Exhibit 31.1

                                  CERTIFICATION


     I, Scott Mac Caughern, certify that:

1.    I have reviewed this Form 10-KSB of Amnis Systems Inc.;

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 small  business  issuer as of, and for, the periods  presented in this
      report;

4.    The  small  business  issuer's  other  certifying  officer(s)  and  I  are
      responsible  for  establishing  and  maintaining  disclosure  controls and
      procedures (as defined in Exchange Act Rules  13a-15(e) and 15d-15(e)) and
      internal  control  over  financial  reporting  (as defined in Exchange Act
      Rules 13a-15(f) and 15d-15(f)) for the small business issuer and 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
            small business issuer, 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 our 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 small  business  issuer'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  small  business
            issuer's  internal  control over  financial  reporting that occurred
            during the small  business  issuer's most recent fiscal quarter (the
            small  business  issuer's  fourth  fiscal  quarter in the case of an
            annual report) that has materially affected, or is reasonably likely
            to materially  affect,  the small business issuer's internal control
            over financial reporting; and

5.    The  small  business  issuer's  other  certifying  officer(s)  and I  have
      disclosed,  based on our most recent  evaluation of internal  control over
      financial reporting, to the small business issuer's auditors and the audit
      committee of the small  business  issuer'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 small business
            issuer'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 small  business
            issuer's internal control over financial reporting.


Date: March __, 2004
/s/ Scott Mac Caughern
----------------------
Scott Mac Caughern
Chief Executive Officer and Acting Chief Financial Officer