CERTIFICATION PURSUANT TO PURSUANT TO RULE 13A-14(A) OR RULE 15D-14(A)
               OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED

I,  Zagros  Shahvaran,  Chief  Financial  Officer  of  Lucy's  Cafe,  Inc.  (the
"Company"),  certify  that:

1.  I  have  reviewed  this  annual  report  on  Form  10-KSB  of  the  Company;

2. Based on my knowledge, this 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  report;

3.  Based  on  my  knowledge,  the  financial  statements,  and  other financial
information included in this 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  report;

4. As the registrant's certifying officer, I am 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  I  have:

     a)   designed  such  disclosure  controls  and  procedures,  or caused such
          disclosure  controls  and  procedures  to  be  designed  under  our
          supervision,  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  report  is  being  prepared;

     b)   designed  such  internal  control  over financial reporting, or caused
          such internal control over financial reporting to be designed under my
          supervision, 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 and presented in this report our conclusions about the
          effectiveness of the disclosure controls and procedures, as of the end
          of  the  period  covered  by this report based on such evaluation; and

     d)   disclosed  in  this  report  any  change  in the registrant's internal
          control  over  financial  reporting  that  occurred  during the period
          covered  by this report that has materially affected, or is reasonably
          likely  to  materially  affect, the registrant's internal control over
          financial  reporting.

5.  As  the  registrant's certifying officer, I have disclosed, based on my 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  persons  performing  the  equivalent  function):

     a)   all  significant deficiencies and material weaknesses in the design or
          operation  of  internal  control  over  financial  reporting which are
          reasonably  likely  to  adversely  affect  the registrant's ability to
          record,  process,  summarize  and  report  financial  information; and

     b)   any  fraud, whether or not material, that involves management or other
          employees  who  have  a  significant role in the registrant's internal
          control  over  financial  reporting.


Date: April 5,  2004               By: /s/ Zagros Shahvaran
                                   -------------------------
                                   Zagros  Shahvaran
                                   Chief  Financial  Officer