EXHIBIT  31

     CERTIFICATION PURSUANT TO PURSUANT TO RULE 13A-14(A) OR RULE 15D-14(A)
               OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED

I,  Dennis  Lairamore  Chief  Executive  Officer  and Chief Financial Officer of
Online  Holdings,  Inc.  (the  "Company"),  certify  that:

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

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 certifying 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))  for  the  registrant  and  I  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  registrant,  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  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  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 registrant's internal control
     over  financial  reporting  that occurred during the period covered by this
     report  that has materially affected, or is reasonably likely to materially
     affect,  the  registrant's  internal  control  over  financial  reporting.

5.  As  the  registrant's certifying officer, 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  function):

a)   all  significant  deficiencies  and  material  weaknesses  in the design or
     operation of internal control over financial reporting which are reasonably
     likely  to  adversely


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EXHIBIT  31  (CONTINUED)

     CERTIFICATION PURSUANT TO PURSUANT TO RULE 13A-14(A) OR RULE 15D-14(A)
               OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED

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.

                                   /s/ Dennis  Lairamore
                                   ------------------------------
                                   Dennis  Lairamore
                                   Chief  Executive  Officer  and
                                   Chief  Financial  Officer
Date: March 17, 2004


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