EXHIBIT 31.1
Published on May 15, 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 quarterly report on Form 10-QSB of Rexahn
Pharmaceuticals, Inc.;
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2.
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Based
on my knowledge, this quarterly 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 quarterly report;
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3.
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Based
on my knowledge, the financial statements, and other financial
information
included in this quarterly 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 quarterly
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 my supervision, to ensure that material
information relating to the small business issuer, including its consolidated
subsidiaries, is made known to me by others within those entities, particularly
during the period in which this quarterly report is being prepared;
(b) evaluated
the effectiveness of the small business issuer's disclosure controls and
procedures and presented in this quarterly report my conclusions about the
effectiveness of the disclosure controls and procedures, as of the end of the
period covered by this quarterly report based on such evaluation;
and
(c) disclosed
in this 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 my most recent evaluation, 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: May
15, 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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