EXHIBIT 31.2

        CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO SECTION 302
                        OF THE SARBANES-OXLEY ACT OF 2002

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I, Carl Olivieri, certify that:

1. I have reviewed this annual report on Form 10-KSB of Coffee Exchange, Inc.;

2. Based on my knowledge, this 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 report;

3.  Based  on my  knowledge,  the  financial  statements,  and  other  financial
information included in this 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 report;

4.  The  registrant'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)) and internal  control over financial
reporting  (as defined in Exchange Act Rules  13a-15(f) and  15d-15(f))  for the
registrant and have:

       a) Designed  such  disclosure  controls  and  procedures,  or caused such
       disclosure  controls and procedures to be designed under our supervision,
       to ensure that material information relating to the registrant, including
       its consolidated subsidiaries, is made known to us by others within those
       entities,  particularly  during the period in which this  report is being
       prepared;

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

       c) Evaluated the  effectiveness of the registrant's  disclosure  controls
       and  procedures  and presented in this report our  conclusions  about the
       effectiveness of the disclosure controls and procedures, as of the end of
       the period covered by this 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 (the registrant's fourth fiscal quarter in the
       case of an annual report) that has materially affected,  or is reasonably
       likely to  materially  affect,  the  registrant's  internal  control over
       financial reporting; and

5. The registrant's other certifying officer and I have disclosed,  based on our
most recent  evaluation of internal  control over  financial  reporting,  to the
registrant's auditors and the audit committee of registrant's board of directors
(or persons performing the equivalent functions):

       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  registrant's  internal
       control over financial reporting.

January 7, 2009

/s/ Carl Olivieri
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Carl Olivieri
Principal Financial Officer