**Exhibit 31.1**

 

CERTIFICATION

 

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

 

1.     I havereviewed this quarterly report on Form 10-QSB of Paulson Capital Corp.;

 

2.     Based onmy knowledge, this quarterly report does not contain any untrue statement of amaterial fact or omit to state a material fact necessary to make the statementsmade, in light of the circumstances under which such statements were made, notmisleading with respect to the period covered by this quarterly report;

 

3.     Based onmy knowledge, the financial statements, and other financial informationincluded in this quarterly report, fairly present in all material respects thefinancial condition, results of operations and cash flows of the registrant asof, and for, the period presented in this quarterly report;

 

4.     Theregistrant’s other certifying officers and I are responsible for establishingand maintaining disclosure controls and procedures (as defined in Exchange ActRules 13a-15(e) and 15d-15(e)) for the registrant and we have:

 

a.     Designedsuch disclosure controls and procedures, or caused such disclosure controls tobe designed under our supervision, to ensure that material information relatingto the registrant, including its consolidated subsidiaries, is made known to usby others within those entities, particularly during the period in which thisquarterly report is being prepared;

 

b.     Evaluatedthe effectiveness of the registrant’s disclosure controls and procedures andpresented in this report our conclusions about the effectiveness of the disclosurecontrols and procedures, as of the end of the period covered by this reportbased on such evaluation; and

 

c.     Disclosedin this report any change in the registrant’s internal control over financialreporting that occurred during the registrant’s most recent fiscal quarter (theregistrant’s fourth quarter in the case of an quarterly report) that hasmaterially affected, or is reasonably likely to materially affect, theregistrant’s internal control over financial reporting; and

 

5.     Theregistrant’s other certifying officers and I have disclosed, based on our mostrecent evaluation of internal control over financial reporting, to theregistrant’s auditors and the audit committee of registrant’s board ofdirectors (or persons performing the equivalent function):

 

a.     Allsignificant deficiencies in the design or operation of internal controls whichare reasonably likely to adversely affect the registrant’s ability to record,process, summarize and report financial information; and

 

b.     Anyfraud, whether or not material, that involves management or other employees whohave a significant role in the registrant’s internal control over financialreporting.

 
| Dated:  November 12, 2004 |                                      |   |
|---------------------------|-------------------------------------------|--------|
|                      |                                      |   |
|                      |                                      |   |
|                      | /s/ Chester L.F. Paulson                  |   |
|                      | (Chester L.F. Paulson)                    |   |
|                      | (President & Chief Executive Officer) |   |

 

 

 

 

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