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 such
     statements 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
     the small 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 Act
     Rules 13a-15(f) and 15d-15(f)) for the small business issuer and have:

          (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):

          (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: August 13, 2004

/s/ Dale Vincent
Chief Executive Officer (principal executive and financial officer)