EXHIBIT
31



CERTIFICATION



I,
Anthony N. DeMint, certify that:



1. I
    have reviewed this report on Form 10-QSB of Too Late Financial Corporation;
2. Based
    on my knowledge, this quarterly report does not contain any untrue statement
    of a material fact or omit to state a material fact necessary to make the
    statements made, in light of the circumstances under which such statements
    were made, not misleading with respect to the period covered by this report;
3. Based
    on my knowledge, the financial statements, and other financial information
    included in this quarterly report, fairly present in all material respects
    the financial condition, results of operations and cash flows of the small
    business issuer as of, and for, the periods presented in this quarterly
    report;
4. I
    am the sole officer and director and I am responsible for establishing and
    maintaining disclosure controls and procedures (as defined in Exchange Act
    Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting
    (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the small
    business issuer and have:Designed
        such disclosure controls and procedures, or caused such disclosure
        controls and procedures to be designed under my supervision, to ensure
        that material information relating to the small business issuer,
        including its consolidated subsidiaries, is made known to me by others
        within those entities, particularly during the period in which this
        report is being prepared;
      Designed
        such internal control over financial reporting, or caused such internal
        control over financial reporting to be designed under my supervision, to
        provide reasonable assurance regarding the reliability of financial
        reporting and the preparation of financial statements for external
        purposes in accordance with generally accepted accounting principles;
      Evaluated
        the effectiveness of the small business issuer disclosure controls and
        procedures and presented in this report my conclusions about the
        effectiveness of the disclosure controls and procedures, as of the end
        of the period covered by this report based on such evaluation; and
      Disclosed
        in this report any change in the small business issuer's internal
        control over financial reporting that occurred during the small business
        issuer's most recent fiscal quarter (the small business issuer's fourth
        fiscal quarter in the case of an annual report) that has materially
        affected, or is reasonably likely to materially affect, the small
        business issuer's internal control over financial reporting; and
5. Designed
        such disclosure controls and procedures, or caused such disclosure
        controls and procedures to be designed under my supervision, to ensure
        that material information relating to the small business issuer,
        including its consolidated subsidiaries, is made known to me by others
        within those entities, particularly during the period in which this
        report is being prepared;
6. Designed
        such internal control over financial reporting, or caused such internal
        control over financial reporting to be designed under my supervision, to
        provide reasonable assurance regarding the reliability of financial
        reporting and the preparation of financial statements for external
        purposes in accordance with generally accepted accounting principles;
7. Evaluated
        the effectiveness of the small business issuer disclosure controls and
        procedures and presented in this report my conclusions about the
        effectiveness of the disclosure controls and procedures, as of the end
        of the period covered by this report based on such evaluation; and
8. Disclosed
        in this report any change in the small business issuer's internal
        control over financial reporting that occurred during the small business
        issuer's most recent fiscal quarter (the small business issuer's fourth
        fiscal quarter in the case of an annual report) that has materially
        affected, or is reasonably likely to materially affect, the small
        business issuer's internal control over financial reporting; and
9. I
    have disclosed, based on my most recent evaluation of internal control over
    financial reporting, to the small business issuer's auditors of the small
    business issuer's board of directors (or persons performing the equivalent
    functions):

> All
>       significant deficiencies and material weaknesses in the design or
>       operation of internal control over financial reporting which are
>       reasonably likely to adversely affect the small business issuer's ability
>       to record, process, summarize and report financial information; and
>     Any
>       fraud, whether or not material, that involves management or other
>       employees who have a significant role in the small business issuer's
>       internal control over financial reporting.



Date:
November 10, 2004



/s/
Anthony N. DeMint

Anthony
N. DeMint

President
and

Chief
Accounting Officer