SecProbe.io

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

					February 2, 2005

Mail-Stop 0408
Via facsimile and U.S. Mail (604) 669-5791

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

	Re:   The Medical Exchange Inc.
                     Amendment No. 1 to Form SB-2
	         Filed January 21, 2005
	         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 on 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
Description of Business
Our Current Business - page 20
1. Revise the last sentence in the third paragraph to use
"senility"
instead of "caducity" is that is what is meant and indicate the
basis
for the statement, such as, management believes, or if there is a
citation to an authority, please indicate such authority.

Competition - page 28
2. Revise herein or in the "Government Regulation" subsection to
briefly discuss how the technology was obtained or acquired, if
patents, trademarks, and/or copyright protections apply and if
anyone
has any proprietary rights to the technology they develop or will
it
be subject to copying upon development. If protections are
available,
how does the Company know if the technologies they are working on
are
already protected or how will they protect them upon development.

Accounting Comments
Our Business - page 4
3. You reference an audit report for the period ended December 31,
2004 in this section.  The report issued by your independent
accountant is issued on the period ended June 30, 2004.  Please
revise to clarify.

Risks Related to Our Business - page 5
4. Please revise to reconcile the working capital of $9002
disclosed
in this section to the balance sheet at December 31, 2004.

Strategy - page 22
5. Please revise to provide an expanded discussion in support of
your
disclosure that you anticipate receiving revenues within the next
twelve months, identifying the source of those revenues and the
date
from which you calculated the twelve months.

Closing Comment

      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 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.

We direct your attention to Rules 460 and 461 regarding requesting
acceleration of a registration statement.  Please allow adequate
time
after the filing of any amendment for further review before
submitting a request for acceleration.  Please provide this
request
at least two business days in advance of the requested effective
date.

	Any questions regarding the accounting comments may be
directed
to Diane San Pedro at (202) 824-5483 or Paul Cline at (202) 942-
1782.
All other questions may be directed to Michael Clampitt at (202)
942-
1772 or to me at (202) 942-1779.

						Sincerely,

						Barry McCarty
						Senior Counsel
CC: 	Via Facsimile: (604) 669-5791
	Alin Wan
	Fraser and Company
	Barristers and Solicitors
	1200-999 West Hastings Street
	Vancouver, BC, V6C 2W2

??

??

??

??

The Medical Exchange Inc.
Page 4

</TEXT>
</DOCUMENT>