CERTIFICATIONS

         I, John Harris, certify that:

         1. I have reviewed this annual report on Form 10-KSB of Greenhold
         Group, 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 officers 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 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 functions):

                  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.

         6. The registrant`s other certifying officers and I have indicated in
         this annual report whether 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.


March 31, 2004


                                          By:    /s/ John Harris
                                             ------------------------------
                                             John Harris
                                             Chief Executive Officer
                                             Chief Financial Officer




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