Exhibit 31.1

                                 CERTIFICATION

I, Cesar Villavicencio, certify that:

      (1) I have reviewed this quarterly report on Form 10-QSB of Madison Avenue
Holdings, Inc.;

      (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 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) 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.

      (6) I have  indicated in this  quarterly  report whether or not there were
significant  changes  in  internal  controls  or in  other  factors  that  could
significantly affect internal controls subsequent to the date of our most recent
evaluation,   including  any  corrective  actions  with  regard  to  significant
deficiencies and material weaknesses.

Date: August 12, 2004


/s/ Cesar Villavicencio
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Cesar Villavicencio
CEO and Principal Accounting Officer