UNITED STATES

SECURITIES ANDEXCHANGE COMMISSION

Washington, DC 20549

 

AMENDED FORM 10-QSB

QUARTERLY REPORT UNDERSECTION 13 OR 15(f) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLYPERIOD ENDED JUNE 30, 2004

 

Commission file number333-62588

 

First National PowerCorporation

264 H Street, Suite A

Blaine, WA 98230

(604) 702-5604

 

IRS TAX ID #66-0349372

State ofIncorporation: Delaware

 

Check whether the issuer (1) filedall reports required to be filed by Section 13 or 15(d) of the Exchange Actduring the past 12 months (or for such shorter period that the registrant wasrequired to file such reports), and (2) has been subject to such filingrequirements for the past 90 days. Yes [X] [ ]

As of June 30, 2004, there were75,403,760 shares issued and outstanding of the issuer's common stock.

 

----

 

 

EXPLANATORY STATEMENT

 

The Company is filingthis Amendment No. 1 to its Quarterly Statement filed August 23, 2004, solelyfor the purpose of correcting the number of issued and outstanding shares as ofJune 30, 2004, as shown above, on the cover page of the Form 10QSB.

 

----

 

 

SIGNATURES

 

In accordance with the requirementsof the Exchange Act, the registrant caused this report to be signed on itsbehalf by the undersigned, thereunto duly authorized.

 

FIRST NATIONAL POWER CORPORATION

 

DATE: September 13, 2004

 

/s/ Darryl Mills 

Darryl Mills

President and duly authorized officer

 

/s/ Peter Wanner 

Peter Wanner

Chief Financial Officer

 

----

 

Exhibit 31

CERTIFICATION PURSUANTTO SECTION 302

OF THE SARBANES-OXLEYACT OF 2002

 

I, Darryl Mills,certify that:

 

1. I have reviewedthis quarterly report on Form 10-QSB/A of First National Power Corporation forthe quarter ended June 30, 2004;

 

2. Based on myknowledge, 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 on myknowledge, the financial statements, and other financial information included inthis quarterly report, fairly present in all material respects the financialcondition, results of operations and cash flows of the registrant as of, andfor, the periods presented in this quarterly report.

 

4. The registrant'sother certifying offering officers and I are responsible for establishing andmaintaining disclosure controls and procedures (as defined in Exchange Act Rules13a-14 and 15d-14) for the registrant and we have: a) designed such disclosurecontrols and procedures to ensure that material information relating to theregistrant, including its consolidated subsidiaries, is made known to us byothers within those entities, particularly during the period in which thisquarterly report is being prepared; b) evaluated the effectiveness of theregistrant's disclosure controls and procedures as of a date within 90 daysprior to the filing date of this quarterly report (the "Evaluation Date"); andc) presented in this quarterly report our conclusions about the effectiveness ofthe disclosure controls and procedures based on our evaluation as of theEvaluation Date;

 

5. The registrant'sother certifying officers and I have disclosed, based on our most recentevaluation, to the registrant's auditors and the audit committee of registrant'sboard of directors (or persons performing the equivalent function): a) allsignificant deficiencies in the design or operation of internal controls whichcould adversely affect the registrant's ability to record, process, summarizeand report financial data and have identified for the registrant's auditors anymaterial weaknesses in internal controls; and b) any fraud, whether or notmaterial, that involves management or other employees who have a significantrole in the registrant's internal controls; and 

 

6. The registrant'sother certifying officers and I have indicated in this quarterly report whetheror not there were significant changes in internal controls or in other factorsthat could significantly affect internal controls subsequent to the date of ourmost recent evaluation, including any corrective actions with regard tosignificant deficiencies and material weaknesses.

 

 

 

Date: September 13, 2004

 

/s/ Darryl Mills 

Darryl Mills

Chief Executive Officer

 

----

 

CERTIFICATION PURSUANTTO SECTION 302

OF THE SARBANES-OXLEYACT OF 2002

 

 

I, Peter Wanner,certify that:

 

1. I have reviewedthis quarterly report on Form 10-QSB/A of First National Power Corporation forthe quarter ended June 30, 2004;

 

2. Based on myknowledge, 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 on myknowledge, the financial statements, and other financial information included inthis quarterly report, fairly present in all material respects the financialcondition, results of operations and cash flows of the registrant as of, andfor, the periods presented in this quarterly report.

 

4. The registrant'sother certifying offering officers and I are responsible for establishing andmaintaining disclosure controls and procedures (as defined in Exchange Act Rules13a-14 and 15d-14) for the registrant and we have: a) designed such disclosurecontrols and procedures to ensure that material information relating to theregistrant, including its consolidated subsidiaries, is made known to us byothers within those entities, particularly during the period in which thisquarterly report is being prepared; b) evaluated the effectiveness of theregistrant's disclosure controls and procedures as of a date within 90 daysprior to the filing date of this quarterly report (the "Evaluation Date"); andc) presented in this quarterly report our conclusions about the effectiveness ofthe disclosure controls and procedures based on our evaluation as of theEvaluation Date;

 

5. The registrant'sother certifying officers and I have disclosed, based on our most recentevaluation, to the registrant's auditors and the audit committee of registrant'sboard of directors (or persons performing the equivalent function): a) allsignificant deficiencies in the design or operation of internal controls whichcould adversely affect the registrant's ability to record, process, summarizeand report financial data and have identified for the registrant's auditors anymaterial weaknesses in internal controls; and b) any fraud, whether or notmaterial, that involves management or other employees who have a significantrole in the registrant's internal controls; and 

 

6. The registrant'sother certifying officers and I have indicated in this quarterly report whetheror not there were significant changes in internal controls or in other factorsthat could significantly affect internal controls subsequent to the date of ourmost recent evaluation, including any corrective actions with regard tosignificant deficiencies and material weaknesses.

 

 

 

Date: September 13, 2004

 

/s/ Peter Wanner 

Peter Wanner

Chief Financial Officer

 

----

 

 

Exhibit 32

CERTIFICATION PURSUANTTO 

SECTION 906 OF THESARBANES-OXLEY ACT OF 2002 

(18 U.S.C. SECTION1350)

 

 

In connection withthe Quarterly Report of First National Power Corporation, a Delaware corporation(the "Company"), on Form 10-QSB/A for the quarter ending June 30, 2004 as filedwith the Securities and Exchange Commission (the "Report"), I, DarrylMills, President of the Company, certify, pursuant to Section 906 of theSarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350), that to my knowledge: 

 

(1) The Report fullycomplies with the requirements of section 13(a) or 15(d) of the SecuritiesExchange Act of 1934; and 

 

(2) The informationcontained in the Report fairly presents, in all material respects, the financialcondition and result of operations of the Company. 

 

 

/s/ Darryl Mills 

Darryl Mills, President

Dated: September 13, 2004

 

 

----

 

 

CERTIFICATION PURSUANTTO 

SECTION 906 OF THESARBANES-OXLEY ACT OF 2002 

(18 U.S.C. SECTION1350)

 

In connection withthe Quarterly Report of First National Power Corporation, a Delaware corporation(the "Company"), on Form 10-QSB/A for the quarter ending June 30, 2004 as filedwith the Securities and Exchange Commission (the "Report"), I, Peter Wanner,Chief Financial Officer of the Company, certify, pursuant to Section 906 of theSarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350), that to my knowledge: 

 

(1) The Report fullycomplies with the requirements of section 13(a) or 15(d) of the SecuritiesExchange Act of 1934; and 

 

(2) The informationcontained in the Report fairly presents, in all material respects, the financialcondition and result of operations of the Company. 

 

 

/s/ Peter Wanner 

Peter Wanner, Chief Financial Officer

Dated: September 13, 2004

----