Exhibit 31

                                 CERTIFICATIONS
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I, Matthew L. Harriton certify that:

1.   I have  reviewed  this annual  report on Form 10-KSB  ofEmbryo  Development
     Corporation;

2.   Based on my  knowledge,  this  annual  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 periods covered by
     this annual report;

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information included in this annual 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 annual report.

4.   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 registrant and I have:

     a)   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 is made  known to me by  others  within  the  entity,
          particularly  during the period in which this  annual  report is being
          prepared;

     b)   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;

     c)   Evaluated the  effectiveness of the registrant's  disclosure  controls
          and procedures  and presented in this report my conclusions  about the
          effectiveness of the disclosure controls and procedures, as of the end

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          of the period covered by this annual report based on such  evaluation;
          and

     d)   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.   I have disclosed,  based on my most recent  evaluation of internal  control
     over  financial  reporting,  to the  registrant's  auditors  and the  audit
     committee of registrant's board of directors:

     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 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.

Date: July 30, 2004

/s/ Matthew L. Harriton
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Matthew L. Harriton
Chief Executive Officer and Chief Financial Officer