**CERTIFICATIONS
      PURSUANT TO**








**SECTION
      302 OF THE SARBANES-OXLEY ACT OF 2002**














I,
      Raymond Dabney, Chief Executive Officer of XRAYMEDIA, Inc. certify
      that:




1.
      I have
      reviewed this quarterly report on Form 10-QSB of XRAYMEDIA, 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 registrants
      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 the registrant, 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)
       
      evaluated the effectiveness of the registrant’s disclosure controls and
      procedures as of a date 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 effectives 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 in internal controls
      which could adversely affect the registrant’s ability to record, process,
      summarize and report financial data and have identified for the registrant’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 registrant’s internal controls; and








6)
      The
      registrant’s other certifying officers and I have indicated in this quarterly
      report whether there were significant changes in internal controls or in other
      factors that could significantly affect internal controls subsequent to the
      date
      of our most recent evaluation, including any corrective actions with regard
      to
      significant deficiencies and material weaknesses.














Date:
      August 9, 2005         Signature: /s/Raymond
      C. Dabney


Raymond
      C.
      Dabney





Chief
      Executive Officer














**CERTIFICATIONS
      PURSUANT TO**








**SECTION
      302 OF THE SARBANES-OXLEY ACT OF 2002**














I,
      Raymond Dabney,  Chief Financial Officer  of
      XRAYMEDIA,
      Inc. certify that:








1.
      I have
      reviewed this quarterly report on Form 10-QSB of  XRAYMEDIA, 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 registrants
      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 the registrant, 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)
       
      evaluated the effectiveness of the registrant’s disclosure controls and
      procedures as of a date 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 effectives 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 in internal controls
      which could adversely affect the registrant’s ability to record, process,
      summarize and report financial data and have identified for the registrant’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 registrant’s internal controls; and








6.The
      registrant’s other certifying officers and I have indicated in this quarterly
      report whether there were significant changes in internal controls or in other
      factors that could significantly affect internal controls subsequent to the
      date
      of our most recent evaluation, including any corrective actions with regard
      to
      significant deficiencies and material weaknesses.














Date:
      August 9, 2005         Signature: /s/Raymond
      C. Dabney


Raymond
      C.
      Dabney





Chief Financial Officer