**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:
      November 13, 2007





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