**Exhibit
      31.1**




**Certification
      of Principal Executive Officer and Principal Financial Officer**


**Pursuant
      to Section 302 of the Sarbanes-Oxley Act of 2002**


**and
      Securities and Exchange Commission Release 34-46427**





I,
      John
      C. Lipman, certify that:





1.
      I have
      reviewed this annual report on Form 10-KSB of Carter Acquisition Corp. II;





2.
      Based
      on my knowledge, this annual 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 annual report;





3.
      Based
      on my knowledge, the financial statements, and other financial information
      included in this annual report, fairly present in all material respects the
      financial condition, results of operations and cash flows of the registrant
      as
      of, and for, the periods presented in this annual 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)) for the registrant
      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 registrant, including its consolidated
      subsidiaries, is made known to us by others within those entities, particularly
      during the period in which this annual report is being prepared;





b)
      evaluated the
      effectiveness of the registrant'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;





c)
      disclosed in this report any change in registrant’s internal control over
      financial reporting that occurred during the registrant’s most recent fiscal
      quarter that has materially affected, or is reasonably likely to materially
      affect, the registrant’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 registrant's auditors and the audit committee of registrant's
      board of directors (or persons performing the equivalent functions):





a)
      all
      deficiencies and material weaknesses in the design or operation of internal
      control over financial reporting which are reasonably likely to adversely affect
      the registrant'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 registrant's internal control over financial
      reporting.




Date:
                  December 31, 2007
              
              /s/
                John
                C. LipmanJohn
                C. LipmanPrincipal
                  Executive Officer and Principal Financial
                  Officer