**EXHIBIT31**

 

**CERTIFICATIONS**

 

I, D. Scott Buchanan, certify that:

 

1.         I have reviewed thisquarterly report on Form 10-QSB of 4-D Neuroimaging;

 

2.         Based on my knowledge,this report does not contain any untrue statement of a material fact or omit tostate a material fact necessary to make the statements made, in light of thecircumstances under which such statements were made, not misleading withrespect to the period covered by this report;

 

3.         Based on my knowledge,the financial statements, and other financial information included in thisreport, fairly present in all material respects the financial condition,results of operations and cash flows of the small business issuer as of, andfor, the periods presented in this report;

 

4.         The small business issuer’sother certifying officer(s) and I are responsible for establishing andmaintaining disclosure controls and procedures (as defined in Exchange ActRules 13a-15(e) and 15d-15(e)) for the small business issuer and have:

 

a)                    Designed such disclosure controlsand procedures, or caused such disclosure controls and procedures to bedesigned under our supervision, to ensure that material information relating tothe small business issuer, including its consolidated subsidiaries, is madeknown to us by others within those entities, particularly during the period inwhich this report is being prepared;

 

b)                   Evaluated the effectiveness of thesmall business issuer’s disclosure controls and procedures and presented inthis report our conclusions about the effectiveness of the disclosure controlsand procedures, as of the end of the period covered by this report based onsuch evaluation; and

 

c)                    Disclosed in this report any changein the small business issuer’s internal control over financial reporting thatoccurred during the small business issuer’s most recent fiscal quarter that hasmaterially affected, or is reasonably likely to materially affect, the smallbusiness issuer’s internal control over financial reporting; and

 

5.         The small businessissuer’s other certifying officer(s) and I have disclosed, based on our mostrecent evaluation of internal control over financial reporting, to the smallbusiness issuer’s auditors and the audit committee of the small businessissuer’s board of directors (or persons performing the equivalent functions):

 

a)                    all significant deficiencies andmaterial weaknesses in the design or operation of internal control overfinancial reporting which are reasonably likely to adversely affect the smallbusiness issuer’s ability to record, process, summarize and report financialinformation; and

 

b)                   any fraud, whether or not material,that involves management or other employees who have a significant role in thesmall business issuer’s internal control over financial reporting.

 

 
| Date:   February 13, 2004                      |
|----------------------------------------------------------|
|                                                     |
|    /s/ D. Scott Buchanan                            |   |
| D. Scott Buchanan                                        |
| Chief Executive Officer and  Principal Financial Officer |

 

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