Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

none

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

none

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS

none

ITEM 5.  OTHER INFORMATION

none

Item 6.  Exhibits

EXHIBIT
NUMBER                                           DESCRIPTION

31.1           Certification of Principal Executive Officer pursuant to Sarbanes-Oxley Section 302

31.2           Certification of Principal Financial Officer pursuant to Sarbanes-Oxley Section 302

32.1           Certification of Chief Executive Officer pursuant to Sarbanes-Oxley Section 906

32.2           Certification of Chief Financial Officer pursuant to Sarbanes-Oxley Section 906

SIGNATURES

In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Life Exchange, Inc.
 
 
/s/ David Dorr            
By:  David Dorr
Chief Executive Officer, President, Director
Date: February 14, 2008
 
In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated:
 
/s/ David Dorr            
By:  David Dorr
Chief Executive Officer, President, Director
Date: February 14, 2008
 
 
/s/ Brian Dorr             
By:  Brian Dorr
Secretary, Chief Financial Officer, Director
Date: February 14, 2008
 
 
/s/ Jean Marc Golden        
By:  Jean Marc Golden
Vice Pres., Chief Operating Officer, Director
Date: February 14, 2008
 
 
 
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