**Exhibit 31-1**

**CERTIFICATION**

I, Dale Vincent, certify that: 

(1) I have reviewed this quarterly report on Form 10-QSB of MangoSoft, Inc. and Subsidiary;

(2) Based on my knowledge, this 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 suchstatements were made, not misleading with respect to the period covered by this report;

(3) Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of thesmall business issuer as of, and for, the periods presented in this report;

(4) I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange ActRules 13a-15(f) and 15d-15(f)) for the small business issuer and have:

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(a) Designed such disclosure controls and procedures, or caused such disclosure    controls and procedures to be designed under my supervision, to ensure that material information relating to the small business issuer,    including its consolidated subsidiary, is made known to me by others within those entities, particularly during the period in which    this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal    control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of    financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting    principles;

(c) Evaluated the effectiveness of the small business issuer’s disclosure controls    and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as    of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the small business issuer’s internal    control over financial reporting that occurred during the small business issuer’s most recent fiscal quarter (the small business issuer’s    fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect,    the small business issuer’s internal control over financial reporting; and

 (5) I have disclosed, based on my most recent evaluation of internal control over  financial reporting, to the small business issuer’s auditors and the audit committee of the small business issuer’s board of directors  (or persons performing the equivalent functions):

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 (a) All significant deficiencies and material weaknesses in the design or operation    of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer’s ability to    record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees    who have a significant role in the small business issuer’s internal control over financial reporting.

Date: May 13, 2004 

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