**Exhibit
      31.1**




**Pro
      Financial Holdings, Inc.**


**Rule
      13a-14 Certification**





**CERTIFICATIONS
      OF CHIEF EXECUTIVE OFFICER**


**AND
      PRINCIPAL ACCOUNTING OFFICER**





I,
      B.
      Bryan Robinson, certify that:





1.  I
      have
      reviewed this Quarterly Report on Form 10-QSB of Pro Financial 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 amended 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.  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 Company
      and I have:





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




b)  Evaluated
      the effectiveness of the Company’s disclosure controls and procedures and
      presented in this report my 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




c)  Disclosed
      in this report any change in the Company’s internal control over financial
      reporting that occurred during the Company’s fourth fiscal quarter that has
      materially affected, or is reasonably likely to materially affect, the Company’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 Company’s auditors and the audit committee of the Company’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 Company’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 Company’s internal control over financial
      reporting;








Date:
      May
      15, 2007




By:
            */s/
              B. Bryan Robinson*B.
              Bryan Robinson, Principal ExecutiveOfficer
              and Principal Accounting Officer