**EXHIBIT 31.1**

 

**CERTIFICATIONOF CEO PURSUANT TO RULES 13a-15(e) AND 15d-15(e)**

**OFTHE SECURITIES EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO**

**SECTION 302OF THE SARBANES-OXLEY ACT OF 2002**

 

I, Gary Jacob certify that:

 

1. I have reviewed this Amendment No. 3 to theannual report on Form 10-KSB of Synergy Pharmaceuticals, Inc.;

 

2. Based on my knowledge, this report does not containany untrue statement of a material fact or omit to state a material factnecessary to make the statements made, in light of the circumstances underwhich such statements were made, not misleading with respect to the periodcovered by this report;

 

3. Based on my knowledge, the financial statements,and other financial information included in this report, fairly present in allmaterial respects the financial condition, results of operations and cash flowsof the small business issuer as of, and for, the periods presented in thisreport;

 

4. The small business issuer’s other certifyingofficers and I are responsible for establishing and maintaining disclosurecontrols and procedures (as defined in Exchange ActRules 13a-15(e) and 15d-15(e)) and internal control over financialreporting (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 oursupervision, to ensure that material information relating to the small businessissuer, including its consolidated subsidiaries, is made known to us by otherswithin those entities, particularly during the period in which this report isbeing prepared;

 

b) designed such internal control over financialreporting, or caused such internal control over financial reporting to bedesigned under our supervision, to provide reasonable assurance regarding thereliability of financial reporting and the preparation of financial statementsfor external purposes in accordance with generally accepted accountingprinciples;

 

c) evaluated the effectiveness of the small businessissuer’s disclosure controls and procedures and presented in this report ourconclusions about the effectiveness of the disclosure controls and procedures,as of the end of the period covered by this report based on such evaluation;

 

d) disclosed in this report any change in the smallbusiness issuer’s internal control over financial reporting that occurredduring the small business issuer’s most recent fiscal quarter (the smallbusiness issuer’s fourth fiscal quarter in the case of an annual report) thathas materially affected, or is reasonably likely to materially affect, the smallbusiness issuer’s internal control over financial reporting;

 

5. The small business issuer’s other certifyingofficers and I have disclosed, based on our most recent evaluation of internalcontrol over financial reporting, to the small business issuer’s auditors andthe audit committee of the small business issuer’s board of directors (orpersons performing the equivalent functions):

 

a) all significant deficiencies and materialweaknesses in the design or operation of internal control over financialreporting which are reasonably likely to adversely affect the small businessissuer’s ability to record, process, summarize and report financial information;and

 

b) any fraud, whether or not material, that involvesmanagement or other employees who have a significant role in the small businessissuer’s internal control over financial reporting

 
| September 15, 2008 |                     |
|--------------------|--------------------------|
|               |                     |
|               | /s/ Gary S. Jacob        |
|               | Gary S. Jacob            |
|               | President and Acting CEO |

 

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