that material
      information relating to the registrant, including its consolidated subsidiaries,
      is made known to us by others within those entities, particularly during the
      period in which this annual report is being prepared;




b)
       
      evaluated the effectiveness of the registrant’s disclosure controls and
      procedures as of a date within 90 days prior to the filing date of this annual
      report (the “Evaluation Date”); and




c)
       
      presented in this annual report our conclusions about the effectiveness of
      the
      disclosure controls and procedures based on our evaluation as of the Evaluation
      Date;




5.
       
      The registrant’s other certifying officers and I have disclosed, based on our
      most recent evaluation, to the registrant’s auditors and the audit committee of
      registrant’s board of directors (or persons performing the equivalent function):




a)
       
      all significant deficiencies in the design or operation of internal controls
      which could adversely affect the registrant’s ability to record, process,
      summarize and report financial data and have identified for the registrant’s
      auditors any material weaknesses in internal controls; and




b)
       
      any fraud, whether or not material, that involves management or other employees
      who have a significant role in the registrant’s internal controls; and




6.
       
      The registrant’s other certifying officers and I have indicated in this annual
      report whether or not there were significant changes in internal controls or
      in
      other factors that could significantly affect internal controls subsequent
      to
      the date of our most recent evaluation, including any corrective actions with
      regard to significant deficiencies and material weaknesses.






Date:
      13
      October 2005







***/s/
      Zuber Jamal*


Zuber
      Jamal


Chief
      Financial Officer