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                                                                    EXHIBIT 31.1


                                  CERTIFICATION
                             AS ADOPTED PURSUANT TO
                  SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Steven A. Flagg, certify that;

         1.       I have reviewed this quarterly report on Form 10-QSB of
                  PurchaseSoft, Inc.;

         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 period 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.       The registrant's other certifying officers and I are
                  responsible for establishing and maintaining disclosure
                  controls and procedures (as defined in Exchange Act Rules
                  13a-14 and 15d-14) for the registrant and have:

                  a.       Designed such disclosure controls and procedures to
                           ensure that material information relating to her
                           registrant, including its consolidated subsidiaries,
                           is make known to us by others within those entities
                           particularly during the period in which this
                           quarterly report is being prepared;

                  b.       Evaluated the effectiveness of the registrant's
                           disclosure controls and procedures as of a dated
                           within 90 days prior to the filing date of this
                           quarterly report (the "Evaluation Date"); and

                  c.       Presented in this quarterly report our conclusions
                           about the effectiveness of the disclosure controls
                           and procedures based on our evaluation as of the
                           Evaluation Date;

         5.       The registrant's other certifying officers and I have
                  disclosed, based on our most recent evaluation, 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 in the design or
                           operation of internal controls which cold adversely
                           affect the registrants' ability to record, process,
                           summarized and report financial data and have
                           identified for the registrants auditors any material
                           weaknesses in internal controls: and

                  b.       Any fraud, whether or not material, that involves
                           management or other employees who have a significant
                           role in the registrant's internal controls: and


Date: November 28, 2006                          /s/ Steven A. Flagg
                                                 ------------------------------
                                                 Steven A. Flagg
                                                 President and Director