Exhibit 32

                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002




     In  connection  with the  accompanying  Quarterly  Report on Form 10-QSB of
Embryo  Development  Corporation  for the  quarter  ended  July  31,  2004,  the
undersigned  hereby  certifies,  pursuant to 18 U.S.C.  Section 1350, as adopted
pursuant to Section  906 of the  Sarbanes-Oxley  Act of 2002,  to the best of my
knowledge and belief, that:

     (1)  such  Quarterly  Report on Form 10-QSB for the quarter  ended July 31,
          2004 fully complies with the requirements of section 13(a) or 15(d) of
          the Securities Exchange Act of 1934; and

     (2)  the information  contained in such Quarterly Report on Form 10-QSB for
          the  quarter  ended July 31,  2004 fairly  presents,  in all  material
          respects,  the financial condition and results of operations of Embryo
          Development Corporation.


                  By: /s/ Matthew L. Harriton
                      -----------------------
                      Matthew L. Harriton
                    Chief Executive Officer
                    Chief Financial Officer
                       September 17, 2004


A signed  original of this  written  statement  required by Section 906 has been
provided  to  Embryo  Development  Corporation  and will be  retained  by Embryo
Development  Corporation and furnished to the Securities and Exchange Commission
or its staff upon request.