EXHIBIT 31.1
Published on March 31, 2006
Exhibit
31.1
CERTIFICATION
I,
Chang
H. Ahn, Chief Executive Officer of Rexahn Pharmaceuticals, Inc. certify
that:
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1.
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I
have reviewed this annual report on Form 10-KSB of Rexahn Pharmaceuticals,
Inc.;
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2.
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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;
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3.
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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 small
business issuer as of, and for, the periods presented in this annual
report;
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4.
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The
small business issuer's other certifying officer and I are responsible
for
establishing and maintaining disclosure controls and procedures
(as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the
small
business issuer and have:
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(a)
designed such disclosure controls and procedures, or caused such
disclosure controls or procedures to be designed under our supervision, to
ensure that material information relating to the small business issuer,
including its consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this annual report
is
being prepared;
(b)
evaluated the effectiveness of the small business issuer's disclosure
controls and procedures and presented in this annual report our conclusions
about the effectiveness of the disclosure controls and procedures, as of
the end
of the period covered by this annual report based on such evaluation;
and
(c)
disclosed in this annual report any change in the small business issuer's
internal control over financial reporting that occurred during the small
business issuer's most recent fiscal quarter (the small business issuer's
fourth
fiscal quarter in the case of an annual report) that has materially affected,
or
is reasonably likely to materially affect, the small business issuer's internal
control over financial reporting; and
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5.
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The
small business issuer's other certifying officer and I have disclosed,
based on our most recent evaluation of internal control over financial
reporting, to the small business issuer's auditors and the audit
committee
of the small business issuer's board of directors (or persons performing
the equivalent functions):
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(a)
all significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are reasonably
likely to adversely affect the small business issuer's ability to record,
process, summarize and report financial information; and
(b)
any fraud, whether or not material, that involves management or other employees
who have a significant role in the small business issuer's internal control
over
financial reporting.
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Dated:
March 31, 2006
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/s/
Chang H. Ahn
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Chang
H. Ahn
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Chief
Executive Officer
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