Certification 

I, M. Stephen Brown, certify that: 

1.              I have reviewed this quarterly report on Form 10-QSB of Wallin Engines Corporation          for the period ended March 31, 2005; 

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 small business issuer as          of, and for, the periods presented in this report; 

4.              The small business issuer’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)) 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: 

        (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 small business issuer, including its          consolidated subsidiaries, is made known to us by others within those entities,          particularly during the period in which this report is being prepared; 

        (b)                 Designed such internal control over financial reporting, or caused such internal          control over financial reporting to be designed under our 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; 

        (c)                 Evaluated the effectiveness of the small business issuer’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 

        (d)                 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.              The small business issuer’s other certifying officer(s) and I have          disclosed, based on our most recent evaluation of internal control over          financial reporting, to the small business issuer’s auditors and the audit          committee of the small business issuer’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 small business issuer’s ability to record, process,          summarize and report financial information; and 

        (b)                 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.