**Exhibit
        31**
  **CERTIFICATIONS**
  I,
        Michael Goldberg, certify that:
  1.
        I have
        reviewed this annual report on Form 10-KSB of The Medical Exchange Inc. Inc.
        for
        the year ended June 30, 2006;
  2.
        Based
        on my knowledge, this annual 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 are made,
        not
        misleading with respect to the period covered by this annual
        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 small business issuer
        as
        of, and for, the periods presented in this report;
  4.
        I am
        responsible for establishing and maintaining disclosure controls and procedures
        (as defined in Exchange Act Rules 13a-14 and 15d-14) for the small business
        issuer and I have:
  a)
        designed such disclosure controls and procedures to ensure that material
        information relating to the small business issuer, including its consolidated
        subsidiaries, is made known to me by others within those entities, particularly
        during the period in which this report is being prepared;
  b)
        evaluated the effectiveness of the small business issuer's disclosure controls
        and procedures and presented in this report my 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 small business issuer's internal
        control over financial reporting that occurred during the small business
        issuer's most recent fiscal quarter (the small business issuer's fourth fiscal
        quarter in the case of an annual report) that has materially affected, or
        is
        reasonably likely to materially affect, the small business issuer's internal
        control over financial reporting; and
  5.
        I have
        disclosed, based on my most recent evaluation, to the small business issuer’s
        auditors and the audit committee of the small business issuer's Board of
        Directors:
  a)
        all
        significant deficiencies in the design or operation of internal controls
        which
        could adversely affect the small business issuer's ability to record, process,
        summarize and report financial data and have identified for the small business
        issuer's 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 small business issuer's internal control over
        financial reporting.
  
  /s/
        Michael Goldberg
 Michael
        Goldberg
 **Principal
        Executive Officer and Principal Financial and Accounting
        Officer**
 **November
        9, 2006**