EXHIBIT 31

    CERTIFICATION OF JOSEPH R. ROZELLE, CHIEF EXECUTIVE OFFICER AND
     PRINCIPAL FINANCIAL OFFICER, PURSUANT TO RULE 13a-14(a) UNDER
                  THE SECURITIES EXCHANGE ACT OF 1934

       I, Joseph R. Rozelle, certify that:

       1.  I have reviewed this Quarterly Report on Form 10-Q of Pan
Asian Corporation;

       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 registrant as of, and for, the periods presented in
this report;

       4.  I am responsible for establishing and maintaining disclosure
controls and procedures (as defined in Exchange Act Rules 13a-15(e)
and 15d-15(e)) for the registrant 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 registrant, 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 the registrant'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

       c)  disclosed in this report any change in the registrant's
    internal control over financial reporting that occurred during
    the registrant's most recent fiscal quarter (the registrant's
    fourth fiscal quarter in the case of an annual report) that has
    materially affected, or is reasonably likely to materially
    affect, the registrant's internal control over financial
    reporting; and

       5.  I have disclosed, based on my most recent evaluation of
internal control over financial reporting, to the registrant's
auditors and the audit committee of the 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 control over financial reporting.

February 14, 2007

                                        /s/  JOSEPH R. ROZELLE
                                        -------------------------------
                                        Joseph R. Rozelle
                                        Principal Executive Officer
                                        and Principal Financial Officer