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                                                                      EXHIBIT 31

         CERTIFICATE OF THE CHIEF EXECUTIVE AND CHIEF FINANCIAL OFFICER
            PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

         I, Kenneth C. Lowe, certify that:

1.       I have reviewed this quarterly report on Form 10-QSB for the quarter
ended March 31, 2004 of Transition Auto Finance II ("TAF II");

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 TAF II as of,
and for, the periods presented in this report.

4.       TAF II's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
the Exchange Act Rules 13a-15(e) and 15d-15(e)) for TAF II 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 TAF II,
         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.       Evaluated the effectiveness of TAF II's disclosure control's
         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

         c.       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; and

         d.       Disclosed in this report any change in TAF II's internal
         control over financial reporting that occurred during TAF II's most
         recent fiscal quarter that has materially affected, or is reasonably
         likely to materially affect, TAF II's internal control over financial
         reporting; and

5.       TAF II's other certifying officers and I have disclosed, based on our
most recent evaluation of internal control over financial reporting, to TAF II's
auditors and the audit committee of TAF II's board of directors:

         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 TAF II'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 TAF II's internal
         control over financial reporting.

Date: April 30, 2004

/s/ Kenneth C. Lowe
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Kenneth C. Lowe
Chief Executive and Chief Financial Officer

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