OptimumBank Holdings, Inc. 10-K/A



EXHIBIT
31.1



CERTIFICATION
OF THE PRINCIPAL EXECUTIVE AND PRINCIPAL FINANCIAL OFFICER

REQUIRED
BY RULE 13A-14(A)/15D-14(A)

UNDER
THE SECURITIES EXCHANGE ACT OF 1934



I,
Joel Klein, certify that:



|1. | I have reviewed this report on Form
    10-K of OptimumBank Holdings, Inc. (the “Company”);
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|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;
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|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;
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|4. | I am responsible for establishing and
    maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15e and 15d-15e) and internal control
    over financial reporting (as defined in Exchange Act Rules 13a-15f and 15d-15f) for the Company and have:
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(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 subsidiary, is made known to us by
others within that entity, 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 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 registrant’s
most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially
affected, or is reasonably likely to materially affect, the registrant’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:
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(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 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/ Joel Klein             
| | ---------------------------
| | Joel Klein                 
| | Chairman of Audit Committee
| | Date: March 18, 2016