**Exhibit
      31.1**




**Certification
      of Chief Executive Officer and Chief Financial Officer**


**Pursuant
      to**


**Section
      302 of the Sarbanes-Oxley Act**




I,
      Paul
      Leslie Hammond, certify that:




1.  I
      have
      reviewed this quarterly report on Form 10-QSB of Pax Biofuels 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 quarterly 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 period presented in this quarterly report;




4.  I
      am
      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, 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.  I
      have
      disclosed, based on my 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 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 weaknesses in internal controls; 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; and




6.  I
      have
      indicated in this quarterly 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.




IN
      WITNESS WHEREOF, the undersigned has executed this certification as of the
      17th
      day of March 2008.




/s/
                Paul Leslie HammondPaul
                Leslie HammondPrincipal
                Executive Officer, Financial Officerand
                Accounting Officer