**UNITED
STATES**
 **SECURITIES
AND EXCHANGE COMMISSION**
 **Washington,
D.C. 20549**
  **FORM
10-QSB**
 
 
 x
    QUARTERLY
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
      ACT OF 1934
 
 FOR THE QUARTERLY PERIOD ENDED DECEMBER 31, 2004;
OR
  
 o
    TRANSITION
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIESEXCHANGE
      ACT OF 1934
 
 FOR THE
TRANSITION PERIOD FROM ____________
TO ____________
 
 Commission
file number: 0-28793
 
  **OSK
CAPITAL II CORP.**
 (Exact
name of registrant as specified in its charter)
  **Nevada**
    
    84-1491673(State
      or other jurisdiction of incorporation or organization)
    
    (I.R.S.
      Employer Identification No.)
  1
      Place Ville-Marie, Suite 2821, Montréal, Quebec Canada
    
    H3B
      4R4(Address
      of principal executive offices)
    
    (Zip
      Code)
 
 
 Registrant’s
telephone number, including area code: **514-448-6710**
  Copies of
all communications, including all communications sent to the agent for service,
should be sent to:
  Joseph I.
Emas, Attorney at Law
 1224
Washington Avenue
 Miami
Beach, Florida 33139
 Telephone:
305.531.1174
  Securities
registered under Section 12(b) of the Exchange Act: None
 
 Securities
registered under Section 12(g) of the Exchange Act:
 
 COMMON
STOCK
 (Title of
Class)
 
 Check
whether the issuer (1) has filed all reports required to be filed by Section 13
or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days. Yes o No x
 
 As of May
6, 2005, there were 3,416,000 shares of the registrant's common stock
outstanding.
   
  **OSK
CAPITAL CORPORATION**
**(A
Development Stage Company)**
****
**INTERIM
FINANCIAL STATEMENTS**
**DECEMBER
31 2004**
****
**(Amounts
Expressed in United States Dollars)**

**OSK
CAPITAL II CORPORATION**
**(A
Development Stage Company)**
****
**INTERIM
FINANCIAL STATEMENTS**
**DECEMBER
31, 2004**
****
**(Amounts
Expressed in United States Dollars)**
****
**TABLE
F CONTENTS**

Interim
      Balance Sheets
    1Interim
      Statement of Operations
    2Interim
      Statements of Cash Flows
    3Interim
      Statements of Changes in Stockholder Deficiency
    4Notes
      to Financial Statements
    5

**OSK
      CAPITAL II CORPORATION**
    ******(A
      Development Stage Company)**
    ******Interim
      Balance Sheet**
    ******As
      at December 31, 2004**(Amounts
      expressed in United States Dollars)
    Page
      1

**December
      31,**
    ****
    **September
      30**
    ********
    ****
    **2004**
    ****
    **2004**
    ********
    ****
    **(Unaudited)**
    ******Assets**CurrentCash
    
    $
    1,041
    
    $
    460Loan
      receivable
    
    
    1,000
    
    
    —$
    2,041
    
    $
    460**Liabilities****Current**Accounts
      payable
    
    $
    2,500
    
    $
    2,500Advance
      from shareholders
    
    
    11,200
    
    
    8,20013,700
    
    
    10,700**Stockholders'
      Deficiency****Capital
      stock (note 2)**
    
    
    3,416
    
    
    3,416**Additional
      paid in capital**
    
    
    66,554
    
    
    66,554**Deficit
      accumulated during the development stage**
    
    
    (81,629
    )
    
    (80,210
    )**Total
      stockholders’ deficit**
    
    
    (11,659
    )
    
    (10,240
    )**Total
      liabilities and stockholders’ deficiency**
    
    $
    2,041
    
    $
    460

The
accompanying notes are an integral part of these financial
statements.

**OSK
      CAPITAL II CORPORATION**
    ******(A
      Development Stage Company)**
    ******Interim
      Statement of Operations**
    ******For
      the Three Months Period Ended December 31, 2004, December 31, 2003 and
      From Inception**(Amounts
      expressed in United States Dollars)
    Page
      2

**Three
      Months**
      **Ended**
      **December
      31, 2004**
    ****
    **Three
      Months**
      **Ended**
      **December
      31, 2003**
    ****
    **March
      2,1999**
      **(Inception)
      to**
      **December
      31, 2004**
    ********
    ****
    **(Unaudited)**
    ****
    **(Unaudited)**
    ******Revenue**
    
    $
    —
    
    $
    —
    
    $
    —**Operating
      expenses**Professional
      fees
    
    
    1,045
    
    
    2,025
    
    
    81,130Other
      expenses
    
    
    374
    
    
    —
    
    
    4991,419
    
    
    2,025
    
    
    81,629**Net
      loss**
    
    $
    (1,149
    )
    $
    (2,025
    )
    $
    (81,629
    )**Net
      loss per common share basic and diluted**
    
    $
    (0.00
    )
    $
    (0.00
    )
    
    —**Weighted
      average number of common shares used in
    calculation**
    
    
    3,416,000
    
    
    3,416,000
    
    
    3,367,679


The
accompanying notes are an integral part of these financial
statements.

**OSK
      CAPITAL II CORPORATION**
    ******(A
      Development Stage Company)**
    ******Interim
      Statement of Cash Flows**
    ******For
      the Three Months Period Ended December 31, 2004, December 31, 2003 and
      From Inception**(Amounts
      expressed in United States Dollars)
    Page
      3

**Three
      Months**
      **Ended**
      **December
      31,**
      **2004**
    ****
    **Three
      Months**
      **Ended**
      **December
      31,**
      **2003**
    ****
    **March
      2, 1999**
      **(Inception)
      to**
      **December
      31,**
      **2004**
    ********
    ****
    **(Unaudited)**
    ****
    ****
    ******Operating
      activities**Net
      ions from continuing operations
    
    $
    (1,419
    )
    $
    (2,025
    )
    $
    (81,629
    )Increase
      in accounts payable
    
    
    —
    
    
    25
    
    
    62,700**Net
      cash used in operating activities**
    
    
    (1,419
    )
    
    (2,000
    )
    
    (18,929
    )**Investing
      activities**Loan
      receivable
    
    
    (1,000
    )
    
    —
    
    
    (1,000
    )Net
      cash provided by investing activities
    
    
    (1,000
    )
    
    
    
    
    (1,000
    )**Financing
      activities**Issue
      of common stock
    
    
    —
    
    
    —
    
    
    9,770Shareholders'
      contributions
    
    
    3,000
    
    
    3,600
    
    
    11,200**Net
      cash provided by financing activities**
    
    
    3,000
    
    
    3,600
    
    
    2,970**Net
      increase (decrease) in cash and cash equivalent**
    
    
    581
    
    
    1,600
    
    
    1,041**Cash
      and cash equivalent, beginning of year**
    
    
    460
    
    
    302
    
    
    —**Cash
      and cash equivalent, end of year**
    
    $
    1,041
    
    $
    1,902
    
    $
    1,041

The
accompanying notes are an integral part of these financial
statements.

**OSK
      CAPITAL II CORPORATION**
    ******(A
      Development Stage Company)**
    ******Interim
      Statement of Stockholders' Deficiency**
    ******As
      at December 31, 2004**(Amounts
      expressed in United States Dollars)
    Page
      4

DeficitAccumulatedAdditional
    
    During the
    
    TotalCommon
      Stock
    
    Paid
      in
    
    Development
    
    Stockholders’Shares
    
    Amount
    
    Capital
    
    Stage
    
    DeficiencyAt
      March 2, 1999
    
    
    3,181,000
    
    $
    3,181
    
    $
    60,439
    
    $
    —
    
    $
    63,620Net
      loss for the year 1999
    
    
    —
    
    
    —
    
    
    —
    
    
    (61,390
    )
    
    (61,390
    )Balance,
      September 30, 1999
    
    
    3,181,000
    
    
    3,181
    
    
    60,439
    
    
    (61,390
    )
    
    2,230Issue
      of stock for services
    
    
    35,000
    
    
    35
    
    
    315
    
    
    —
    
    
    350Issue
      of stock for cash
    
    
    200,000
    
    
    200
    
    
    5,800
    
    
    —
    
    
    6,000Net
      loss for the year 2000
    
    
    —
    
    
    —
    
    
    —
    
    
    (4,939
    )
    
    (4,939
    )Balance,
      September 30, 2000
    
    
    3,416,000
    
    
    3,416
    
    
    66,554
    
    
    (66,329
    )
    
    3,641Net
      loss for the year 2001
    
    
    —
    
    
    —
    
    
    —
    
    
    (2,929
    )
    
    (2,929
    )Balance
      September30,
      2001
    
    
    3,416,000
    
    
    3,416
    
    
    66,554
    
    
    (69,258
    )
    
    712Net
      loss for year2002
    
    
    —
    
    
    —
    
    
    —
    
    
    (235
    )
    
    (235
    )Balance,
      September 30, 2002
    
    
    3,416,000
    
    
    3,416
    
    
    66,554
    
    
    (69,493
    )
    
    477Net
      loss for year 2003
    
    
    —
    
    
    —
    
    
    —
    
    
    (175
    )
    
    (175
    )Balance
      September30,
      2003
    
    
    3,416,000
    
    
    3,416
    
    
    66,554
    
    
    (69,668
    )
    
    302Net
      loss for the year 2004
    
    
    —
    
    
    —
    
    
    —
    
    
    (10,542
    )
    
    (10,542
    )Balance,
      September 30, 2004
    
    
    3,416,000
    
    
    3,416
    
    
    66,554
    
    
    (80,210
    )
    
    (10
      240
    )Net
      loss for the three months ended December 31, 2004
    
    
    —
    
    
    —
    
    
    —
    
    
    (1,419
    )
    
    (1,419
    )3,416,000
    
    $
    3,416
    
    $
    66,554
    
    $
    (81,629
    )
    $
    (11,659
    )

The
accompanying notes are an integral part of these financial
statements.

**OSK
      CAPITAL II CORPORATION**
    ******(A
      Development Stage Company)**
    ******Notes
      to Interim Financial Statements**
    ******December
      31, 2004**(Amounts
      expressed in United States Dollars)
    Page
      5


**1.**
    **Interim
      reporting**
While the
information presented in the accompanying interim three months financial
statements is unaudited, it includes all adjustments, which are in the opinion
of management necessary to present fairly the consolidated financial position,
results of operations and cash flows for the interim consolidated periods
presented.  All adjustments are normal recurring nature.  It is
suggested that these interim financial statements be read in conjunction with
the company's September 30, 2004 annual financial statements.

**2.**
    **Capital
      stock**

Authorized

The
Company is authorized to issue 125,000,000 shares of common stock at $0.001 par
value as at September 30, 2004 3,416,000 shares were issued and
outstanding.

On July
29, 2004, the company amended its certificate of incorporation to increase the
number of authorized shares of common stock from 25,000,000 to
125,000,000.

There are
no warrants or options outstanding to issue any additional shares of common
stock.


****


**MANAGEMENT’S
DISCUSSION AND ANALYSIS OF** **FINANCIAL
CONDITION AND RESULTS OF OPERATIONS**





The
previous discussion and other sections of this Form 10-QSB contain
forward-looking statements that have been made pursuant to the provisions of the
Private Securities Litigation Reform Act of 1995. These forward-looking
statements are based on current expectations, estimates and projections about
our industry, management’s beliefs and certain assumptions made by management.
Words such as “anticipates,” “expects,” “intends,” “plans,” “believes,” “seeks,”
“estimates,” “may,” and similar expressions are intended to identify
forward-looking statements. These statements are not guarantees of future
performance and actual actions or results may differ materially. These
statements are subject to certain risks, uncertainties and assumptions that are
difficult to predict. The Company undertakes no obligation to update publicly
any forward-looking statements as a result of new information, future events or
otherwise, unless required by law. Readers should, however, carefully review the
risk factors included in other reports or documents filed by the Company from
time to time with the Securities and Exchange Commission.





**Overview
of Our Company**





The
Company was incorporated under the laws of the State of Nevada on March 2, 1999,
and is in the early developmental and promotional stages. To date, the Company's
only activities have been organizational ones, directed at developing its
business plan and raising its initial capital. The Company has not commenced any
commercial operations. The Company has no full-time employees and owns no real
estate.




At of the
end of its fiscal year ending September 31, 2004, the Company has not identified
any business opportunity that it plans to pursue, nor has the Company reached
any agreement or definitive understanding with any person concerning an
acquisition.




No
assurance can be given that the Company will be successful in finding or
acquiring a desirable business opportunity, given the limited funds that are
expected to be available for acquisitions, or that any acquisition that occurs
will be on terms that are favorable to the Company or its
stockholders.




The
Company's search has been directed toward enterprises which have a desire to be
become a public corporation and which have a business plan designed to allow
them to take advantage of opportunities available to public entities. This
includes entities which have been recently organized, with no operating history,
or a history of losses attributable to under- capitalization or other factors,
entities in need of funds to develop a new product or service or to expand into
a new market, entities which desire to use their securities to make
acquisitions, and entities which have a combination of these
characteristics.




In
searching for investment opportunities, the Company is not restricted to any
particular geographical area or industry. Therefore, subject to economic
conditions, limitations on its ability to locate available business
opportunities, and other factors, the Company has substantial discretion in
selecting an appropriate business opportunity.




In
connection with any acquisition, it is highly likely that an amount of stock
constituting control of the Company would be issued by the Company or purchased
from the Company's current principal shareholders by the target entity or its
controlling shareholders.




On July
29, 2004, our shareholders approved the Certificate of Amendment to the
Certificate of Incorporation of the Company, pursuant to which the number of
shares of Common Stock that the Company is authorized to issue will be increased
from 25,000,000 shares to 125,000,000 shares.











Other
Entities





The
previous directors and principal shareholders of the Company are also the
officers, directors and principal shareholders of eight other corporations which
were formed at the same time as the Company. Each of these other corporations
has the same business plan as the Company.




On April
5, 2005, Frank L. Kramer and Deborah Salerno have resigned as officers of OSK
Capital II Corp. and have also resigned as members of the Board of Directors of
OSK Capital II Corp.





Further
to the resignation of Ms. Salerno and Mr. Kramer, Francis Mailhot, recently
appointed as a director, will be the sole director and has been nominated as
President and CEO of the Company.





On April
22, 2005, Francis Mailhot resigned as an officer of OSK Capital II Corp. and has
also resigned as a member of the Board of Directors of OSK Capital II
Corp.





Further
to the resignation of Mr. Francis Mailhot, Mr. Robert Cajolet has been appointed
as a member of the Board of Directors of OSK Capital II Corp. and has been
appointed as President and CEO of OSK Capital II Corp.





**RESULTS
OF OPERATIONS**





**Three
Months Ended December 31, 2004**





As of
December 31, 2004, the Company remained in the development stage. As of December
31, 2004, the Company had assets consisting of cash only in the amount of
$2.041. At September 30, 2004, the Company had assets consisting of cash only in
the amount of $460. As of December 31, 2004 and at September 30, 2004, the
Company had additional paid in capital of $66,554. The Company has expended a
portion of its cash in furtherance of its business plan, including primarily
expenditure of funds to pay legal and accounting expenses, and has recorded the
full value of the stock issued for services as a general, selling, and
administrative expense. Consequently, the Company's balance sheet for the
quarter ended as of December 31, 2004 reflects a deficit accumulated during the
development stage of ($80,629) and a stockholders deficit of
($11,659).




Results
of Operations




During
the period from March 2, 1999 (inception) through December 31, 2004, the Company
has accumulated a deficit of $80,629. During this period, the Company has
engaged in no significant operations other than organizational activities,
acquisition of capital, preparation and filing of the registration of its
securities under the Securities Exchange Act of 1934, as amended, compliance
with its periodical reporting requirements, and efforts to locate a suitable
merger or acquisition candidate. No revenues were received by the Company during
this period.




Plan of
Operations and Need for Additional Financing




The
Company's plan of operations for most of 2003 and 2004 was to remain dormant in
order to avoid incurring legal and accounting fees related to compliance with
its reporting obligations. However, in the first quarter of 2004, the Company
elected to begin taking the steps necessary to file all delinquent reports and
to once again become current in compliance with its reporting obligations under
the Securities Exchange Act of 1934. Following the filing of this report on Form
10QSB for the period ended December 31, 2004, the Company is current in
compliance with its reporting obligations under the Securities Exchange Act of
1934.









The
Company will require additional capital in order to pay the costs associated
with making required filings and seeking out suitable merger or acquisition
candidates. As of December 31, 2004, no specific commitments to provide
additional funds were made by management or other stockholders, and the Company,
as of December 31, 2004, had no current plans, proposals, arrangements or
understandings with respect to the sale or issuance of additional securities
prior to the location of a merger or acquisition candidate. Accordingly, there
can be no assurance that any additional funds will be available to the Company
to allow it to cover its expenses. Notwithstanding the foregoing, to the extent
that additional funds are required, the Company anticipates receiving such funds
in the form of advancements from current shareholders without issuance of
additional shares or other securities, or through the private placement of
restricted securities rather than through a public offering.




The
Company may also seek to compensate providers of services by issuances of stock
in lieu of cash.





**ITEM
3. CONTROLS AND PROCEDURES**





We
carried out an evaluation, under the supervision and with the participation of
our management, including our Chief Executive Officer and Principal Financial
Officer, of the effectiveness of our disclosure controls and procedures, as
defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934
as of the end of the period covered by this report. Based on that evaluation,
our Chief Executive Officer and Principal Financial Officer have concluded that
our disclosure controls and procedures as of December 31, 2004 were effective to
ensure that information required to be disclosed by us in reports that we file
or submit under the Securities Exchange Act of 1934 is recorded, processed,
summarized and reported within the time periods specified in the Securities and
Exchange Commission’s rules and forms.





There
have been no material changes in our internal controls over financial reporting
or in other factors that could materially affect, or are reasonably likely to
affect, our internal controls over financial reporting during the quarter ended
December 31, 2004.














PART
II  OTHER INFORMATION





Item
      1.
    Legal
      Proceedings


Not
applicable




Item
      2.
    Changes
      in Securities





Not
applicable




Item
      3.
    Defaults Upon Senior
Securities





Not
applicable




Item
      4.
    Submission of Matters to a Vote of Security
      Holders





None.





Item
      5.
    Other Information


Not
applicable





Item
      6.
    Exhibits and Reports on Form
8-K





A.
    Exhibits:





31.1
    Certification
      of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley
      Act.





31.2
    Certification
      of Principal Financial and Accounting Officer Pursuant to
      Section 302 of the Sarbanes-Oxley Act.





32.1
    Certification
      of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley
      Act.





32.2
    Certification
      of Principal Financial and Accounting Officer Pursuant to
      Section 906 of the Sarbanes-Oxley Act.




B.
    Reports
      on Form 8-K





None.











SIGNATURES





Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
1934 the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.





**OSK CAPITAL II
      CORP.**Date: May 6, 2005
    By:
    /s/ Francis
  MailhotChief Executive
  Officer


Date: May 6, 2005
    By:
    /s/ Francis
  MailhotChief Accounting
  Officer