**Exhibit 31.1**

 

**CERTIFICATION**

 

I, John Luft, certify that:

 

1.                                       Ihave reviewed this quarterly report on Form 10-QSB of Carroll ShelbyInternational Inc.;

 

2.                                       Basedon my knowledge, this quarterly report does not contain any untrue statement ofa material fact or omit to state a material fact necessary to make thestatements made, in light of the circumstances under which such statements weremade, not misleading with respect to the period covered by this quarterlyreport;

 

3.                                        Based on my knowledge, the financialstatements, and other financial information included in this quarterly report,fairly present in all material respects the financial condition, results ofoperations and cash flows of the registrant as of, and for, the periodspresented in this quarterly report;

 

4.                                        The registrant’s other certifyingofficer and I am responsible for establishing and maintaining disclosurecontrols and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

 

a)  designed such disclosure controls and procedures to ensurethat material information relating to the registrant, including itsconsolidated subsidiaries, is made known to us by others within those entities,particularly during the period in which this quarterly report is beingprepared;

 

b)  evaluated the effectiveness of the registrant’s disclosurecontrols and procedures as of a date within 90 days prior to the filingdate of this quarterly report (the “Evaluation Date”); and

 

c)  presented in this quarterly reportour conclusions about the effectiveness of the disclosure controls andprocedures based on our evaluation as of the Evaluation Date;

 

5.                                       Theregistrant’s other certifying officer and I have disclosed, based on our mostrecent evaluation, to the registrant’s auditors andthe audit committee of registrant’s board of directors (or persons performingthe equivalent function):

 

a)  all significant deficiencies in the design or operation ofinternal controls which could adversely affect the registrant’s ability torecord, process, summarize and report financial data and have identified forthe registrant’s auditors any material weaknesses in internal controls; and

 

b)  any fraud, whether or not material,that involves management or other employees who have a significant role in theregistrant’s internal controls; and

 

6.                                       Theregistrant’s other certifying officer and I have indicated in this quarterlyreport whether or not there were significant changes in internal controls or inother factors that could significantly affect internal controls subsequent tothe date of our most recent evaluation, including any corrective actions withregard to significant deficiencies and material weaknesses.

 

 
| Date: November 15, 2004 | /s/   JOHN LUFT |                                            |
|-------------------------|---------------------------|-------------------------------------------------|
|                    |                      | President, Chief Financial Officer and Director |
|                         |                           |                                                 |  |

 

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