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 Inouye, certify that:

     1.   We have reviewed this quarterly  report on Form 10-QSB of Pacific Fuel
          Cell Corp. (the "Registrant" or the "Company"), SEC file No.0-28031;

     2.   Based on our  knowledge,  this  quarterly  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 quarterly report;

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

     4.   We  are  responsible  for  establishing  and  maintaining   disclosure
          controls and  procedures (as defined in Exchange Act Rules 13a-15e and
          15d-15e) 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 quarterly report is being prepared;

          b.   evaluated  the  effectiveness  of  the  Registrant's   disclosure
               controls and procedures  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 evaluations; and

          c.   disclosed in this report any change in the Registrant's  internal
               control  over  financial   reporting  that  occurred  during  the
               Registrant's  most  recent  fiscal  quarter  that  is  materially
               affected,  or is  reasonably  likely  to  materially  affect  the
               Registrant's internal control over financial reporting.



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     5.   We have  disclosed,  based on our most recent  evaluation  of internal
          control over financial reporting, to the Registrant's auditors and the
          Audit  Committee of the  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  Company's
               internal control over financial reporting.

Dated:  August 19, 2004                   s/George Suzuki
                                          --------------------------------------
                                          George Suzuki, Chief Executive Officer

Dated:  August 19, 2004                   s/Ken Inouye
                                          --------------------------------------
                                          Ken Inouye, Chief Financial Officer