Exhibit
        31.1
  **MAKEUP.COM
        LIMITED**
 **CERTIFICATIONS
        PURSUANT TO**
 **SECTION
        302 OF THE SARBANES-OXLEY ACT OF 2002**
  **CERTIFICATION**
  I,
          Robert E. Rook, certify
          that:
  1.
 
I
          have reviewed this quarterly
          report on Form 10-QSB of Makeup.com Limited;
  2.  Based
          on my knowledge,
          this quarterly 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.  The
          small business
          issuer’s other certifying officer(s) and I are 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 our supervision, to ensure
          that
          material information relating to the small business issuer, including its
          consolidated subsidiaries, is made known to us 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.  The
          small business issuer’s other certifying officer(s) and I have disclosed, based
          on our 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:
        November 14, 2007
 /s/
                  Robert E.
                  RookRobert
                  E.
                  RookChief
                    Executive Officer