**Exhibit 31.1**

 

CERTIFICATION

 

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

 

1.     I have reviewed this quarterly report on Form10-QSB of Paulson Capital Corp.;

 

2.     Based on my knowledge, this quarterly report doesnot contain any untrue statement of a material fact or omit to state a materialfact necessary to make the statements made, in light of the circumstances underwhich such statements were made, not misleading with respect to the periodcovered by this quarterly report;

 

3.     Based on my knowledge, the financial statements,and other financial information included in this quarterly report, fairlypresent in all material respects the financial condition, results of operationsand cash flows of the registrant as of, and for, the period presented in thisquarterly report;

 

4.     The registrant’s other certifying officers and Iare responsible for establishing and maintaining disclosure controls andprocedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for theregistrant and we have:

 

a.     Designed such disclosure controls and procedures,or caused such disclosure controls to be designed under our supervision, toensure that material information relating to the registrant, including itsconsolidated subsidiaries, is made known to us by others within those entities,particularly during the period in which this quarterly report is beingprepared;

 

b.     Evaluated the effectiveness of the registrant’sdisclosure controls and procedures and presented in this report our conclusionsabout the effectiveness of the disclosure controls and procedures, as of theend of the period covered by this report based on such evaluation; and

 

c.     Disclosed in this report any change in theregistrant’s internal control over financial reporting that occurred during theregistrant’s most recent fiscal quarter (the registrant’s fourth quarter in thecase of an quarterly 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 officers and Ihave disclosed, based on our most recent evaluation of internal control overfinancial reporting, to the registrant’s auditors and the audit committee ofregistrant’s board of directors (or persons performing the equivalent function):

 

a.     All significant deficiencies in the design oroperation of internal controls which are reasonably likely to adversely affectthe registrant’s ability to record, process, summarize and report financialinformation; and

 

b.     Any fraud, whether or not material, that involvesmanagement or other employees who have a significant role in the registrant’sinternal control over financial reporting.

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

 

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