**Exhibit 31**

 

**CERTIFICATION**

 

I, Ralph E. Hanson, certifythat:

 

1.                                       Ihave reviewed this quarterly report on Form 10-QSB of Pace Medical, Inc.;

 

2.                                       Basedon my knowledge, this report does not contain any untrue statement of amaterial fact or omit to state a material fact necessary to make the statementsmade, in light of the circumstances under which such statements were made, notmisleading with respect to the period covered by this report;

 

3.                                       Basedon my knowledge, the financial statements, and other financial informationincluded in this report, fairly present in all material respects the financialcondition, results of operations and cash flows of the small business issuer asof, and for, the periods presented in this report;

 

4.                                       Iam responsible for establishing and maintaining disclosure controls andprocedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e) for thesmall business issuer and have:

 

a)                                      designed such disclosure controls andprocedures, or caused such disclosure controls and procedures to be designedunder our supervision, to ensure that material information relating to thesmall business issuer, including its consolidated subsidiaries, is made knownto us by others within those entities, particularly during the period in whichthis report is being prepared;

 

b)                                     evaluatedthe effectiveness of the small business issuer’s disclosure controls andprocedures and presented in this report our conclusions about the effectivenessof the disclosure controls and procedures, as of the end of the period coveredby this report based such evaluation; and

 

c)                                      Disclosedin this report any change in the small business issuer’s internal control overfinancial reporting that occurred during the small business issuer’s mostrecent fiscal quarter that has materially affected, or is reasonably likely tomaterially affect, the small business issuer’s internal control over financialreporting; and

 

5.                                       Ihave disclosed, based on my most recent evaluation of internal control overfinancial reporting, to the small business issuer’s auditors and the audit 

 

----

 

committee of the small business issuer’s board of directors (or personsperforming the equivalent functions):

 

a)                                      allsignificant deficiencies and material weaknesses in the design or operation ofinternal controls over financial reporting which are reasonably likely toadversely affect the small business issuer’s ability to record, process,summarize and report financial information; and

 

b)                                     anyfraud, whether or not material, that involves management or other employees whohave a significant role in the small business issuer’s internal control overfinancial reporting.

 

 
|   | Date: August  23, 2004                                           |
|--------|------------------------------------------------------------------|
|   |                                                             |
|   |                                                             |
|   | /s/ Ralph E.  Hanson                                             |
|   | Ralph E.  Hanson,                                                |
|   | President  and Treasurer                                         |
|   | (principal  executive officer and   principal financial officer) |

 

2

----