**BANX
      AND GREEN GROUP, INC.**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**





EXHIBIT
      31.1




**CERTIFICATIONS**





**Section
      302**




I,
      Steve
      Lane, certify that:





1.
      I have
      reviewed this quarterly report on Form 10-Q of Banx and Green Group, 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
      small business issuer’s other certifying officers and I are responsible for
      establishing and maintaining disclosure controls and procedures (as defined
      in
      Exchange Act Rules 13a-15(e) and 15(d)- 15(e)) and internal control over
      financial reporting (as defined in Exchange Act Rules 13(a)-15(f) and
      15(d)-15(f)) for the small business issuer 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 small business issuer, including its
      consolidated subsidiaries, is made known to us by others within those entities,
      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 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 small business issuer’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 any change in the small business issuer’s internal control
      over financial reporting that occurred during the small business issuer’s most
      recent fiscal quarter that has materially affected, or is reasonably likely
      to
      materially affect, the small business issuer’s internal control over financial
      reporting; and





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





**BANX
      AND GREEN GROUP, INC.**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**





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 small business issuer'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.





/s/
                STEVE LANE
            
            President,
                Chief Financial Officer and DirectorSteve
                Lane
            
            November
                24, 2008