EXHIBIT 31.1

                           SECTION 302 CERTIFICATIONS

I, Derek P. Downs, certify that:

1. I have  reviewed  this  annual  report  on Form  10-KSB  of the CNH  Holdings
Company, Inc.;

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 small business
issuer 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)) for the
small business issuer and have:

a. Designed such disclosure  controls and procedures,  or caused such disclosure
controls and  procedures to be designed  under our  supervision,  to ensure that
material  information  relating  to the small  business  issuer,  including  its
consolidated subsidiaries,  is made known to us by others within those entities,
particularly during the period in which this report is being prepared;

b. Designed such  disclosure  control over financial  reporting,  or caused such
internal control over financial reporting got be designed under our 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  small  business  issuer's  disclosure
controls and procedures and presented in this report our  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 small business  issuer's  internal
control  over  financial  reporting  that  occurred  during  the small  business
issuer's  fourth fiscal quarter that has materially  affected,  or is reasonably
likely to materially  affect,  the small business issuer'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 small  business  issuer's  auditors  and the audit
committee of the small  issuer'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 small  business  issuer'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 small business  issuer's  internal
control over financial reporting



Date: June 24, 2005


/s/    Derek P. Downs
Derek P. Downs
President and Director
(Principal Executive Officer)