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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
June 30, 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: August 6, 2004


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


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