**EXHIBIT 31.1**
**WRITTEN STATEMENT OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICERPURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002**
I, Stanislas Vilgrain, Chief Executive Officer of Cuisine Solutions, Inc.certify that:
1. I have reviewed this Annual report on Form 10-K of Cuisine Solutions, Inc.; 2. Based on 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. Based on 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 Registrant as of, and for,the periods presented in this report; 4. The registrant’s other certifying officer and I are responsible for establishingand maintaining disclosure controls and procedures (as defined in Exchange ActRules 13a-15(e) and 15d-15(e)) for the registrant and have
 a) Designed such disclosure controls andprocedures, or caused such disclosurecontrols and procedures to bedesigned under our supervision, toensure that material informationrelating to the registrant, includingits consolidated subsidiaries, ismade known to us by others withinthose entities, particularly duringthe period in which this report isbeing prepared;  b) Evaluated the effectiveness of theregistrant’s disclosure controls andprocedures and presented in thisreport our conclusions about theeffectiveness of the disclosurecontrols and procedures, as of theend of the period covered by thisreport based on such evaluation; and  c) Disclosed in this report any changein the registrant’s internal controlover financial reporting thatoccurred during the registrant’s mostrecent fiscal quarter (theregistrant’s fourth fiscal quarter inthe case of an annual report) thathas materially affected, or isreasonably likely to materiallyaffect, the registrant’s internalcontrol over financial reporting; and
5. The registrant’s other certifying officer(s) and I have disclosed, based on ourmost recent evaluation of internal control over financial reporting, to theregistrant’s auditors and the audit committee of the registrant’s board ofdirectors (or persons performing the equivalent functions):
 a) All significant deficiencies andmaterial weaknesses in the design oroperation of internal control overfinancial reporting which arereasonably likely to adversely affectthe registrant’s ability to record,process, summarize and reportfinancial information; and  b) Any fraud, whether or not material,that involves management or otheremployees who have a significant rolein the registrant’s internal controlover financial reporting.
Dated: September 24, 2004           /s/    STANISLAS VILGRAIN   Stanislas Vilgrain   Chief Executive Officer(Principal Executive Officer)  
 

 
     
I, Yuyun Tristan Kuo, Vice President of Finance of Cuisine Solutions, Inc.certify that:
1. I have reviewed this Annual report on Form 10-K of Cuisine Solutions, Inc.; 2. Based on 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. Based on 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 Registrant as of, and for,the periods presented in this report; 4. The registrant’s other certifying officer and I are responsible for establishingand maintaining disclosure controls and procedures (as defined in Exchange ActRules 13a-15(e) and 15d-15(e)) for the registrant and have
 a) Designed such disclosure controls andprocedures, or caused such disclosurecontrols and procedures to bedesigned under our supervision, toensure that material informationrelating to the registrant, includingits consolidated subsidiaries, ismade known to us by others withinthose entities, particularly duringthe period in which this report isbeing prepared;  b) Evaluated the effectiveness of theregistrant’s disclosure controls andprocedures and presented in thisreport our conclusions about theeffectiveness of the disclosurecontrols and procedures, as of theend of the period covered by thisreport based on such evaluation; and  c) Disclosed in this report any changein the registrant’s internal controlover financial reporting thatoccurred during the registrant’s mostrecent fiscal quarter (theregistrant’s fourth fiscal quarter inthe case of an annual report) thathas materially affected, or isreasonably likely to materiallyaffect, the registrant’s internalcontrol over financial reporting; and
5. The registrant’s other certifying officer(s) and I have disclosed, based on ourmost recent evaluation of internal control over financial reporting, to theregistrant’s auditors and the audit committee of the registrant’s board ofdirectors (or persons performing the equivalent functions):
 a) All significant deficiencies andmaterial weaknesses in the design oroperation of internal control overfinancial reporting which arereasonably likely to adversely affectthe registrant’s ability to record,process, summarize and reportfinancial information; and  b) Any fraud, whether or not material,that involves management or otheremployees who have a significant rolein the registrant’s internal controlover financial reporting.
Dated: September 24, 2004                                                /s/    YUYUN TRISTAN KUO   Yuyun Tristan Kuo   Vice President of Finance, Treasurerand Corporate Secretary(Principal Financial and Accounting Official)