EXHIBIT 31.2


                                  CERTIFICATION

I, Neil Martucci, Chief Financial Officer, of TETRAGENEX PHARMACEUTICALS,  INC.,
certify that:

1.  I  have   reviewed   this  annual   report  on  Form  10-KSB  of  TETRAGENEX
PHARMACEUTICALS, INC.;

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 period  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
Company as of, and for, the periods presented in this annual report;

4.  The  Company's  other   certifying   officers  and  I  are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d- 14) for the Company and have:

     a) designed such disclosure controls and procedures to ensure that material
information relating to the Company, including its subsidiaries, if any, is made
known to us by others within those  entities,  if any,  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 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 Company's  disclosure  controls and
procedures  as of a date  within 90 days prior to the filing date of this annual
report (the "Evaluation Date"); and

     d) presented in this annual report our conclusions  about the effectiveness
of the  disclosure  controls and  procedures  based on our  evaluation as of the
Evaluation Date;

5. The Company's other  certifying  officers and I have disclosed,  based on our
most recent  evaluation,  to the Company's  auditors and the audit  committee of
Company'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 Company's ability to record,  process,
summarize  and  report  financial  data and have  identified  for the  Company'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 Company's internal controls; and

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

Date:  May 14, 2008

/s/ Neil Martucci
Neil Martucci
Chief Financial Officer