**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 quarterly
        report;
  3.
        Based
        on my knowledge, the condensed consolidated financial statements, and other
        financial information included in this quarterly report, fairly present in
        all
        material respects the condensed consolidated financial condition, results
        of
        operations and cash flows of the small business issuer as of, and for, the
        periods presented in this quarterly 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:
        August 14, 2007
  /s/
                  Robert E.
                  RookRobert
                  E.
                  RookChief
                    Executive Officer