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EXHIBIT 31.1

I, Michael Lee, chief executive officer of AlphaRx, Inc. certify that:

1.    I have reviewed this quarterly report on Form 10QSB of AlphaRx, Inc.;

2.    Based on my knowledge,  this quarterly  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 quarterly report;

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

4.    I am responsible for establishing and maintaining  disclosure controls and
      procedures  (as defined in Exchange  Act Rules  13a-14 and 15d-14) for the
      registrant and have:

            a)    designed  such  disclosure  controls and  procedures to ensure
                  that  material   information   relating  to  the   registrant,
                  including its consolidated  subsidiaries,  is made known to me
                  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  as of a date within 90 days prior to
                  the filing  date of this  quarterly  report  (the  "Evaluation
                  Date"); and

            c)    presented in this quarterly  report my  conclusions  about the
                  effectiveness of the disclosure  controls and procedures based
                  on my evaluation as of the Evaluation Date;

5.    We have disclosed, based on my most recent evaluation, to the registrant's
      auditors and the audit  committee of  registrant's  board of directors (or
      persons performing the equivalent functions):

            a)    all  significant  deficiencies  in the design or  operation of
                  internal   controls   which   could   adversely   affect   the
                  registrant's ability to record, process,  summarize and report
                  financial  data  and  have  identified  for  the  registrant's
                  auditors any material weaknesses in internal controls; and

            b)    any fraud,  whether or not material,  that involves management
                  or  other  employees  who  have  a  significant  role  in  the
                  registrant's internal controls; and

6.    I have indicated in this quarterly  report whether there were  significant
      changes in internal controls or in other factors that could  significantly
      affect  internal  controls  subsequent  to  the  date  of my  most  recent
      evaluation,  including any  corrective  actions with regard to significant
      deficiencies and material weaknesses.

Date: August 13, 2004

M/s/ Michael Lee
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Michael Lee, Chief Executive Officer