Exhibit 31

CERTIFICATION PURSUANT TO SECTION 302

OF THE SARBANES-OXLEY ACT OF 2002

 

I, Darryl Mills, certify that:

1. I have reviewed this quarterly report on Form 10-QSB ofFirst National Power Corporation for the quarter ended March 31, 2004;

2. Based on my knowledge, this quarterly report does notcontain any untrue statement of a material fact or omit to state a material factnecessary to make the statements made, in light of the circumstances under whichsuch statements were made, not misleading with respect to the period covered bythis quarterly report;

3. Based on my knowledge, the financial statements, and otherfinancial information included in this quarterly report, fairly present in allmaterial respects the financial condition, results of operations and cash flowsof the registrant as of, and for, the periods presented in this quarterlyreport.

4. The registrant's other certifying offering officers and Iare responsible for establishing and maintaining disclosure controls andprocedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for theregistrant and we have: a) designed such disclosure controls and procedures 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 being prepared;b) evaluated the effectiveness of the registrant's disclosure controls andprocedures as of a date within 90 days prior to the filing date of thisquarterly report (the "Evaluation Date"); and c) presented in this quarterlyreport our conclusions about the effectiveness of the disclosure controls andprocedures based on our evaluation as of the Evaluation Date;

5. The registrant's other certifying officers and I havedisclosed, based on our most recent evaluation, to the registrant's auditors andthe audit committee of registrant's board of directors (or persons performingthe equivalent function): a) all significant deficiencies in the design oroperation of internal controls which could adversely affect the registrant'sability to record, process, summarize and report financial data and haveidentified for the registrant's auditors any material weaknesses in internalcontrols; and b) any fraud, whether or not material, that involves management orother employees who have a significant role in the registrant's internalcontrols; and 

6. The registrant's other certifying officers and I haveindicated in this quarterly report whether or not there were significant changesin internal controls or in other factors that could significantly affectinternal controls subsequent to the date of our most recent evaluation,including any corrective actions with regard to significant deficiencies andmaterial weaknesses.

 

 

Date: ____________________

 

__________________________

Darryl Mills

Chief Executive Officer

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CERTIFICATION PURSUANTTO SECTION 302

OF THE SARBANES-OXLEYACT OF 2002

 

I, Peter Wanner, certify that:

1. I have reviewed this quarterly report on Form 10-QSB ofFirst National Power Corporation for the quarter ended March 31, 2004;

2. Based on my knowledge, this quarterly report does notcontain any untrue statement of a material fact or omit to state a material factnecessary to make the statements made, in light of the circumstances under whichsuch statements were made, not misleading with respect to the period covered bythis quarterly report;

3. Based on my knowledge, the financial statements, and otherfinancial information included in this quarterly report, fairly present in allmaterial respects the financial condition, results of operations and cash flowsof the registrant as of, and for, the periods presented in this quarterlyreport.

4. The registrant's other certifying offering officers and Iare responsible for establishing and maintaining disclosure controls andprocedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for theregistrant and we have: a) designed such disclosure controls and procedures 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 being prepared;b) evaluated the effectiveness of the registrant's disclosure controls andprocedures as of a date within 90 days prior to the filing date of thisquarterly report (the "Evaluation Date"); and c) presented in this quarterlyreport our conclusions about the effectiveness of the disclosure controls andprocedures based on our evaluation as of the Evaluation Date;

5. The registrant's other certifying officers and I havedisclosed, based on our most recent evaluation, to the registrant's auditors andthe audit committee of registrant's board of directors (or persons performingthe equivalent function): a) all significant deficiencies in the design oroperation of internal controls which could adversely affect the registrant'sability to record, process, summarize and report financial data and haveidentified for the registrant's auditors any material weaknesses in internalcontrols; and b) any fraud, whether or not material, that involves management orother employees who have a significant role in the registrant's internalcontrols; and 

6. The registrant's other certifying officers and I haveindicated in this quarterly report whether or not there were significant changesin internal controls or in other factors that could significantly affectinternal controls subsequent to the date of our most recent evaluation,including any corrective actions with regard to significant deficiencies andmaterial weaknesses.

 

 

Date: ____________________

 

__________________________

Peter Wanner

Chief Financial Officer