CERTIFICATION PURSUANT TO SECTION 302

OF THE SARBANES-OXLEY ACT OF 2002

 I, Peter Wanner, certify that:

1. As of December 31, 2005, I have reviewed this annual report on Form10-KSB of First National Power Corporation; 

2. Based on my knowledge, this annual report does not contain any untruestatement of a material fact or omit to state a material fact necessary to makethe statements made, in light of the circumstances under which such statementswere made, not misleading with respect to the period covered by this annualreport; 

3. Based on my knowledge, the financial statements, and other financialinformation included in this annual report, fairly present in all materialrespects the financial condition, results of operations and cash flows of theregistrant as of, and for, the periods presented in this annual report; 

4. The issuer's other certifying officers and I are responsible forestablishing and maintaining disclosure controls and procedures (as defined inExchange Act Rules 13a-15(e) and 15d-15(3)) and internal control over financialreporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) for theissuer and we 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 issuer, including its    consolidated subsidiaries, is made known to us by others within those    entities, particularly during the period in which this annual report is    being prepared; 

b) designated 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 principals;

c) evaluated the effectiveness of the 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 issuer's    most recent fiscal quarter (the 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 issuer's other certifying officers and I have disclosed, based on ourmost recent evaluation of internal control over financial reporting, to theissuer's auditors and the audit committee of issuer's board of directors (orpersons 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 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 issuer's internal control over    financial reporting. 

Date: Feb 21, 2006

 

 ***/s/ Peter Wanner***
Peter Wanner, CFO