**Exhibit 31.1**

 

CERTIFICATION

 

I, Chester L.F. Paulson, certify that:

 

1.               I have reviewed this annual report onForm 10-KSB of Paulson Capital Corp.;

 

2.               Based on my knowledge, this annualreport does not contain any untrue statement of a material fact or omit tostate a material fact necessary to make the statements made, in light of thecircumstances under which such statements were made, not misleading withrespect to the period covered by this annual report;

 

3.               Based on my knowledge, the financialstatements, and other financial information included in this annual report,fairly present in all material respects the financial condition, results oroperations and cash flows of the registrant as of, and for, the periodpresented in this annual report;

 

4.               The registrant’s other certifyingofficers and I are responsible for establishing and maintaining disclosurecontrols and procedures (as defined in Exchange Act Rules 13a-15(e) and15-d-15(e)) for the registrant and we have:

 

a.               Designed such disclosure controls andprocedures, or caused such disclosure controls to be designed under oursupervision, to ensure that material information relating to the registrant,including its consolidated subsidiaries, is made known to us by others withinthose entities, particularly during the period in which this annual report isbeing prepared;

 

b.              Evaluated the effectiveness of theregistrant’s disclosure controls and procedures and presented in this reportour conclusions about the effectiveness of the disclosure controls andprocedures, as of the end of the period covered by this report based on suchevaluation; and

 

c.               Disclosed in this report any change inthe registrant’s internal control over financial reporting that occurred duringthe registrant’s most recent fiscal quarter (the registrant’s fourth quarter inthe case of an annual report) that has materially affected, or is reasonablylikely to materially affect, the registrant’s internal control over financialreporting; and

 

5.               The registrant’s other certifying officersand I have disclosed, based on our most recent evaluation, to the registrant’sauditors and the audit committee of registrant’s board of directors (or personsperforming the equivalent function):

 

a.               All significant deficiencies in thedesign or operation of internal controls which are reasonably likely toadversely affect the registrant’s ability to record, process, summarize andreport financial information, and

 

b.              Any fraud, whether or not material, thatinvolves management or other employees who have a significant role in theregistrant’s internal control over financial reporting.

 

6.               The registrant’s other certifyingofficers and I have indicated in this annual report whether or not there weresignificant changes in internal controls or in other factors that couldsignificantly affect internal controls subsequent to the date of our mostrecent evaluation, including any corrective actions with regard to significantdeficiencies and material weaknesses.

 
| Dated: March 29, 2004                     |
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|                                      |
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|                                      | /s/ Chester L.F.  Paulson |   |
| (Chester L.F. Paulson)                    |
| (President & Chief Executive Officer) |

 

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