**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: May
17, 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: May
17, 2005         Signature: /s/Raymond
C. Dabney





Raymond C. Dabney


Chief Financial Officer