EXHIBIT 32
CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND
CHIEF FINANCIAL OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Report on Form 10-K/A as Amendment No. 1 (“Report”) to the Annual Report of Boss Holdings, Inc. (the "Company") on Form 10-K for the fiscal year ended December 29, 2007, as filed with the Securities and Exchange Commission on the date hereof, I, G. Louis Graziadio III, Chairman and Chief Executive Officer of the Company, and I, Steven G. Pont, Vice President of Finance and Principal Financial Officer, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:
1. The Report fully complies with the requirements of Section 13(a) or 15(d) of theSecurities Exchange Act of 1934, as amended; and
2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Dated: April 28, 2008
| /s/ G. Louis Graziadio III | ||
| G. Louis Graziadio III, Chairman of the Board and President | ||
| Principal Executive Officer | ||
| /s/ Steven G. Pont | ||
| Steven G. Pont, Vice President of Finance | ||
| Principal Financial Officer | ||
E-3
