SecProbe.io

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					December 29, 2004

Mr. Zhao Zhiying
President
The Medical Exchange Inc.
1332 8th Street
Saskatchewan, Canada S7N 0S9

RE:	The Medical Exchange Inc.
	Form SB-2 filed December 2, 2004
	File No. 333-120936

Dear Mr. Zhiying:

	We have reviewed your filing and have the following comments.
Where indicated, we think you should revise your document in
response
to these comments.  If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments.

      The purpose of our review process is to assist you in your
compliance with the applicable disclosure requirements and to
enhance
the overall disclosure in your filing.  We look forward to working
with you in these respects.  We welcome any questions you may have
about our comments or any other aspect of our review.  Feel free
to
call us at the telephone numbers listed at the end of this letter.

Form SB-2
Prospectus Cover Page

1. The Company does not qualify to use the "at the Market"
offering
until such time as it is listed on a public market.  Revise to
delete
the use of market prices in the first paragraph herein and in the
Prospectus Summary on page 4.  Please note that once the Company
is
trading on a public market, it will be able to file another
Registration Statement using Rule 429 to effect an at the market
offering.

The Offering- page 11

2. Revise to delete the phrase "until our common stock is quoted
on
the OTC Bulletin Board, or listed for trading or quotation on any
other public market, and thereafter at market prices."

Plan of Distribution- page 14

3. Revise to delete all discussion regarding trading at market
prices.  In addition, revise (a) through (f) to indicate whenever
a
broker/dealer affects sales as a principal or agent, a prospectus
supplement or another prospectus must be used, naming the
broker/dealer and any compensation arrangements.

Business- page 22
Strategy

4. Revise to indicate the anticipated costs to implement the
strategy
for the next 12 months including travel, marketing, R&D and
production costs.  Also, indicate the source of funds expected
during
the next 12 months.  Finally, briefly discuss whether or not the
Company anticipates any revenues during the next 12 months.

Competition- page 27

5. Revise to indicate if other companies are involved in
developing
transcription factor libraries.  If so, name them.  If any are
generating revenues, briefly discuss and indicate the differences
in
the Company`s strategy versus the strategy of the revenue
producing
companies.

Executive Compensation- page 32

6. Revise to briefly discuss the Company`s plan for compensating
officers and directors during the next 12 months.

Financial Statements and related footnotes - page 35
7. Please revise the report of the independent accountant to
properly
evidence the signature of the issuer.  Refer to Item 302 of
Regulation S-T.

8. Please revise the financial statements to include the
disclosure
requirements of SFAS 130 regarding other comprehensive income.

Note 2.  Significant Accounting Policies - page 40

9. Please revise this section to disclose the fiscal reporting
period
the company has elected, clarifying the basis for the audited
period
presented in the financial statements.

Note 2 Significant Accounting Policies

Website Costs - page 42

10. Please revise to separately quantify and describe the amounts
incurred to date for your direct costs incurred during the
application stage of development that you capitalized and disclose
the amortization period.  Your revisions should clarify the nature
of
the cost such that capitalization is appropriate.

Recent Sales- page 52

11. Revise to include the date of sale and whether any offering
expenses or commissions were incurred.

Updating
12. Please include an updated consent from your independent
accountant in the pre-effective amendment.

13. To the extent the effectiveness of the registration statement
is
delayed, please update the financial statements.  Refer to Item
310(g) of Regulation S-B.

Closing Comments

      As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review.  Please
understand that we may have additional comments after reviewing
your
amendment and responses to our comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

	Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that

* should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;
* the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and
* the company may not assert this action as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

	In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.

      We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.

      You may contact Diane San Pedro, Staff Accountant, at (202)
824-5483 or Paul Cline, Senior Staff Accountant, at (202) 942-1782
if
you have questions regarding comments on the financial statements
and
related matters.  You may contact Michael Clampitt, Senior Counsel
at
(202) 942-1772 or me at (202) 942-1779 with any other questions
regarding this review.

						Sincerely,

						Barry McCarty
						Senior Counsel

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