SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q

|X|  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2008

                                       OR

          |_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934

                         COMMISSION FILE NO. 333-134987

                        TETRAGENEX PHARMACEUTICALS, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

            DELAWARE                        0-2834                 22-3781895
-------------------------------  ----------------------------   ----------------
(State or other jurisdiction of  (Primary Standard Industrial   (I.R.S. Employer
 incorporation or organization)   Classification Code Number)      I.D. No.)

                            1 MAYNARD DRIVE SUITE 105
                          PARK RIDGE, NEW JERSEY 07656
                    (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)


                                 (201) 505-1300
                         (REGISTRANT'S TELEPHONE NUMBER)


Indicate by check mark whether the registrant:  1) filed all reports required to
be filed under Section 13 or 15(d) of the Exchange Act during the past 12 months
(or for such  shorter  period  that the  registrant  was  required  to file such
reports);  and 2) has been subject to such filing  requirements  for the past 90
days. Yes |X| No |_|

Indicate by check mark whether the registrant is a large  accelerated  filer, an
accelerated filer, a non-accelerated  filer, or a smaller reporting company. See
the definitions of "large accelerated  filer,"  "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer |_|                               Accelerated filer |_|
Non-accelerated filer |_|                         Smaller reporting company |X|

Indicate by check mark whether the  registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes |_| No |X|

APPLICABLE  ONLY TO  ISSUERS  INVOLVED  IN  BANKRUPTCY  PROCEEDINGS  DURING  THE
PRECEDING FIVE YEARS:

Indicate  by check mark  whether  the  registrant  has filed all  documents  and
reports  required  to be filed by Section  12, 13 or 15(d) of the  Exchange  Act
after the  distribution of securities under a plan confirmed by a court. Yes |X|
No |_|

Number of shares  outstanding of  registrant's  common stock,  $0.001 par value,
outstanding on May 15, 2008: 15,926,126.



<PAGE>


                               TABLE OF CONTENTS



PART I: FINANCIAL INFORMATION..................................................1

     ITEM 1.      FINANCIAL STATEMENTS.........................................1

     ITEM 2.      MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                  CONDITION AND PLAN OF OPERATIONS.............................9

     ITEM 3.      QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
                  RISK........................................................11

     ITEM 4T.     CONTROLS AND PROCEDURES.....................................12

PART II: OTHER INFORMATION....................................................14

     ITEM 1.      LEGAL PROCEEDINGS...........................................14

     ITEM 3.      DEFAULTS ON SENIOR SECURITIES...............................14

     ITEM 4.      SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.........14

     ITEM 5.      OTHER INFORMATION...........................................14

     ITEM 6.      EXHIBITS....................................................14

SIGNATURES....................................................................15




                                       i

<PAGE>






                          PART I: FINANCIAL INFORMATION



ITEM 1.  FINANCIAL STATEMENTS



                          INDEX TO FINANCIAL STATEMENTS
                                                                            PAGE

Unaudited Condensed Balance Sheet as of March 31, 2008 and Audited
   Balance Sheet as of December 31, 2007.......................................2


Unaudited Condensed Statement of Operations for the Three Month Periods
   Ended March 31, 2008 and 2007...............................................3


Unaudited Condensed Statement of Cash Flows for the Three Month Periods
   Ended March 31, 2008 and 2007...............................................4


Notes to Unaudited Condensed Financial Statements..............................5


                                       1
<PAGE>



                        UNAUDITED CONDENSED BALANCE SHEET
                            AS OF MARCH 31, 2008 AND
                              AUDITED BALANCE SHEET
                             AS OF DECEMBER 31, 2007


<TABLE>
<CAPTION>
                                                                                DECEMBER 31,           MARCH 31,
                                                                                    2007                  2008
                                                                                ------------         --------------
                                    ASSETS                                                           (UNAUDITED)
<S>                                                                             <C>                   <C>
CURRENT ASSETS
Cash and cash equivalents                                                       $     527,737         $     293,935
Prepaid insurance and other current assets                                             33,777                21,615
                                                                                -------------         -------------
                                                                                      561,514               315,550

Property and equipment, net                                                             4,188                 3,658
Security Deposit                                                                       18,958                18,958
Patents, net                                                                          429,268               437,298
                                                                                -------------         -------------
                                                                                $   1,013,928         $     775,464
                                                                                =============         =============

                     LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
Accounts payable and accrued expenses                                               1,153,639             1,282,845
Accrued interest                                                                      178,828               193,424
                                                                                -------------         -------------
  Total current liabilities                                                         1,332,467             1,476,269

LONG TERM LIABILITY
Notes payable                                                                       1,882,362             1,882,362
                                                                                -------------         -------------
  TOTAL LIABILITIES                                                                 3,214,829         $   3,358,631
                                                                                -------------         -------------

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY
Class A preferred stock - $.01 par value - 5,000,000 Shares authorized; 0
  shares outstanding                                                                        -
Common stock - $.001 par value - 50,000,000 shares authorized 15,926,126
  shares issued and outstanding                                                        15,926                15,926
Additional paid-in capital                                                        101,775,845           101,775,845
Accumulated deficit                                                              (103,992,672)         (104,374,938)
                                                                                -------------         -------------
TOTAL STOCKHOLDERS' EQUITY                                                         (2,200,901)           (2,583,167)
                                                                                -------------         -------------
                                                                                $   1,013,928         $     775,464
                                                                                =============         =============
</TABLE>

    The accompanying notes are an integral part of the financial statements.

                                       2
<PAGE>



                   UNAUDITED CONDENSED STATEMENT OF OPERATIONS
            FOR THE THREE-MONTH PERIODS ENDED MARCH 31, 2008 AND 2007


<TABLE>
<CAPTION>
                                                          THREE MONTHS ENDED
                                                               MARCH 31,
                                                   ------------------------------
                                                         2008            2007
                                                   ------------------------------
                                                     (UNAUDITED)      (UNAUDITED)
<S>                                                <C>                <C>
REVENUE
Contract revenue                                              -                  -
                                                   ------------       ------------
                                                              -                  -
                                                   ------------       ------------

OPERATING EXPENSES
Research and development                           $      7,578       $      5,400
Compensation expense                                    172,083            236,245
Travel                                                   26,502             22,558
General and administrative                               58,123             53,342
Professional fees                                        38,587             36,894
Payroll taxes and employee benefits                      24,008             28,352
Consulting fees                                          11,250             58,737
Rent and occupancy                                       20,818             27,103
Depreciation and amortization                            10,568             10,367
                                                   ------------       ------------
  LOSS BEFORE OTHER INCOME(EXPENSE)                    (369,517)          (478,998)

OTHER INCOME (EXPENSE)
Interest income                                           1,848             17,686
Interest expense                                        (14,597)           (14,596)
                                                   ------------       ------------
NET LOSS                                           $   (382,266)      $   (475,908)
                                                   ============       ============

Basic and diluted net loss per share               $      (0.03)      $      (0.03)
                                                   ============       ============

Weighted average common shares outstanding           15,926,126         15,926,126
                                                   ============       ============
</TABLE>

    The accompanying notes are an integral part of the financial statements.


                                       3
<PAGE>



                   UNAUDITED CONDENSED STATEMENT OF CASH FLOWS
              FOR THREE-MONTH PERIODS ENDED MARCH 31, 2008 AND 2007


<TABLE>
<CAPTION>
                                                               THREE MONTHS ENDED
                                                                   MARCH 31,
                                                           --------------------------
                                                               2008             2007
                                                           -----------       -----------
<S>                                                         <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES                       (UNAUDITED)       (UNAUDITED)

Net loss                                                    ($  382,266)    ($  475,908)
ADJUSTMENTS TO RECONCILE NET LOSS TO NET CASH USED IN
  OPERATING ACTIVITIES
Depreciation and amortization                                    10,568          10,367
Stock, option and warrant compensation                                -               -
CHANGES IN OPERATING ASSETS AND LIABILITIES
Prepaid insurance and other current assets                       12,162           6,481
Accounts payable and accrued expenses                           129,205          30,007
Accrued interest payable                                         14,597          14,596
                                                            -----------     -----------
NET CASH USED IN OPERATING ACTIVITIES                          (215,734)       (414,457)
                                                            -----------     -----------

CASH FLOWS FROM INVESTING ACTIVITIES
Patent costs                                                    (18,068)        (24,519)
                                                            -----------     -----------
NET CASH (USED IN) PROVIDED BY INVESTING ACTIVITIES             (18,068)        (24,519)
                                                            -----------     -----------

NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS           (233,802)       (438,976)

CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR                    527,737       1,965,960
                                                            -----------     -----------

CASH AND CASH EQUIVALENTS, END OF YEAR                      $   293,935     $ 1,526,984
                                                            ===========     ===========

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid for taxes                                                   -               -
Cash paid for interest                                                -               -
                                                            ===========     ===========

NON CASH TRANSACTIONS
</TABLE>

    The accompanying notes are an integral part of the financial statements.


                                       4
<PAGE>



                        NOTES TO THE FINANCIAL STATEMENTS




1. THE COMPANY

Tetragenex Pharmaceuticals Inc. ("Tetragenex" or the "Company") was incorporated
in  2000  in the  State  of  Delaware  while  Innapharma,  Inc.,  the  Company's
predecessor,   was   incorporated  in  1989  also  in  the  State  of  Delaware.
Tetragenex's  corporate  headquarters are located in Park Ridge, New Jersey.  On
November  23, 2004  Innapharma,  Inc.  merged into its wholly  owned  subsidiary
Tetragenex. As part of the merger all existing Innapharma,  Inc. shares, options
and warrants converted into securities of Tetragenex on a 1-for-4 basis.

Tetragenex  is a  biopharmaceutical  company  working to  discover,  develop and
commercialize  proprietary  pharmaceutical  products that treat serious diseases
for which current therapies are inadequate.  Innapharma developed and patented a
novel platform of  pharmaceutical  "small chain" peptides that treat depression,
anxiety and other central  nervous  system  disorders,  which were  subsequently
assigned  to  the  Company  upon  the  merger.  The  Company's  leading  product
candidate,  the  antidepressant  compound  Nemifitide,  is  currently  in  human
clinical trials.

Tetragenex  has also  discovered,  synthesized  and is  currently  developing  a
platform of new and unique chemically modified tetracycline molecules to be used
in the treatment of certain types of cancer and  treatment  resistant  bacterial
infections.  These  tetracycline-based  product  candidates are currently in the
pre-clinical development stage.


2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

GOING CONCERN AND LIQUIDITY
---------------------------

The financial  statements of the Company have been prepared assuming the Company
will continue as a going concern,  which  contemplates the realization of assets
and the  satisfaction  of  liabilities  in the normal  course of  business.  The
Company  incurred  losses of $4,579,958  and $2,964,001 for years ended December
31, 2007 and 2006 respectively. In addition at December 31, 2007 the Company had
a working  capital  deficiency of $770,953,  long-term  debt of $1.8 million and
deficiency  in  stockholder  equity of  $2,200,901.  The Company has less than 5
months  working  capital in the bank  currently and its main source of funds has
been private investments.  These factors raise doubt about the Company's ability
to  continue  as a going  concern.  To  address  the  Company's  immediate  cash
requirements  which are necessary  for the Company to continue in business,  the
Company is seeking  financing  opportunities.  The Company's low stock price and
its  continuing  losses may make it  difficult to obtain  either  equity or debt
financing,  and, there can be no assurances that  additional  financing which is
necessary  for the Company to continue  its  business  will be  available to the
Company on acceptable  terms,  or at all. The Company's  ability to continue its
operations  is  dependent  upon its  ability to generate  sufficient  funds from
financings to meet its  obligations on a timely basis and to further develop and
market its products.  The accompanying  financial  statements do not include any
adjustments that might result from the outcome of these uncertainties.



RECENTLY ISSUED ACCOUNTING STANDARDS
------------------------------------

In June 2007, the FASB issued  Emerging Issue Task Force No. 07-03,  "Accounting
for  Non-Refundable  Advance Payments for Goods or Services to Be Used in Future
Research  and  Development  Activities"


                                       5
<PAGE>

("EITF 07-03"). EITF 07-03 provides guidance on whether  non-refundable  advance
payments  for goods  that will be used or  services  that will be  performed  in
future research and development  activities  should be accounted for as research
and  development  costs or deferred  and  capitalized  until the goods have been
delivered or the related  services have been  rendered.  EITF 07-03 is effective
for fiscal years  beginning after December 15, 2007. The Company does not expect
that the  adoption  of EITF 07-03 will have a material  impact on its  financial
position or results of operations.

In December  2007,  the FASB issued SFAS No. 160,  "Noncontrolling  Interests in
Consolidated  Financial  Statements - an amendment of ARB No. 151" ("SFAS 160").
SFAS 160 requires all entities to report noncontrolling  (minority) interests in
subsidiaries as equity in the consolidated  financial statements.  Its intention
is  to  eliminate  the  diversity  in  practice  regarding  the  accounting  for
transactions between an entity and noncontrolling  interests.  This Statement is
effective for the Company as of January 1, 2009. Earlier adoption is prohibited.
The  Company is  currently  assessing  the  impact,  if any,  of SFAS 160 on its
consolidated financial statements.

In December 2007, the FASB issued SFAS No. 141R, "Business  Combinations" ("SFAS
141R").  SFAS 141R provides guidance to improve the relevance,  representational
faithfulness,  and  comparability  of the  information  that a reporting  entity
provides  in its  financial  reports  about its  business  combinations  and its
effects. SFAS 141R establishes  principles and requirements for how the acquirer
recognizes  and measures in its financial  statements  the  identifiable  assets
acquired,  liabilities  assumed,  the  goodwill  acquired  and  determines  what
information to disclose to enable users of the financial  statements to evaluate
the  nature and  financial  effects of the  business  combination.  SFAS 141R is
effective  for  acquisitions  beginning  after  December  1,  2009  and  earlier
application is prohibited.


INTERIM FINANCIAL STATEMENTS
----------------------------

Financial  statements as of March 31, 2008 and 2007, and for three month periods
ended  March 31,  2008 and 2007,  have been  prepared  on the same  basis as the
annual  financial  statements  and,  in the opinion of  management,  reflect all
adjustments,  which  include  only normal  recurring  adjustments,  necessary to
present fairly the Company's financial position,  results of operations and cash
flows for the periods shown.  The results of operations for such periods are not
necessarily indicative of the results expected for a full year or for any future
period. The interim condensed financial statements should be read in conjunction
with the audited financial  statements for the years ended December 31, 2007 and
2006 as appearing in the Company's  Form 10-KSB,  filed with the  Securities and
Exchange Commission on May 14, 2008.


3. NOTES PAYABLE

The Company has  $1,882,362  notes payable,  plus 3% interest,  due on April 23,
2009. The notes are convertible  into common shares at a conversion  price of $5
per share at the  discretion of the holders of the notes.  The notes are secured
by the Company's patents.


4. STOCKHOLDERS' EQUITY

STOCK OPTIONS
-------------

All stock options are vested  immediately.  The options are not actively trading
and the fair market value is not readily ascertainable,  the options are taxable
at the time of exercise as opposed to the time of the grant.


                                       6
<PAGE>

On March 31,  2008 there were a total of  11,798,253  options  outstanding,  all
exercisable at $1 per share, expiring between 2017 and 2020.

The following table presents,  for each of the following classes of options,  as
determined   by   range   of   exercise   price,   the   information   regarding
weighted-average  exercise price and weighted average remaining contractual life
as of March 31, 2008:

<TABLE>
<CAPTION>
                           OPTIONS OUTSTANDING                      OPTIONS EXERCISABLE
                ----------------------------------------  ----------------------------------------
                                WEIGHTED      WEIGHTED                    WEIGHTED      WEIGHTED
                                AVERAGE       AVERAGE                     AVERAGE       AVERAGE
   RANGE OF      NUMBER OF      EXERCISE     REMAINING     NUMBER OF      EXERCISE     REMAINING
EXERCISE PRICE    OPTIONS        PRICE          LIFE        OPTIONS        PRICE          LIFE
--------------- ------------- ------------- ------------- ------------- ------------- -------------
<S>              <C>             <C>            <C>        <C>             <C>            <C>
    $1.00        11,798,253      $1.00          10.3       11,798,253      $1.00          10.3
</TABLE>

WARRANTS
--------

At March 31, 2008, the Company had outstanding  warrants to purchase  12,018,514
shares of the Company's common stock at exercise prices of $1, $1.30,  $1.65 and
$6 per share.  These warrants have expiration  dates of November 30, 2009, March
30, 2012, April 30, 2009 and November 30, 2011 respectively.

The following table presents,  for each of the following  classes of warrants as
determined by the range of exercise price,  the information  regarding  warrants
outstanding and weighted-average exercise price as of December 31, 2007.

                                            WARRANTS OUTSTANDING
                              ------------------------------------------------
         RANGE OF EXERCISE             NUMBER OF          WEIGHTED AVERAGE
               PRICE                   WARRANTS            EXERCISE PRICE
         -----------------    -----------------------  -----------------------
         $1.00                        7,058,796               $1.00
         $1.30                        1,030,000               $1.30
         $1.65                          645,322               $1.65
         $6.00                        3,284,396               $6.00


5.  LITIGATION

At March 31, 2008 the Company was not involved in any ongoing litigation.


6.  RISKS AND UNCERTAINTIES

The Company is subject to risks  common to  companies  in the  biopharmaceutical
industry, including, but not limited to, successful commercialization of product
candidates,  protection of proprietary  technology and compliance  with Food and
Drug Administration regulations.

As reflected in the accompanying consolidated financial statements,  the Company
has incurred significant recurring losses from operations and negative operating
cash flows,  which have been financed  primarily by proceeds from stock and debt
issuances.  As a result, the Company had an accumulated  deficit of $104,374,938
and $99,888,622 at March 31, 2008 and 2007, respectively.

The Company plans to provide for  additional  working  capital and funds for the
continued  development of its products through the private or public sale of the
Company's  common  stock.  The  Company's  ability to


                                       7
<PAGE>

obtain  such  financing  is  contingent  upon  continued  progress  in its  drug
development efforts and its ability to access capital resources.  The Company is
also attempting to enter into an agreement with a major  pharmaceutical  company
to co-develop its antidepressant drug, which may generate significant cash flows
for the Company.  No assurance can be given as to the Company's ability to enter
into such an agreement or successfully complete future funding.


7. SUBSEQUENT EVENTS

In April 2008 at the request of the Company's  Board of Directors,  all salaried
employees  of the  Company  were  subject to a minimum of 50%  temporary  salary
reduction while the Company searched for financing.

In  order to  address  the  Company's  immediate  cash  requirements  which  are
necessary  for the Company to continue  its  business,  the Company is currently
seeking financing.


                                       8
<PAGE>





ITEM 2.  MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND PLAN
         OF OPERATIONS

The following  discussion and analysis  should be read in  conjunction  with the
Financial  Statements  and notes thereto  appearing  elsewhere in this quarterly
report on Form 10-Q.


OVERVIEW

We are a  biopharmaceutical  company.  We discovered and are developing  several
novel  compounds to address  unmet needs in the area of  depression,  antibiotic
resistance and  anticancer.  We are the successor  company to  Innapharma,  Inc.
("Innapharma")  through a reverse merger,  which was completed upon Innapharma's
emergence  from  Chapter  11 in 2004.  Innapharma  was  founded  in 1989 and had
insignificant operating revenues on the date of the reverse merger.


OPERATING HISTORY: PLAN OF OPERATIONS

We are currently developing an antidepressant compound,  Nemifitide, which is in
late Phase 2 human clinical trials.  During Phase 2, clinical development of our
flagship  antidepressant  compound was put on clinical hold by the Food and Drug
Administration  (the "FDA") as a result of some toxicity  issues in a Beagle dog
study that was  completed  in 2003.  The FDA asked us to repeat the animal study
and generate  additional  preclinical data with regard to the toxicity issue. We
completed  a  subsequent  dog  study and a primate  study to  address  the FDA's
concerns.  After the final reports from these studies were submitted to the FDA,
the FDA  confirmed  that this was a complete  response to the clinical  hold and
therefore,  the clinical hold was lifted on March 29, 2006.  In our  preclinical
development   plans,   we  will  evaluate  the   potential  of  other   patented
neuropeptides  to  treat  other  disorders,  such as  anorexia,  bulimia,  panic
disorder,  anxiety disorders and  post-traumatic  stress disorder.  We currently
have three GMP manufacturers  synthesizing our compound, all of whom are located
in  Europe.  We  believe  that we have  sufficient  Nemifitide  bulk to meet our
requirements for the foreseeable  future. We intend to either license Nemifitide
out for the final stage of development or raise additional  capital and continue
the Phase 2/3  development of  Nemifitide.  We have designed a protocol which we
believe,  if positive,  would satisfy one of the two required  pivotal trials by
the FDA for drug  approval.  We are  currently  trying to secure  the  necessary
financing to undertake a Phase 2/3 study of Nemifitide. We estimate the study to
cost approximately $2,500,000.

We are  currently  also  developing  a  platform  of new and  unique  chemically
modified tetracycline  molecules to be used in the treatment of certain types of
cancer (prostate and breast) and antibiotic-resistant bacterial infections.

Our  tetracycline-based  drugs are in the preclinical  development stage. Our in
vitro  studies have  identified a series of chemically  modified  tetracyclines,
which we believe can be used in the treatment of cancer and antibiotic-resistant
infections.   To  date,  we  have  prepared  and  developed   approximately  100
tetracycline-based  derivatives.  We filed a patent  application  on  October 5,
2002, covering our tetracycline  product candidates.  We intend to complete some
additional  in-vivo and in-vitro studies,  prepare an IND and attempt to license
both the anti-cancer  compound and the treatment resistant bacteria compound out
for development.

In addition  to the  in-house  development  program,  we intend to research  and
acquire existing  compounds and replatform them for other  therapeutic uses, and
pursue a licensing agreement with the original inventor.


                                       9
<PAGE>

Our most  recent  financing  was  completed  in May 2006 at which time we raised
approximately  $700,000 at $1.30 per share.  Our core burn rate at that time was
approximately  $80,000 a month.  In mid 2007 we sought to reduce  costs and were
able to lower our burn rate to slightly over $60,000 per month.  The fundraising
market for small  companies  has been  extremely  limited  recently  and despite
seeking  additional  financings,  to date we have  been  unable  to  secure  the
necessary funding.  In March 2008 we further slashed costs and are now operating
with a core burn rate of slightly over $40,000 per month.

Our  current  cash  on  hand of  $200,000  is  adequate  operating  capital  for
approximately  four months.  We are currently  seeking financing to permit us to
continue to operate and move our lead compound  forward  through the development
process.

We have excellent patent  protection in all the significant  worldwide  markets.
Additionally we have patented all of the  surrounding  peptides to Nemifitide as
well.


RESULTS OF OPERATIONS AND FINANCIAL CONDITION

Innapharma  successfully  emerged from Chapter 11 bankruptcy and merged with its
subsidiary,  Tetragenex, in November 2004. The Company raised over $4 million in
equity  throughout the Chapter 11 process and had significant  expenses directly
and  indirectly  relating  to the  bankruptcy  from April of 2003 to November of
2004. A significant portion of the $4 million proceeds were committed to general
and administrative  overhead and implementing the preclinical  studies requested
by the FDA for removal of the clinical hold.

We  successfully  converted  close to 30% of the  debt  that  remained  from the
bankruptcy  back into equity.  We currently have  approximately  $1.8 million in
long-term  debt  due in  April  2009.  We  successfully  paid  the  $430,000  in
short-term debt that had become due in November 2005.

From 2003 to 2005,  we sold a portion  of our tax losses  through a  development
program  sponsored  by the State of New Jersey  (the  "Development  Plan").  The
Development  Plan  generated a net check to us in 2003 in excess of $200,000;  a
check of over  $400,000  in  December  of 2004  and an  additional  $315,000  in
December  2005.  In 2006,  due to our merger with  Innapharma,  we only received
$5,000 as part of the  Development  Plan.  Although  we have  applied  to sell a
portion of our tax losses,  due to a change in the standards of the  Development
Plan,  our  application  was  declined in 2007.  We will  continue to submit our
application for the Development Plan in the future.


THE THREE MONTHS  ENDING MARCH 31, 2008 COMPARED TO THE THREE MONTHS ENDED
MARCH 31, 2007
--------------------------------------------------------------------------

REVENUE - We had no revenue  from any source for the three  months  ending March
31, 2008 and 2007.

RESEARCH AND DEVELOPMENT - Research and development  costs increased from $5,400
for the three months  ended March 31, 2007,  as compared to $7,578 for the three
months ending March 31, 2008. No studies have been performed during 2007 or 2008
thus there have only been incidental expenses.

COMPENSATION  EXPENSE - Compensation expense decreased to $172,083 for the three
months ended March 31, 2008,  as compared to $236,245 for the three months ended
March 31, 2007. This was due to a reduction in salaries.

TRAVEL EXPENSE - Travel expense  increased to $26,502 for the three months ended
March 31,  2008,  as compared to $22,558  for the three  months  ended March 31,
2007.


                                       10
<PAGE>

PROFESSIONAL  FEES -  Professional  fees  increased  slightly to $38,587 for the
three months  ended March 31, 2008,  as compared to $36,894 for the three months
ended March 31, 2007.

INSURANCE  EXPENSE - Insurance costs increased from $18,350 for the three months
ending  March 31, 2007,  to $34,783 for the three months  ending March 31, 2008,
due to an increase in the  premiums  that we pay for  directors'  and  officers'
insurance.

CONSULTING FEES - Consulting  expenses decreased to $11,250 for the three months
ending March 31,  2008,  as compared to $58,737 for the three months ended March
31, 2007.  This decrease was a result of our not issuing  warrants or conducting
offerings.  In addition in February  2008 we ceased  payments to all  scientific
consultants until further notice.

GENERAL AND ADMINISTRATIVE  FEES -General and administrative  expenses decreased
to $27,581 for the three months  ending  March 31, 2008,  as compared to $39,367
for the three  months ended March 31,  2007.  This  decrease was a result of our
renegotiating  existing  phone and internet  contracts as well as a reduction in
expenses associated with general office supplies.


LIQUIDITY AND CAPITAL RESOURCES

As of May 16, 2008, we have approximately  $200,000 in current assets and have a
core burn rate of  approximately  $40,000 per month.  The $200,000  will be used
primarily for operations going forward.  Additional funds will be needed to fund
further  studies  required  by the FDA to bring our lead  compound,  Nemifide to
market.  Future  funds will be  derived  from debt or equity  financings  in the
public or private  markets and/or a licensing  agreement  with a  pharmaceutical
company  as well as  possibly  the sale of our  state  tax  losses  through  the
Development  Plan. To address our  immediate  cash  requirements  we are seeking
financing  opportunities.  Our only  long-term  debt consists of the  $1,800,000
convertible  note  payable  to the  former  holders  of our  Series D  Preferred
securities which mature in April 2009.


                 DISCLOSURE REGARDING FORWARD LOOKING STATEMENTS

THIS QUARTERLY  REPORT ON FORM 10-Q INCLUDES  FORWARD LOOKING  STATEMENTS  WHICH
INVOLVE RISKS AND UNCERTAINTIES. SUCH STATEMENTS CAN BE IDENTIFIED BY THE USE OF
FORWARD-LOOKING LANGUAGE SUCH AS "WILL LIKELY RESULT," "MAY," "ARE EXPECTED TO,"
"IS  ANTICIPATED,"  "ESTIMATE,"  "BELIEVES,"  "PROJECTED," OR SIMILAR WORDS. ALL
STATEMENTS OTHER THAN STATEMENTS OF HISTORICAL FACT INCLUDED IN THIS SECTION ARE
FORWARD-LOOKING STATEMENTS.  ALTHOUGH WE BELIEVE THAT THE EXPECTATIONS REFLECTED
IN SUCH FORWARD-LOOKING STATEMENTS ARE REASONABLE, WE CAN GIVE NO ASSURANCE THAT
SUCH  EXPECTATIONS  WILL PROVE TO BE CORRECT.  OUR ACTUAL  RESULTS  COULD DIFFER
MATERIALLY FROM THOSE  ANTICIPATED IN ANY SUCH  FORWARD-LOOKING  STATEMENTS AS A
RESULT OF VARIOUS  RISKS,  INCLUDING,  WITHOUT  LIMITATION,  OUR DEPENDENCE ON A
SINGLE LINE OF BUSINESS;  RAPID  TECHNOLOGICAL  CHANGE;  OUR INABILITY TO OBTAIN
ADEQUATE  FINANCING;  OUR  INABILITY TO ATTRACT AND RETAIN KEY PERSONNEL AND THE
POTENTIAL VOLATILITY OF OUR COMMON STOCK.


ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Not applicable.


                                       11
<PAGE>


ITEM 4T. CONTROLS AND PROCEDURES

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

The term "disclosure  controls and procedures" (as defined in the Securities and
Exchange Act of 1934,  as amended,  Rule  13a-15(e))  refers to the controls and
other  procedures  of a company  that are  designed to ensure  that  information
required to be  disclosed  by a company in the  reports  that it files under the
Securities  Exchange Act of 1934, as amended (the  "Exchange  Act") is recorded,
processed,  summarized  and  reported  within  time  periods  specified  in  the
Securities  and Exchange  Commission's  (the "SEC") rules and forms.  Disclosure
controls and procedures  include,  without  limitation,  controls and procedures
designed to ensure that information required to be disclosed by an issuer in the
reports  that it files or submits  under the  Exchange  Act is  accumulated  and
communicated to the issuer's  management,  including its principal executive and
principal  financial  officers,  or persons  performing  similar  functions,  as
appropriate to allow timely decisions regarding required disclosures.

We  have  designed  our  disclosure  controls  and  procedures  to  ensure  that
information required to be disclosed by us in the reports that we file under the
Exchange Act is recorded, processed, summarized and reported within time periods
specified  in SEC's  rules and  forms.  We have  also  designed  our  disclosure
controls and procedures to ensure that  information  required to be disclosed by
us in the reports that we file or furnish under the Exchange Act is  accumulated
and communicated to our management to allow timely decisions  regarding required
disclosures.

INTERNAL CONTROLS OVER FINANCIAL REPORTING

Our management is responsible for establishing and maintaining adequate internal
control over financial reporting, as such term is defined in Rules 13a-15(f) and
15d-15(f) of the  Exchange  Act.  Our  internal  control  system was designed 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.  Because of inherent limitations,
a system of internal control over financial  reporting may not prevent or detect
misstatements.  Also,  projections of any evaluation of  effectiveness to future
periods  are  subject to the risk that  controls  may become  inadequate  due to
change in  conditions,  or that the degree of  compliance  with the  policies or
procedures may deteriorate.


MANAGEMENT REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

Our management,  with the  participation of the Co-Chief  Executive  Officer and
Chief Financial  Officer,  evaluated the  effectiveness  of our internal control
over financial  reporting as of March 31, 2008. In making this  assessment,  our
management   used  the  criteria  set  forth  by  the  Committee  of  Sponsoring
Organizations  of  the  Treadway   Commission  in  Internal   Control-Integrated
Framework.  To address the weakness  described  below,  we performed  additional
analysis and performed other procedures to ensure the financial  statements were
prepared in accordance  with  generally  accepted  accounting  principles in the
United  States  ("GAAP").  Accordingly,  management  believes that the financial
statements  included in this quarterly report on Form 10-Q,  fairly present,  in
all material aspects,  our financial  condition,  results of operations and cash
flows for the periods presented in accordance with GAAP.

Based  on  Management's  evaluation,  with  the  participation  of the  Co-Chief
Executive  Officer and Chief Financial  Officer,  we concluded that, as of March
31, 2008 there is a deficiency, or a combination of


                                       12
<PAGE>

control  deficiencies,  in our internal  controls over financial  reporting such
that there is a  reasonable  possibility  that a  misstatement  of our annual or
interim financial statements will not be prevented.

The  weakness  identified  by  management  related  to  the  lack  of  necessary
accounting resources. Currently we employ one individual who is in charge of our
accounting and financial  reconciliation  on a day-to-day basis and also rely on
one  consultant to assist in the  preparation  of our financial  statements  and
accompanying  footnotes.  Due  to  our  size  and  nature,  segregation  of  all
conflicting duties is not possible and may not be economically feasible.

To the  extent  possible,  we have  implemented  procedures  to assure  that the
initiation  of  transactions,  the  custody  of  assets  and  the  recording  of
transactions is performed by separate  individuals.  In order to further correct
this deficiency,  upon the receipt of adequate financing,  management intends to
retain  additional  qualified  in house  staff  which will enable us to maintain
complete reporting and financial information in a timely manner.

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

There have been no changes in our internal  controls  over  financial  reporting
during our most recent  fiscal  quarter that have  materially  affected,  or are
reasonably  likely to materially  affect,  our internal  control over  financial
reporting.


                                       13
<PAGE>





                           PART II: OTHER INFORMATION



ITEM 1.  LEGAL PROCEEDINGS

As of March 31, 2008, we are not party to any material legal proceedings, nor to
our knowledge, are there any proceedings threatened against us.


ITEM 2.  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.


ITEM 3.  DEFAULTS ON SENIOR SECURITIES

None.


ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No matters were submitted to a vote of security holders during the quarter ended
March 31, 2008.


ITEM 5.  OTHER INFORMATION

None.


ITEM 6.  EXHIBITS


EXHIBIT NO.                          DESCRIPTION

31.1         Certification of Co-Chief Operating Officer Pursuant to Section 302
             of the Sarbanes-Oxley Act of 2002

31.2         Certification of Chief Financial Officer Pursuant to Section 302 of
             the Sarbanes-Oxley Act of 2002

32.1         Certification of the Co-Chief  Executive  Officer Pursuant to 18
             U.S.C.  Section 1350,  Section 906 of the Sarbanes-Oxley Act of
             2002

32.2         Certification of the Chief Financial  Officer Pursuant to 18 U.S.C.
             Section 1350,  Section 906 of the Sarbanes-Oxley Act of 2002


                                       14
<PAGE>





                                   SIGNATURES

Pursuant  to the  requirements  of  Section  13(a) and  15(d) of the  Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

                                          TETRAGENEX PHARMACEUTICALS, INC.

May 20, 2008                              /s/Martin Schacker
                                          --------------------------------------
                                          Martin Schacker
                                          Co-Chief Executive Officer


May 20, 2008                              /s/Neil Martucci
                                          --------------------------------------
                                          Neil Martucci
                                          Chief Financial Officer


                                       15
<PAGE>



                                  EXHIBIT INDEX


EXHIBIT NO.    DESCRIPTION

31.1           Certification of Co-Chief  Operating Officer Pursuant to Section
               302 of the  Sarbanes-Oxley Act of 2002

31.2           Certification of Chief Financial Officer Pursuant to Section 302
               of the Sarbanes-Oxley Act of 2002

32.1           Certification of the Co-Chief  Executive Officer Pursuant to 18
               U.S.C.  Section 1350,  Section 906 of the Sarbanes-Oxley Act of
               2002

32.2           Certification of the Chief Financial  Officer Pursuant to 18
               U.S.C.  Section 1350,  Section 906 of the Sarbanes-Oxley Act of
               2002