EXHIBIT 31



Certification of Principal Executive Officer

Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 / SEC Rule 13a14(a)



I, John R. Zavoli, certify that:



1. I have reviewed this quarterly report on Form 10-Q of Path 1 Network Technologies Inc.



2. Based on my knowledge, this 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 report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;



4. The registrants other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:



a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including
its consolidated 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 and procedures and presented in
this report our 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



c. Disclosed in this report any change in the registrants internal control over financial reporting
that occurred during the registrants most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and



5. The registrants other certifying officer(s) and I have disclosed,
based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants board of directors (or persons performing the equivalent functions):



a. 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 registrants ability to record, process, summarize and report financial data; and



b. Any fraud, whether or not material, that involves
management or other employees who have a significant role in the registrants internal control over financial reporting.



Date: May 17, 2004



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|/s/ JOHN R. ZAVOLI                    
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|John R. Zavoli Chief Executive Officer



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Certification of Principal Financial Officer

Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 / SEC Rule 13a14(a)



I, John R. Zavoli, certify that:



1. I have reviewed this quarterly report on Form 10-Q of Path 1 Network Technologies Inc.



2. Based on my knowledge, this 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 report, fairly present
in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;



4. The registrants other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:



a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the registrant, including its consolidated 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 and procedures and presented in this report our 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



c. Disclosed in this report any change in the
registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrants internal control over
financial reporting; and



5. The registrants other
certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants board of directors (or persons
performing the equivalent functions):



a. 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 registrants ability to record, process, summarize and report financial
data; and



b. Any fraud, whether or not
material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting.



Date: May 17, 2004



|                                      
|--------------------------------------
|/s/ JOHN R. ZAVOLI                    
|John R. Zavoli Chief Financial Officer