**CERTIFICATION**


**OF
      CHIEF EXECUTIVE OFFICER**


**AND
      CHIEF FINANCIAL OFFICER PURSUANT TO 18 U.S.C. SECTION
      1350,**


**AS
      ADOPTED PURSUANT TO**


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




I,
      Scott
      J. Silverman, certify that:






1.
            I
                have reviewed this Form 10-QSB of BTX Holdings, 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 present in this
                report;4.
            The
                small business issuer’s other certifying officer(s) and I are 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
                13-a-15(f) and 15d-15(f)) 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 internal control over financial reporting, or caused such internal control
      over financial reporting to be designed under our supervision, to provide
      reasonable assurance regarding there liability of financial reporting and the
      preparation of financial statements for external purposes in accordance with
      generally accepted accounting principals;




(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
      financing reporting that occurred during the small business issuer’s most recent
      fiscal quarter (the small business issuer’s fourth fiscal quarter in the case of
      an annual report) that has materially affected, or is reasonably likely to
      materially affect, the small business issuer’s internal control over financial
      reporting; and




5.
            The
                small business issuer’s other certifying officer(s) and I have disclosed,
                based on our most recent evaluation of internal control over financial
                reporting, to the small business issuer’s auditors and the audit committee
                of the small business 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 involved management or other employees
      who
      have a significant role in the small business issuer’s internal control over
      financial reporting.






Date:
                November 14, 2006




*By:*
            */s/
                Scott J. Silverman*Scott
                J. SilvermanChief
                Executive Officer andChief
                Financial Officer