##### 



Exhibit 32 CERTIFICATIONS 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 I,
Eugene J. Pian, Principal Executive Officer, certify, pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Annual
Report of SETO Holdings Inc. on Form 10-KSB, for the year ended January 31,
2004 fully complies with the requirements of Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 and that all information contained in such
Annual Report of SETO Holdings Inc., on Form 10-KSB fairly presents in all
material respects the financial condition and results of operations of SETO
Holdings Inc. By:
    
    /s/ Eugene J. PianName: Eugene J. PianTitle: President and Chief Executive OfficerDate: April 30, 2004
 I,
Craig A. Pian, 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 the Annual
Report of SETO Holdings Inc. on Form 10-KSB, for the year ended January 31,
2004 fully complies with the requirements of Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 and that all information contained in such
Annual Report of SETO Holdings Inc., on Form 10-KSB fairly presents in all
material respects the financial condition and results of operations of SETO
Holdings Inc. By:
    
    /s/ Craig A. PianName: Craig A. PianTitle: Executive Vice President and TreasurerDate: April 30, 2004
 47




---



##### 



I, Craig Pian, certify that:  7.
    
    I have reviewed this annual report on Form
10-KSB of SETO Holdings, Inc.;8.
    
    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;9.
    
    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;10.
    
    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-15(e) and 15d-15(e) 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.
    
    designed such internal control over financial reporting 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
as of a date within 90 days prior to the filing date
of this annual report (the Evaluation Date); andd.
    
    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;  11.
    
    The Registrants other certifying officers and
I have disclosed, based on our most recent evaluation of internal
control over financial reporting, to the
Registrants auditors and the audit committee of Registrants
board of directors (or person performing the equivalent
functions):  a.
    
    all significant deficiencies and material weaknesses in
the design or operation of internal controls over financial reporting which
are reasonably likely to adversely affect the Registrants ability to
record, process, summarize and report financial data; andb.
    
    any fraud, whether or not
material, that involves management or other employees
who have a significant role in the Registrants
internal controls over financial reporting;  Date: April 30, 2004Craig Pian
Treasurer
(Principal Financial Officer)
 49