Exhibit
        31.1
 CERTIFICATION
        OF PRINCIPAL EXECUTIVE OFFCER
 
 I,
        David
        M. McCarthy, Chief Executive Officer of Z-II, Inc. certify that:
 
 1.
        I have
        reviewed this quarterly report on Form 10-Q of Z-II, Inc. for the fiscal
        quarter
        ended September 30, 2008;
 
 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 financial statements, and other financial information
        included in this quarterly 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 quarterly report;
 
 4.
        The
        registrant’s other certifying officer 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)) 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 quarterly 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 registrant’s disclosure controls and
        procedures and presented in this quarterly 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 quarterly report any change in the 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.
        The
        registrant’s other certifying officer and I have disclosed, based on our 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
        significant 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:
        November 18, 2008
 
 /s/
                  David M. McCarthyDavid
                  M. McCarthyChief
                  Executive Officer(Principal
                  Executive Officer)