302 CERTIFICATION

I, Glen R. Gamble, certify that:

         1. I have reviewed the amendment to the quarterly report on
Form 10-QSB of Pinnacle Resources, Inc.;

         2. Based on my knowledge, this quarterly 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 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 report;

         4. The registrant's other certifying officers and I are
responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 12a-14) and internal
controls over financial reporting (as defined in Exchange Act Rules
13a-15(f) and 15d-15(f)) for the registrant and have:

      a)  designed  such  disclosure  controls  and  procedures  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
quarterly report is being prepared;

      b) evaluated the  effectiveness of the registrant's  disclosure
controls and procedures as of a date within 90 days prior to the filing
date of this quarterly report (the "Evaluation Date"); and

      c)  presented in this quarterly report our conclusions about the
effectiveness  of the disclosure  controls and procedures based on our
evaluation as of the Evaluation Date;

         5. The registrant's other certifying officers and I have
disclosed, based on our most recent evaluation, to the registrant's
auditors and the audit committee of registrant's board of directors (or
persons performing the equivalent functions):

         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 controls over financial reporting.

Date: May 25, 2004                /s/Glen R. Gamble
                                   ----------------------------
                                   Glen R. Gamble
                                   President & Chief Executive Officer

              302 CERTIFICATION

I, Robert A. Hildebrand, certify that:

         1. I have reviewed the amendment to the quarterly report on
Form 10-QSB of Pinnacle Resources, Inc.;

         2. Based on my knowledge, this quarterly 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 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 report;

         4. The registrant's other certifying officers and I are
responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 12a-14) and internal
controls over financial reporting (as defined in Exchange Act Rules
13a-15(f) and 15d-15(f)) for the registrant and have:

      a)  designed  such  disclosure  controls  and  procedures  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
quarterly report is being prepared;

      b) evaluated the  effectiveness of the registrant's  disclosure
controls and procedures as of a date within 90 days prior to the filing
date of this quarterly report (the "Evaluation Date"); and

      c)  presented in this quarterly report our conclusions about the
effectiveness  of the disclosure  controls and procedures based on our
evaluation as of the Evaluation Date;

         5. The registrant's other certifying officers and I have
disclosed, based on our most recent evaluation, to the registrant's
auditors and the audit committee of registrant's board of directors (or
persons performing the equivalent functions):

         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 controls over financial reporting.

Date: May 25, 2004                /s/Robert A. Hildebrand
                                   ----------------------------
                                   Robert A. Hildebrand, CFO