EXHIBIT 31


                            CERTIFICATION PURSUANT TO
                              18 USC, SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 302 OF THE SARBANES OXLEY ACT OF 2002

We, George Suzuki and Ken K. Inouye, certify that:

1.   We have  reviewed  this annual  report on Form 10-KSB of Pacific  Fuel Cell
     Corp. (the "Registrant" or the "Company");

2.   Based on our  knowledge,  this  annual  report  does not contain any untrue
     statement of a material fact or omit to state a material fact  necessary in
     order 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;

3.   Based on our  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;

4.   We are responsible for establishing and maintaining disclosure controls and
     procedures  (as  defined in Exchange  Act Rules  13a-14 and 15d-14) for the
     Registrant and have;

     a.   designed  such  disclosure  controls  and  procedures  to ensure  that
          material information relating to the Registrant is made known to us by
          others within those entities,  particularly during the period in which
          this annual report is being prepared;

     b.   evaluated the  effectiveness of the Registrant's  disclosure  controls
          and procedures and presented in this report our conclusions  about the
          effectiveness  of such  disclosure  and procedures as of a date within
          ninety  (90)  days  of the  filing  date of this  annual  report  (the
          "Evaluation Date"); and

     c.   disclosed  in this report any changes in our  internal  controls  over
          financial  reporting  that  occurred  during  our most  recent  fiscal
          quarter  that has  materially  affected,  or is  reasonably  likely to
          materially affect, our internal control over financial reporting;

5.   We have disclosed, based on our most recent evaluation, to the Registrant's
     auditors and the Audit Committee of the Registrant's Board of Directors (or
     persons performing the equivalent function):


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     a.   all  significant  deficiencies  in the design or operation of internal
          controls  which could  adversely  affect the  Registrant's  ability to
          record,  process,   summarize  and  report  financial  data  and  have
          identified  for the  Registrant's  auditors any  material  weakness in
          internal controls; and

     b.   any fraud, whether or not material,  that involves management or other
          employees  who  have a  significant  role  in the  Company's  internal
          controls; and

6.   We  have  indicated  in  this  annual  report  whether  or not  there  were
     significant  changes in internal  controls or in other  factors  that could
     significantly  affect internal controls  subsequent to the date of our most
     recent  evaluation,   including  any  corrective  actions  with  regard  to
     significant deficiencies and material weaknesses.


Dated:  March 23, 2004                    s/ George Suzuki
                                          --------------------------------------
                                          George Suzuki, Chief Executive Officer

Dated:  March 23, 2004                    s/ Ken K. Inouye
                                          --------------------------------------
                                          Ken K. Inouye, Chief Financial Officer