Exhibit 31.1

                               CERTIFICATIONS

I, Frank Kramer, certify that:

1. I  have reviewed  this quarterly  report for the period ended June 30, 2004
on  Form 10-QSB of  OSK Capital II Corp.;

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 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. The  small   business  issuer's  other  certifying   officer(s)  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  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) Evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of this
annual report (the "Evaluation Date"); and

   c) Evaluated  the  effectiveness of the  small business  issuer's disclosure
controls and procedures and  presented in this report our conculsions 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. The  small  business  issuer's   other  certifying  officer(s)  and  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
other  employees  who have a significant  role in  the  small business issuer's
internal control over financial reporting.

Date: August 2, 2004                                   By: /s/
                                                         ---------------------
                                                                  Frank Kramer
                                                       Secretary and Treasurer