**Exhibit 31.1**

 

**CERTIFICATIONS**

 

I, Steven A. Flagg, certifythat;

 

1.             I have reviewed this annual reporton Form 10-KSB of PurchaseSoft, Inc.;

 

2.                                       Basedon my knowledge, this quarterly report does not contain any untrue statement ofa material fact or omit to state a material fact necessary to make thestatements made, in light of the circumstances under which such statements weremade, not misleading with respect to the period covered by this quarterlyreport;

 

3.                                       Basedon my knowledge, the financial statements, and other financial informationincluded in this quarterly report, fairly present in all material respects thefinancial condition, results of operations and cash flows of the registrant asof, and for, the periods presented in this quarterly report;

 

4.                                       Theregistrant’s other certifying officers and I are responsible for establishingand maintaining disclosure controls and procedures (as defined in Exchange ActRules 13a-14 and 15d-14) for the registrant and have:

 

a.                                       Designed suchdisclosure controls and procedures to ensure that material information relatingto her registrant, including its consolidated subsidiaries, is make known to usby others within those entities particularly during the period in which thisquarterly report is being prepared;

 

b.                                      Evaluated theeffectiveness of the registrant’s disclosure controls and procedures as of adated within 90 days prior to the filing date of this quarterly report(the “Evaluation Date”); and

 

c.                                       Presented inthis quarterly report our conclusions about the effectiveness of the disclosurecontrols and procedures based on our evaluation as of the Evaluation Date;

 

5.                                       Theregistrant’s other certifying officers and I have disclosed, based on our mostrecent evaluation, to the registrant’s auditors and the audit committee ofregistrant’s board of directors (or persons performing the equivalentfunctions):

 

a.                                       All significantdeficiencies in the design or operation of internal controls which coldadversely affect the registrants’ ability to record, process, summarized andreport financial data and have identified for the registrants auditors anymaterial weaknesses in internal controls: and

 

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

 

6.                                       Theregistrant’s other certifying officers and I have indicated in this quarterlyreport whether or not their were significant changes in internal controls or inother factors that could significantly affect internal controls subsequent tothe date of our most recent evaluation, including any corrective actions withregard to significant deficiencies and material weaknesses.

 
| Date: August  20, 2003 |  /s/  Steven A. Flagg |   |
|------------------------|----------------------------|--------|
|                   |                       |
|                   | Steven A.  Flagg           |
|                   | President  and Director    |

 

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