**EXHIBIT 31.1**

 

**CERTIFICATION**

 

I, Michael E. Hart, certifythat:

 

1.               Ihave reviewed this quarterly report on Form 10-Q of AllosTherapeutics, Inc.;

 

2.               Basedon my knowledge, this report does not contain any untrue statement of amaterial fact or omit to state a material fact necessary to make the statementsmade, in light of the circumstances under which such statements were made, notmisleading with respect to the period covered by this report;

 

3.               Basedon my knowledge, the financial statements, and other financial informationincluded in this report, fairly present in all material respects the financialcondition, results of operations and cash flows of the registrant as of, andfor, the periods presented in this report;

 

4.               Theregistrant’s other certifying officer(s) and I are responsible for establishingand maintaining disclosure controls and procedures (as defined in Exchange ActRules 13a-15(e) and 15d-15(e)) and internal control over financialreporting (as defined in the Exchange Act Rules 13a-15(f) and 15d-15(f))for the registrant and have:

 

a.               Designed such disclosure controls andprocedures, or caused such disclosure controls and procedures to be designedunder our supervision, to ensure that material information relating to theregistrant, including its consolidated subsidiaries, is made known to us byothers within those entities, particularly during the period in which thisreport is being prepared;

 

b.              Designed such internal control overfinancial reporting, or caused such internal control over financial reportingto be designed under our supervision, to provide reasonable assurance regardingthe reliability of financial reporting and the preparation of financialstatements for external purposes in accordance with generally acceptedaccounting principles.

 

c.               Evaluated the effectiveness of theregistrant’s disclosure controls and procedures and presented in this reportour conclusions about the effectiveness of the disclosure controls andprocedures, as of the end of the period covered by this report based on suchevaluation; and

 

d.              Disclosed in this report any change inthe registrant’s internal control over financial reporting that occurred duringthe registrant’s most recent fiscal quarter (the registrant’s fourth fiscalquarter in the case of an annual report) that has materially affected, or isreasonably likely to materially affect, the registrant’s internal control overfinancial reporting; and

 

5.               The registrant’s other certifyingofficer(s) and I have disclosed, based on our most recent evaluation ofinternal control over financial reporting, to the registrant’s auditors and theaudit committee of the registrant’s board of directors (or persons performingthe equivalent functions):

 

a.               All significant deficiencies andmaterial weaknesses in the design or operation of internal control overfinancial reporting which are reasonable likely to adversely affect theregistrant’s ability to record, process, summarize and report information; and

 

b.              Any fraud, whether or not material, thatinvolves management or other employees who have a significant role in the registrant’sinternal control over financial reporting.

 

Date: August 9, 2005

 
|   | /s/ Michael  E. Hart                |   |
|--------|-------------------------------------|--------|
|   | Michael E.  Hart                    |
|   | President,  Chief Executive Officer |
|   | and Chief  Financial Officer        |
|   | (Principal  Executive Officer and   |
|   | Principal  Financial Officer)       |

 

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