Exhibit 31

CERTIFICATION PURSUANTTO SECTION 302

OF THE SARBANES-OXLEYACT OF 2002

 

I, Darryl Mills, certify that:

1. I have reviewed this quarterlyreport on Form 10-QSB of First National Power Corporation for the quarter endedJune 30, 2004;

2. Based on my knowledge, thisquarterly report does not contain any untrue statement of a material fact oromit to state a material fact necessary to make the statements made, in light ofthe circumstances under which such statements were made, not misleading withrespect to the period covered by this quarterly report;

3. Based on my knowledge, thefinancial statements, and other financial information included in this quarterlyreport, fairly present in all material respects the financial condition, resultsof operations and cash flows of the registrant as of, and for, the periodspresented in this quarterly report.

4. The registrant's other certifyingoffering officers and I are responsible for establishing and maintainingdisclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and15d-14) for the registrant and we have: a) designed such disclosure controls andprocedures to ensure that material information relating to the registrant,including its consolidated subsidiaries, is made known to us by others withinthose entities, particularly during the period in which this quarterly report isbeing prepared; b) evaluated the effectiveness of the registrant's disclosurecontrols and procedures as of a date within 90 days prior to the filing date ofthis quarterly report (the "Evaluation Date"); and c) presented in thisquarterly report our conclusions about the effectiveness of the disclosurecontrols and procedures based on our evaluation as of the Evaluation Date;

5. The registrant's other certifyingofficers and I have disclosed, based on our most recent evaluation, to theregistrant's auditors and the audit committee of registrant's board of directors(or persons performing the equivalent function): a) all significant deficienciesin the design or operation of internal controls which could adversely affect theregistrant's ability to record, process, summarize and report financial data andhave identified for the registrant's auditors any material weaknesses ininternal controls; and b) any fraud, whether or not material, that involvesmanagement or other employees who have a significant role in the registrant'sinternal controls; and 

6. The registrant's other certifyingofficers and I have indicated in this quarterly report whether or not there weresignificant changes in internal controls or in other factors that couldsignificantly affect internal controls subsequent to the date of our most recentevaluation, including any corrective actions with regard to significantdeficiencies and material weaknesses.

 

 

Date: August 23, 2004               

 

***/s/ Darryl Mills                         ***

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 quarterlyreport on Form 10-QSB of First National Power Corporation for the quarter endedJune 30, 2004;

2. Based on my knowledge, thisquarterly report does not contain any untrue statement of a material fact oromit to state a material fact necessary to make the statements made, in light ofthe circumstances under which such statements were made, not misleading withrespect to the period covered by this quarterly report;

3. Based on my knowledge, thefinancial statements, and other financial information included in this quarterlyreport, fairly present in all material respects the financial condition, resultsof operations and cash flows of the registrant as of, and for, the periodspresented in this quarterly report.

4. The registrant's other certifyingoffering officers and I are responsible for establishing and maintainingdisclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and15d-14) for the registrant and we have: a) designed such disclosure controls andprocedures to ensure that material information relating to the registrant,including its consolidated subsidiaries, is made known to us by others withinthose entities, particularly during the period in which this quarterly report isbeing prepared; b) evaluated the effectiveness of the registrant's disclosurecontrols and procedures as of a date within 90 days prior to the filing date ofthis quarterly report (the "Evaluation Date"); and c) presented in thisquarterly report our conclusions about the effectiveness of the disclosurecontrols and procedures based on our evaluation as of the Evaluation Date;

5. The registrant's other certifyingofficers and I have disclosed, based on our most recent evaluation, to theregistrant's auditors and the audit committee of registrant's board of directors(or persons performing the equivalent function): a) all significant deficienciesin the design or operation of internal controls which could adversely affect theregistrant's ability to record, process, summarize and report financial data andhave identified for the registrant's auditors any material weaknesses ininternal controls; and b) any fraud, whether or not material, that involvesmanagement or other employees who have a significant role in the registrant'sinternal controls; and 

6. The registrant's other certifyingofficers and I have indicated in this quarterly report whether or not there weresignificant changes in internal controls or in other factors that couldsignificantly affect internal controls subsequent to the date of our most recentevaluation, including any corrective actions with regard to significantdeficiencies and material weaknesses.

 

 

Date: August 22, 2004               

 

***/s/ Peter Wanner                       ***

Peter Wanner

Chief Financial Officer

 

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