UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549



FORM 10-QSB

QUARTERLY REPORT UNDER SECTION 13 OR 15(f) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2004



Commission file number 333-62588



First National Power Corporation

264 H Street, Suite A

Blaine, WA 98230

(604) 858-0890



First National Power Corporation

4970 Teskey Road

Chilliwack, BC

Canada V2R 5$2

(Former Name, Former address)



IRS TAX ID # 66-0349372

State of Incorporation: Delaware





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

As of March 31, 2004, there were 75,403,760 shares issued and outstanding of
the issuer's common stock.



PART I: FINANCIAL INFORMATION



Item 1. Financial Statements:





CAPSTONE INTERNATIONAL
CORPORATION





(A DEVELOPMENT STAGE
COMPANY)





FINANCIAL STATEMENTS





MARCH 31, 2004 AND
MARCH 31, 2003

---







TABLE OF CONTENTS







|                                                                                          | Page Number                                                               
|----------------------------------------------------------------------------------------- | --------------------------------------------------------------------------
|INDEPENDENT ACCOUNTANT'S REPORT .
    . . . . . . . . . . . . . . . . . . . . . . . . . . | 1                                                                         
|                                                                                          |                                                                           
|FINANCIAL STAEMENT                                                                        |                                                                           
|                                                                                          |                                                                           
|                                                                                          | Balance Sheets . . . . . . . . .
    . . . . . . . . . . . . . . . . . . .
|                                                                                          |                                                                           
|                                                                                          | Statements of Operations and
    Deficit                                  
|                                                                                          |                                                                           
|                                                                                          |                                                                           
|                                                                                          | Statement of Changes in
    Stockholders' Equity . . . .                  
|                                                                                          |                                                                           
|                                                                                          | Statements of Cash Flows . . . .
    . . . . . . . . . . . . . . . .      
|                                                                                          |                                                                           
|                                                                                          | Notes to the Financial Statements
    . . . . . . . . . . . . . .         



---





|David E. Coffey             | 6767 W. Tropicana Ave. Suite 216,
    Las Vegas, NV 89103
|--------------------------- | ---------------------------------------------------------
|Certified Public Accountant |                                                          



INDEPENDENT AUDITOR'S
REPORT





To the Board of Directors and
Stockholders

of First National Power corporation
(formerly Capstone International Corporation)

Fox Island, Washington



I have reviewed the accompanying
financial statements of First National Power Corporation (a development stage
company) as of March 31, 2004 and Mach 31, 2003. These financial statements are
the responsibility of First National Power corporation's management.



I conducted my review in accordance
with standards established by the American Institute of Certified Public
Accountants. A review of interim financial consists principally of applying
analytical procedures to financial data and making inquiries of persons
responsible for financial and accounting matters. It is substantially less in
scope than an audit conducted in accordance with auditing standards generally
accepted in the United States of America, the objective of which is the
expression of an opinion regarding the financial statements taken as a whole.
Accordingly, no such opinion is expressed.



Based on my review, I am not aware of
any material modifications that should be made to the accompanying financial
statements for them to be in conformity with accounting principles generally
accepted in the United States of America established by the American Institute
of certified Public Accountants.





David E. Coffey, C.P.A.

Las Vegas, Nevada

21-May-04

---





FIRST NATIONAL POWER CORPORATION

(FORMERLY CAPSTONE INTERNATIONAL
CORPORATION)

(A DEVELOPMENT STAGE COMPANY)

BALANCE SHEETS



|                                                      |                                                        |                            | March 31, 2004 | March 31, 2003    
|----------------------------------------------------- | ------------------------------------------------------ | -------------------------- | -------------- | ------------------
|ASSETS                                                |                                                        | ------------------         |                | ----------------- 
|                                                      |                                                        |                            |                |                   
|Cash                                                  | $                                                      | 14,872                     | $              | 0                 
|Prepaid expenses                                      |                                                        | 4,736                      |                | 0                 
|Deposits                                              |                                                        | 5,000                      |                | 0                 
|Automobiles, net of $104
    accumulated depreciation |                                                        | 3,018                      |                | 0                 
|                                                      |                                                        |                            |                | ------------------
|                                                      | Total Assets                                           | $                          | 27,626         | $                 
|                                                      |                                                        |                            |                | ==========        
|LIABILITIES & STOCKHOLDERS'
    EQUITY                |                                                        |                            |                |                   
|                                                      |                                                        |                            |                |                   
|Accounts payable                                      | $                                                      | 28,467                     | $              | 30,056            
|Loans from Companies controlled
    by stockholders   |                                                        | 43,394                     |                | 0                 
|Stock subscriptions received                          |                                                        | 50,000                     |                | 0                 
|                                                      |                                                        |                            |                | ------------------
|                                                      | Total Liabilities                                      |                            | 121,861        |                   
|                                                      |                                                        |                            |                |                   
|Stockholders' Equity                                  |                                                        |                            |                |                   
|                                                      | Common stock, authorized
    100,000,000               |                            |                |                   
|                                                      | shares at $.001 par value,
    75,403,760 shares       |                            |                |                   
|                                                      | and 2,113,536 shares,
    respectively, issued         |                            |                |                   
|                                                      | and outstanding after giving
    effect to a 5 for 1   |                            |                |                   
|                                                      | stock split effective April 25,
    2003 and a 7 for 1 |                            |                |                   
|                                                      | stock split effective January 12,
    2004             |                            | 75,404         |                   
|                                                      | Additional paid-in capital                             |                            | 47,450         |                   
|                                                      | Deficit accumulated during the                         |                            |                |                   
|                                                      | development stage                                      |                            | (217,089)      |                   
|                                                      |                                                        |                            |                | ------------------
|                                                      |                                                        | Total Stockholders' Equity |                | (94,235)          
|                                                      |                                                        |                            |                |                   
|                                                      | Total Liabilities and
    Stockholders' Equity         | $                          | 27,626         | $                 
|                                                      |                                                        |                            | ==========     |                   























The accompanying notes are an
integral part of

These financial statements

-2-

---



FIRST NATIONAL POWER CORPORATION

(FORMERLY CAPSTONE INTERNATIONAL
CORPORATION)

(A DEVELOPMENT STAGE COMPANY)

STATEMENTS OF OPERATIONS AND DEFICIT

ACCUMULATED DURING THE DEVELOPMENT
STAGE

(With Cumulative Figures From
Inception)



|                                                                                                                                                                                |                         |                    | Three months
    ending March 31 |                 | From
    Inception, Nov. 16, 2000 to March 31, 2004
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------- | ------------------ | -------------------------------- | --------------- | ---------------------------------------------------
|                                                                                                                                                                                |                         |                    | 2004                             |                 | 2003                                               
|                                                                                                                                                                                |                         | ------------------ |                                  | --------------- |                                                    
|Income                                                                                                                                                                          | $                       | 0                  | $                                | 0               | $                                                  
|                                                                                                                                                                                |                         |                    |                                  |                 |                                                    
|Expenses                                                                                                                                                                        |                         |                    |                                  |                 |                                                    
|                                                                                                                                                                                | Organizational costs    |                    | 0                                |                 | 0                                                  
|                                                                                                                                                                                | Advertising             |                    | 6,466                            |                 | 0                                                  
|                                                                                                                                                                                | Depreciation            |                    | 104                              |                 | 0                                                  
|                                                                                                                                                                                | Professional Fees       |                    | 8,702                            |                 | 5,448                                              
|                                                                                                                                                                                | Consulting              |                    | 21,000                           |                 | 0                                                  
|                                                                                                                                                                                | Outside services        |                    | 2,634                            |                 | 0                                                  
|                                                                                                                                                                                | Office expenses         |                    | 587                              |                 | 33                                                 
|                                                                                                                                                                                | Internet expenses       |                    | 190                              |                 | 0                                                  
|                                                                                                                                                                                | Taxes and licenses      |                    | 473                              |                 | 0                                                  
|                                                                                                                                                                                | Travel                  |                    | 2,668                            |                 | 0                                                  
|                                                                                                                                                                                | Meals and entertainment |                    | 593                              |                 | 0                                                  
|                                                                                                                                                                                | Seminars and meetings   |                    | 400                              |                 | 0                                                  
|                                                                                                                                                                                | PWPG Project expenses   |                    | 15,000                           |                 | 0                                                  
|                                                                                                                                                                                | Interest expense        |                    | 58                               |                 | 560                                                
|                                                                                                                                                                                |                         |                    | ------------------               |                 | ---------------                                    
|Total expenses                                                                                                                                                                  |                         | 58,875             |                                  | 6,041           |                                                    
|                                                                                                                                                                                |                         |                    |                                  |                 |                                                    
|Net loss                                                                                                                                                                        |                         | (58,875)           |                                  | (6,041)         | $                                                  
|                                                                                                                                                                                |                         |                    |                                  |                 |                                                    
|Retained earnings, beginning of
    period                                                                                                                                      |                         | (158,214)          |                                  | (50,969)        |                                                    
|                                                                                                                                                                                |                         |                    | ------------------               |                 | ---------------                                    
|Deficit accumulated during the
    development stage                                                                                                                            | $                       | (217,089)          | $                                | (57,010)        |                                                    
|                                                                                                                                                                                |                         |                    | ===========                      |                 | =========                                          
|Earnings (loss) per share,
    assuming dilution, after giving effect to a 5 for 1 stock split effective
    April 25, 2003, and a 7 for 1 split effective on January 12, 2004: |                         |                    |                                  |                 |                                                    
|Net Loss                                                                                                                                                                        | $                       | 0.00               | $                                | 0.00            | $                                                  
|                                                                                                                                                                                |                         |                    | ==========                       |                 | =========                                          
|Weighted average shares
    outstanding                                                                                                                                         |                         | 75,383,760         |                                  | 79,973,760      |                                                    
|                                                                                                                                                                                |                         | ===========        |                                  | ==========      |                                                    















The accompanying notes are an
integral part of

These financial statements.

-3-

---



FIRST NATIONAL POWER CORPORATION

(FORMERLY CAPSTONE INTERNATIONAL
CORPORATION)

STATEMENT OF CHANGES IN STOCKHOLDERS'
EQUITY

FROM NOVEMBER 16, 2000 (Date of
Inception) TO MARCH 31, 2004



|                                                                                 | Common Stock  |   | Additional Paid-in Captial |   | Deficit accumul-
    ated
    during the
    development
    stage | Total
|-------------------------------------------------------------------------------- | ------------- | - | -------------------------- | - | ------------------------------------------------------------------ | -----
|                                                                                 | Shares        |   | Amount                     |   |                                                                   
|                                                                                 | ------------- |   | ----------                 |   | -------------                                                      |      
|Balance, November 16, 2000                                                       | --            | $ | --                         | $ | --                                                                 | $    
|Issuance of common stock for cash                                                |               |   |                            |   |                                                                    |      
|November 20, 2000                                                                | 100,000       |   | 100                        |   | 900                                                                |      
|Less net loss                                                                    | 0             |   | 0                          |   | 0                                                                  |      
|                                                                                 | -----------   |   | ----------                 |   | -----------                                                        |      
|Balance, December 31, 2000                                                       | 100,000       |   | 100                        |   | 900                                                                |      
|                                                                                 |               |   |                            |   |                                                                    |      
|Issuance of common stock for cash                                                |               |   |                            |   |                                                                    |      
|May 9, 2001                                                                      | 400,000       |   | 400                        |   | 3,600                                                              |      
|May 14, 2001                                                                     | 700,000       |   | 700                        |   | 6,300                                                              |      
|June 14, 2001                                                                    | 850,000       |   | 850                        |   | 7,650                                                              |      
|Currency translation adjustment                                                  | 0             |   | 0                          |   | 100                                                                |      
|Less net loss                                                                    | 0             |   | 0                          |   | 0                                                                  |      
|                                                                                 | -----------   |   | ----------                 |   | -----------                                                        |      
|Balance, December 31, 2001                                                       | 2,050,000     |   | 2,050                      |   | 18,550                                                             |      
|                                                                                 |               |   |                            |   |                                                                    |      
|July 15, 2002 Expiration of
    rescission offer for Nov. 14, 2001 sale of stock | 63,536        |   | 64                         |   | 6,290                                                              |      
|Less net loss                                                                    | 0             |   | 0                          |   | 0                                                                  |      
|                                                                                 | -----------   |   | ----------                 |   | -----------                                                        |      
|Balance, December 31, 2002                                                       | 2,113,536     | $ | 2,114                      | $ | 24,840                                                             | $    
|                                                                                 |               |   |                            |   |                                                                    |      
|Stock split 5 for 1 effective                                                    |               |   |                            |   |                                                                    |      
|April 25, 2003                                                                   | 8,454,144     |   | 8,454                      |   | (8,454)                                                            |      
|Dec. 2003 stock issued for
    services                                          | 200,000       |   | 200                        |   | 79,800                                                             |      
|Less net loss                                                                    | 0             |   | 0                          |   | 0                                                                  |      
|                                                                                 | ------------  |   | ----------                 |   | ------------                                                       |      
|Balance, December 31, 2003                                                       | 10,767,680    |   | 10,768                     |   | 96,186                                                             |      
|                                                                                 |               |   |                            |   |                                                                    |      
|Stock split 7 for 1 effective
    January 12, 2004                               | 64,606,080    |   | 64,606                     |   | (64,606)                                                           |      
|Mar. 8, 2004 stock issued for
    service                                        | 30,000        |   | 30                         |   | 15,870                                                             |      
|Less net loss                                                                    | 0             |   | 0                          |   | 0                                                                  |      
|                                                                                 | ------------  |   | ----------                 |   | ------------                                                       |      
|Balance, March 31, 2004                                                          | 75,403,760    | $ | 75,404                     | $ | 47,450                                                             | $    
|                                                                                 | =======       |   | =====                      |   | =======                                                            |      









The accompanying notes are an
integral part of

these financial statements.

-4-

---



FIRST NATIONAL POWER CORPORATION

(FORMERLY CAPSTONE INTERNATIONAL
CORPORATION)

(A DEVELOPMENT STAGE COMPANY)

STATEMENTS OF CASH FLOWS
(With Cumulative Figures From Inception)



|                                                                 |                                                |                                                     |                                               |                     | Three months
    ending Mach 31, |                        | From
    Inception, Nov. 16 2000 to March 31, 2004
|---------------------------------------------------------------- | ---------------------------------------------- | --------------------------------------------------- | --------------------------------------------- | ------------------- | -------------------------------- | ---------------------- | --------------------------------------------------
|                                                                 |                                                |                                                     |                                               |                     | 2004                             |                        | 2003                                              
|                                                                 |                                                | ----------------------                              |                                               | ------------------- |                                  | ----------------------
|CASH FLOWS PROVIDED BY OPERATING                                 |                                                |                                                     |                                               |                     |                                  |                       
|ACTIVITIES                                                       |                                                |                                                     |                                               |                     |                                  |                       
|Net Loss                                                         | $                                              | (58,875)                                            | $                                             | (6,041)             | $                                | (217,089)             
|Non-cash items included in net
    loss                          |                                                | 0                                                   |                                               | 0                   |                                  | 0                     
|                                                                 | Depreciation                                   |                                                     | 104                                           |                     | 0                                |                        | 104                                               
|                                                                 | Stock issued for services                      |                                                     | 15,900                                        |                     | 0                                |                        | 95,900                                            
|Adjustments to reconcile net loss
    to                         |                                                |                                                     |                                               |                     |                                  |                       
|                                                                 | cash used by operating activity                |                                                     |                                               |                     |                                  |                        |                                                   
|                                                                 |                                                | Prepaid expenses (increase)                         |                                               | (4,736)             |                                  | 0                      |                                                   
|                                                                 |                                                | Deposits (increase)                                 |                                               | (5,000)             |                                  | 0                      |                                                   
|                                                                 |                                                | Accounts payable increase                           |                                               | 20,601              |                                  | 6,041                  |                                                   
|                                                                 |                                                | Loans from Companies controlled
    by stockholders |                                               | 0                   |                                  | 0                      |                                                   
|                                                                 |                                                |                                                     |                                               |                     | ----------------------           |                        | -------------------                               
|                                                                 |                                                |                                                     | NET CASH PROVIDED BY OPERATING
    ACTIVITIES |                     | (32,006)                         |                        | 0                                                 
|                                                                 |                                                |                                                     |                                               |                     |                                  |                        |                                                   
|CASH FLOWS FROM INVESTING
    ACTIVITIES                         |                                                |                                                     |                                               |                     |                                  |                       
|                                                                 | Automobile purchase                            |                                                     | (3,122)                                       |                     | 0                                |                        | (3,122)                                           
|                                                                 |                                                |                                                     |                                               |                     |                                  |                        |                                                   
|CASH FLOWS FROM FINANCING
    ACTIVITIES                         |                                                |                                                     |                                               |                     |                                  |                       
|                                                                 | Stock subscriptions received                   |                                                     | 50,000                                        |                     | 0                                |                        | 50,000                                            
|                                                                 | Sale of common stock (adjusted
    for splits) |                                                     | 63,404                                        |                     | 0                                |                        | 73,974                                            
|                                                                 | Paid-in capital (adjusted for
    splits)      |                                                     | (63,404)                                      |                     | 0                                |                        | (47,020)                                          
|                                                                 |                                                |                                                     |                                               |                     | ----------------------           |                        | -------------------                               
|                                                                 |                                                |                                                     | NET CASH PROVIDED BY FINANCING
    ACTIVITIES |                     | 50,000                           |                        | 0                                                 
|                                                                 |                                                |                                                     |                                               |                     |                                  |                        |                                                   
|                                                                 |                                                |                                                     | NET INCREASE IN CASH                          |                     | 14,872                           |                        | 0                                                 
|                                                                 |                                                |                                                     |                                               |                     |                                  |                        |                                                   
|CASH AT BEGINNING OF PERIOD                                      |                                                | 0                                                   |                                               | 0                   |                                  |                       
|                                                                 |                                                |                                                     |                                               |                     | ----------------------           |                        | -------------------                               
|                                                                 |                                                |                                                     | CASH AT END OF PERIOD                         | $                   | 14,872                           | $                      | 0                                                 
|                                                                 |                                                |                                                     |                                               |                     | ============                     |                        | ===========                                       
|                                                                 |                                                |                                                     |                                               |                     |                                  |                        |                                                   
|SUPPLEMENTAL INFORMATION                                         |                                                | ISSUES FOR                                          |                                               | ISSUES FOR          |                                  | TOTALS PER            
|(Adjusted for 5 for 1 split April
    25, 2003 and 7 for 1 split |                                                | CASH                                                |                                               | SERVICES            |                                  | BALANCE SHEET         
|effective January 12, 2004)                                      |                                                |                                                     |                                               |                     |                                  |                       
|                                                                 |                                                |                                                     |                                               |                     | ----------------------           |                        | -------------------                               
|                                                                 |                                                |                                                     | Common stock                                  | $                   | 73,974                           | $                      | 1,430                                             
|                                                                 |                                                |                                                     | Additional paid-in capital                    |                     | (47,020)                         |                        | 94,470                                            
|                                                                 |                                                |                                                     |                                               |                     | ----------------------           |                        | -------------------                               
|                                                                 |                                                |                                                     |                                               | $                   | 26,954                           | $                      | 95,900                                            
|                                                                 |                                                |                                                     |                                               |                     | ============                     |                        | ===========                                       







The accompanying notes are an
integral part of

These financial statements

-5-

---



FIRST NATIONAL POWER CORPORATION

(FORMERLY CAPSTONE INTERNATIONAL
CORPORATION)

(A DEVELOPMENT STAGE COMPANY)

NOTES TO THE FINANCIAL STATEMENTS

MARCH 31, 2004 AND MARCH 31, 2003



NOTE A SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES

> The Company was incorporated on
>   November 16, 2000 under the laws of the State of Delaware. The business
>   purpose of the Company was to acquire funeral facilities and the selling of
>   prepaid funeral programs. In January of 2004 the Company changed its business
>   purpose to provision of wind-driven solutions to power generation
>   requirements.
>   
>   The Company will adopt accounting
>   policies and procedures based upon the nature of future transactions.

NOTE B NAME CHANGE

> On January 19, 2004 the Company
>   changed its name to First National Power Corporation.

NOTE C FIXED ASSETS

> Costs of equipment purchases with a
>   useful life greater than one year are capitalized and depreciated over the
>   estimated life using the straight-line method. Repairs which do not extend the
>   useful life are expenses as incurred. The estimated life of automobiles is
>   five years.

NOTE D EARINGS (LOSS) PER SHARE

> Basic EPS is determined using net
>   income divided by the weighted average shares outstanding during the period.
>   Diluted EPS is computed by dividing net income by the weighted average shares
>   outstanding, assuming all dilutive potential common shares were issued. Since
>   the Company has no common shares that are potentially issuable, such as stock
>   options, convertible securities, or warrants, basic and diluted EPS are the
>   same.

NOTE E COMMON STOCK ISSUANCE

> On November 20, 2000 the Company
>   sold 100,000 shares of its common stock at $.01 per share for $1,000. On May
>   9, 2001 the Company sold 400,000 shares of its common stock at $.01 per share
>   for $4,000. On May 14, 2001 the Company sold 700,000 shares of its common
>   stock at $.01 per share for $7,000. On June 14, 2001 the Company sold 850,000
>   shares of its common stock at $.01 per share for $8,500. On November 14, 2001
>   the Company sold 63,536 shares of its common stock at $.10 per share for
>   $6,354.











-6-

---



FIRST NATIONAL POWER CORPORATION

(FORMERLY CAPSTONE INTERNATIONAL
CORPORATION)

(A DEVELOPMENT STAGE COMPANY)

NOTES TO THE FINANCIAL STATEMENTS

MARCH 31, 2004 AND MARCH 31, 2003

(Continued)





NOTE E COMMON STOCK ISSUANCE
(Continued)

> In December, 2003 the Company
>   issued 200,000 shares of its common stock valued at $.40 per share, $80,000,
>   for a consulting contract.
>   
>   In March of 2004 the Company issued
>   30,000 shares of its common stock valued at $.53 per share, $15,900, for legal
>   services.

NOTE F STOCK SPLIT

> On April 25 the Company split its
>   common stock 5 for 1. The 2,113,536 pre-split shares increased to 10,567,680
>   shares at $.001 par value issued and outstanding.
>   
>   On January 12, 2004 the Company
>   split its common stock 7 for 1. The 10,567,680 pre-split shares increased to
>   75,373,760 shares at $.001 par value issued and outstandin.

NOTE G LOANS FROM COMPANIES
CONTROLLED BY STOCKHOLDERS

> The Company has received loans from
>   a Company controlled by a stockholder. The loans are unsecured, payable on
>   demand, and accrue no interest. The total of such loans outstanding as of
>   March 31, 2004 was $43,395. The proceeds were used for working capital.

NOTE H LICENSING AGREEMENT

> On February 29, 2004 the company
>   entered into an agreement to use patented designs subject to the payment of
>   $15,000 and royalties of 5% of the gross price of each unit sold which
>   incorporates the designs. Beginning of the year 2005 the Company is obligated
>   to pay $35,000 per year minimum royalties.

NOTE I STOCK SUBSCRIPTION AGREEMENTS

> The Company has executed
>   subscription agreements to sell 136,000 shares of its common stock at a price
>   of $.50 per share, a total of $68,000. As of March 31, 2004, $50,000 of the
>   total had been received by the Company.





-7-

---



FIRST NATIONAL POWER CORPORATION

(FORMERLY CAPSTONE INTERNATIONAL
CORPORATION)

(A DEVELOPMENT STAGE COMPANY)

NOTES TO THE FINANCIAL STATEMENTS

MARCH 31, 2004 AND MARCH 31, 2003

(Continued)



NOTE J SUBSEQUENT EVENTS

> The Company has entered into an
>   agreement to purchase the assets of First National Power Corporation, a
>   Canadian company, for a minimum of 1,000,000 shares of the Company's stock. As
>   of March 31, 2004, the purchase price had not been determined and no shares
>   had been issued.

NOTE K GOING CONCERN

> The Company's financial statements
>   are prepared using accounting principles generally accepted in the United
>   States of America and applicable to a going concern, which contemplates the
>   realization of assets and liquidation of liabilities in the normal course of
>   business. However, the Company has not generated any revenues from its planned
>   principal operations through march 31, 2004. Without realization of additional
>   capital, it would be unlikely for the Company to continue as a going concern.































































-8-

---





Item 2: Management's Discussion and Analysis:

First National Power plans to review and explore opportunities in the power
generation and utilities industry that have recently become available. The
Company has entered into discussions to acquire First National Power Corporation
(FPOW) a private company located in Toronto Canada. While an agreement has been
signed, it has not yet been implemented. The primary focus of First National
Power is the international market for energy conservation and savings, both in
remunerative and ecological resources.

First National Power Corporation is a developer of renewable energy to meet
the growing demand for clean, renewable sources of power. First National's focus
is on wind power as evidenced by its working relationship with Mr. Alvin Snapper
to develop a propless wind turbine. The Company is also currently pursuing talks
with the objective of developing a production site capable of generating upwards
of 15 megawatts of electricity for the Ontario/New York state region as a test
market

Item 3. Effectiveness of the registrant's disclosure controls and procedures

Within the 90-day period prior to the filing of this report, the Company
carried out an evaluation of the effectiveness of the Company's disclosure
controls and procedures (as defined by Rule 13a-14(c) under the Securities
Exchange Act of 1934) under the supervision and with the participation of the
Company's chief executive officer and chief financial officer. Based on and as
of the date of such evaluation, the aforementioned officers have concluded that
the Company's disclosure controls and procedures were effective.

The Company also maintains a system of internal accounting controls that is
designed to provide assurance that assets are safeguarded and that transactions
are executed in accordance with management's authorization and properly
recorded. This system is continually reviewed and is augmented by written
policies and procedures, the careful selection and training of qualified
personnel and an internal audit program to monitor its effectiveness. During the
first quarter of fiscal year 2003, there were no significant changes to this
system of internal controls or in other factors that could significantly affect
those controls.

PART II - OTHER INFORMATION



Item 5: Other Information

Subsequent Events:

On May 1, 2004, Kevin Murphy resigned as President and a member of the Board
of Directors. On May 20th, 2004, Christopher Pennell and Peter Wanner
were appointed to the Board of Directors. Mr. Pennell was also appointed as
Secretary. Mr. Wanner was appointed as Treasurer and Chief Financial Officer.
Darryl Mills, the former President, was reappointed as President and CEO.

The Board is currently evaluating a number of candidates for appointment to a
Scientific Advisory Committee, which it hopes to be formally announcing in the
very near future. This committee will be made up of industry and or academic
experts who have special knowledge and experience in the green energy industry.
The Company will be calling on the Advisory Board for expert counsel and advise
in technical matters and industry specific issues.

Item 6. Exhibits and Reports on Form 8-K

Exhibits:

|Exhibit No. | Document                                  | Location        
|----------- | ----------------------------------------- | ----------------
|3.1         | Articles of
    Incorporation             | Previously Filed
|3.2         | Bylaws                                    | Previously Filed
|31          | Rule
    13a-41(a)/15d-14(a) Certificates | Included        
|32          | Section 1350
    Certifications           | Included        

Reports on Form 8-K

On May 6, 2004, the Company filed a Current Report on Form
8-K announcing the resignation of a director and officer, and the appointment of
a new director and officer.



SIGNATURES



In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

FIRST NATIONAL POWER
CORPORATION



DATE: May 21, 2004





/s/
Darryl Mills

Darryl Mills

President and duly
authorized officer





/s/ Peter
Wanner

Peter Wanner

Chief Financial Officer