Exhibit 31

                               CERTIFICATIONS
                              -----------------
I, Matthew L. Harriton certify that:

1.  I have reviewed this quarterly report on Form 10-QSB of
    Embryo Development Corporation;

2.  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 periods covered by this
    quarterly report;

3.  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
    registrant as of, and for, the periods presented in this
    quarterly report.

4.  I am responsible for establishing and maintaining disclosure
    controls and procedures (as defined in Exchange Act Rules
    13a-15(e) and 15d-15(e)) and internal control over financial
    reporting (as defined in Exchange Act Rules 13a-15(f) and
    15d-15(f)) for the registrant and I have:

   a) Designed such disclosure controls and procedures, or caused
      such disclosure controls and procedures to be designed
      under my supervision, to ensure that material information
      relating to the small business issuer is made known to me
      by others within the entity, particularly during the period
      in which this quarterly report is being prepared;

   b) Designed such internal control over financial reporting, or
      caused such internal control over financial reporting to be
      designed under my supervision, 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;

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   c) Evaluated the effectiveness of the registrant's disclosure
      controls and procedures and presented in this 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

   d) Disclosed in this report any change in the registrant's
      internal control over financial reporting that occurred
      during the registrant's most recent fiscal quarter that has
      materially affected, or is reasonably likely to materially
      affect, the registrant's internal control over financial
      reporting; and

5.    I have disclosed, based on my most recent evaluation of
      internal control over financial reporting, to the
      registrant's auditors and the audit committee of
      registrant's board of directors:

   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 registrant'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.

Date: December 12, 2003

/s/ Matthew L. Harriton
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Matthew L. Harriton
Chief Executive Officer and Chief Financial Officer