EXHIBIT 31.2
Published on March 31, 2006
Exhibit
31.2
CERTIFICATION
I,
Tae
Heum Jeong, Chief Financial 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/
Tae Heum Jeong
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Tae
Heum Jeong
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Chief
Financial Officer
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