EXHIBIT 31.1


                                  CERTIFICATION

I Neil Martucci,  Chief Financial Officer and Principal  Accounting  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,  if any, 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)   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

     c)   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,  if any, 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,  if any, and I have indicated in
     this  annual  report  whether  there were  significant  changes in internal
     controls or in other factors that could

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     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:  March 30, 2007

/S/NEIL MARTUCCI
-----------------------
Neil Martucci
Chief Financial Officer
& Principal Accounting Officer