Form 10-QSB
                 U.S. SECURITIES AND EXCHANGE COMMISSION
                         Washington, D.C. 20549



(X)  Quarterly report under section 13 or 15(d) of the Securities
Exchange Act of 1934 for the quarterly period ended March 31, 2004.

( )  Transition report under section 13 or 15(d) of the Securities
Exchange Act of 1934.

Commission File No:   000-28795

                         FRANKLYN RESOURCES II, INC.
                 ---------------------------------------
                 (Name of small business in its charter)

        Nevada                               84-1491681
--------------------------               -----------------------
(State or other                      (IRS Employer Id.  No.)
jurisdiction of Incorporation)

P. O. Box 461029, Glendale, CO                             80246
----------------------------------------------------------------------
(Address of executive offices)                             Zip Code

                    (303) 394-1187
----------------------------------------------------------------------
(Issuer's telephone number, including area code)


-----------------------------------------------------------------------
Former name, former address and former fiscal year, if changed since
last report)

Indicate by check mark whether the issuer (1) filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act 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 __X__  No _____


Indicate the number of shares outstanding of each of the issuer's classes
of stock, as of the latest practicable date.

	Class of Securities				Shares Outstanding
                                                        at March 31, 2004
	-------------------				-------------------

 Common Stock, $.001 par value 				3,416,000

Transitional Small Business Disclosure Format

Yes _____     No __X__

<PAGE>

PART 1 - FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

       (a)  The financial statements of registrant for the six months
ended March 31, 2004, follow.  The financial statements reflect all
adjustments which are, in the opinion of management, necessary to a fair
statement of the results for the interim period presented.



                       FRANKLYN RESOURCES II, INC.
                      (A Development Stage Company)

                          FINANCIAL STATEMENTS
                       Quarter Ended March 31, 2004



                             CONTENTS


     Balance Sheet                                       1
     Statements of Operations                            2
     Statements of Cash Flows                            3
     Notes to Financial Statements                       4


<PAGE>

                          FRANKLYN RESOURCES II, INC.
                         (A Development Stage Company)
                                BALANCE SHEET
                                March 31, 2004
                                 (UNAUDITED)

<TABLE>
<S>                                                  <C>

ASSETS

CURRENT ASSETS:
   Cash and cash equivalents                         $      49
                                                     ---------

     Total current assets                                   49
                                                     ---------


     TOTAL ASSETS                                    $      49
                                                     =========

  LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
   Accounts payable                                  $       -
                                                     ---------

     Total current liabilities                               -

STOCKHOLDERS' EQUITY
   Common stock, $0.001 par value;
     25,000,000 shares authorized;
     3,416,000 shares issued and
     outstanding                                         3,416
   Additional paid-in capital                           67,054
   Deficit accumulated during the
   development stage                                   (70,421)
                                                     ---------
                                                            49
                                                     ---------
     TOTAL LIABILITIES AND STOCKHOLDERS'
       EQUITY                                        $      49
                                                     =========
</TABLE>

The accompanying note is an integral part of the financial statements.

                                       1

<PAGE>

                        FRANKLYN RESOURCES II, INC.
                       (A Development Stage Company)
                         STATEMENTS OF OPERATIONS
                               (UNAUDITED)

<TABLE>
<S>                 <C>          <C>         <C>         <C>        <C>
                    For the
                    period from  For the     For the     For the    For the
                    inception    three       three       six	    six
                    (March 3,    months      months      months     months
                    1999) to     ended       ended       ended	    ended
                    March 31,    March 31,   March 31,   March 31,  March 31,
                    2004         2004        2003        2004 	    2003
                    -----------  ----------  ----------  ---------  ---------

REVENUES            $         -  $        -  $        -	         -          -
                    -----------  ----------  ----------  ---------  ---------

EXPENSES
  Selling, general &
  administrative         70,421         500         175        500        175
                    -----------  ----------  ----------  ---------  ---------

      Total expenses     70,421         500         175        500        175
                    -----------  ----------  ----------  ---------  ---------

NET INCOME/(LOSS)       (70,421)       (500)       (175)      (500)      (175)

Accumulated deficit
  Balance, Beginning
  of period                   -     (69,921)    (69,746)   (69,921)   (69,746)
                    -----------  ----------  ----------  ---------  ---------

 Balance,
 End of period      $   (70,421)  $ (70,421)  $ (69,921) $ (70,421) $ (69,921)
                    ===========   =========   =========  =========  =========
NET LOSS PER SHARE  $     (0.02)  $    (NIL)  $    (NIL) $    (NIL) $    (NIL)
                    ===========   =========   =========   ========  =========

WEIGHTED AVERAGE NUMBER
  OF SHARES
  OUTSTANDING         3,372,571   3,416,000   3,416,000  3,416,000  3,416,000
                    ===========  ==========  ==========  =========  =========

</TABLE>
The accompanying note is an integral part of the financial statements.

                                       2

<PAGE>

                           FRANKLYN RESOURCES II, INC.
                          (A Development Stage Company)
                            STATEMENTS OF CASH FLOWS
                                  (UNAUDITED)


<TABLE>
<S>                                <C>             <C>            <C>
                                   For the period
                                   from inception
                                   (March 3,       For the six   For the six
                                   1999) to        months ended  months ended
                                   March 31,       March 31,     March 31,
                                   2004            2004          2003
                                   --------------  ------------  ------------

CASH FLOWS FROM
    OPERATING ACTIVITIES:

  Net Loss                        $       (70,421) $       (500) $       (175)
  Adjustments to reconcile
     net loss to net cash flows
     from operating activities:
       Stock issued for services           60,200             -             -
                                   --------------  ------------  ------------

  Net cash flows from
   operating activities                   (10,221)         (500)         (175)

CASH FLOWS FROM
    INVESTING ACTIVITIES                        -             -             -

CASH FLOWS FROM
    FINANCING ACTIVITIES

  Issuance of common stock                  9,770             -             -
  Shareholder Contributions		      500           500             -
                                   --------------  ------------  ------------

  Net cash flows from
   financing activities                    10,270           500             -
                                   --------------  ------------  ------------

  Net increase (decrease)
   in cash and cash
   equivalents                                 49             -         (175)

CASH AND CASH EQUIVALENTS,
  Beginning of Period                           -            49           224
                                   --------------  ------------ -------------

CASH AND CASH EQUIVALENTS,
 End of Period                     $           49  $         49  $         49
                                   ==============  ============  ============

</TABLE>
The accompanying note is an integral part of the financial statements.

                                       3
<PAGE>

                           FRANKLYN RESOURCES II, INC.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                                 March 31, 2004
                                  (UNAUDITED)


1.  Management's Representation of Interim Financial Information
    ------------------------------------------------------------


The accompanying financial statements have been prepared by Franklyn
Resources II, Inc. without audit pursuant to the rules and regulations of
the Securities and Exchange Commission.  Certain information and footnote
disclosures normally included in financial statements prepared in accordance
with generally accepted accounting principles have been condensed or omitted
as allowed by such rules and regulations, and management believes that the
disclosures are adequate to make the information presented not misleading.
These financial statements include all of the adjustments which, in the
opinion of management, are necessary to a fair presentation of financial
position and results of operations.  All such adjustments are of a normal
and recurring  nature.  These financial statements should be read in
conjunction with the audited financial statements of the Company for the
year ended September 30, 2003 and notes thereto included in the Company's
10-KSB annual report. The Company follows the same accounting policies in
the preparation of interim reports.  Results of operations for interim
periods are not indicative of annual results.




                                       4

<PAGE>

Item 2.         Management's Discussion and Analysis Of Financial
                Conditions and Results of Operations.

Liquidity and Capital Resources


        The Company remains in the development stage and, since inception,
has experienced no significant change in liquidity or capital resources or
stockholder's equity other than the receipt of cash in the amount of $9,770
and services valued at $60,200 as payment for its outstanding common stock,
and cash contributions of $500 from existing shareholders. The Company's
balance sheet for the period ending March 31, 2004 reflects a current asset
value and a total asset value of $49, in the form of cash, as compared to
$49 in current and total assets as of March 31, 2003.

        The Company's business plan is to seek, investigate, and, if
warranted, acquire one or more properties or businesses, and to pursue
other related activities intended to enhance shareholder value.  The
acquisition of a business opportunity may be made by purchase, merger,
exchange of stock, or otherwise, and may encompass assets or a business
entity, such as a corporation, joint venture, or partnership.  The
Company has very limited capital, and it is unlikely that the Company
will be able to take advantage of more than one such business
opportunity.

        The Company will carry out its plan of business as discussed
above.  The Company cannot predict to what extent its liquidity and
capital resources will be diminished prior to the consummation of a
business combination or whether its capital will be further depleted by
the operating losses (if any) of the business entity which the Company
may eventually acquire.

Results of Operations

        During the period from March 3, 1999 (inception) through March 31,
2004, the Company has engaged in no significant operations other than
organizational activities, acquisition of capital and preparation for
registration of its securities under the Securities Exchange Act of 1934,
as amended.  No revenues were received by the Company during this period.

        For the current fiscal year, the Company anticipates incurring a
loss as a result of expenses associated with compliance with reporting
requirements and expenses associated with locating and evaluating
acquisition candidates.  The Company anticipates that until a business
combination is completed with an acquisition candidate, it will not generate
revenues and may continue to operate at a loss after completing a business
combination, depending upon the performance of the acquired business.

        For the quarter ended March 31, 2004 and 2003, the Company showed
net losses of $500 and $175, respectively.  From inception the Company has
experienced losses of $70,421, of which $60,200 was settled for shares of
stock in the Company.  The increase in net loss is attributed primarily to
timing differences of costs.

                                       5

<PAGE>

Need for Additional Financing

     The  Company  will  require  additional  capital  in order to pay the costs
associated with completion and filing of all its delinquent  reports,  to remain
current on its future  filings and to seek out  suitable  merger or  acquisition
candidates.

     No  specific  commitments  to  provide  additional  funds have been made by
management  or  other  stockholders,  and  the  Company  has 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

     As of the end of the period covered by this report, the Company conducted
an evaluation, under the supervision and with the participation of the Chief
Executive Officer and Chief Financial Officer, of the Company's disclosure
controls  and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the
Securities  Exchange Act of 1934 (the "Exchange Act"). Based on this evaluation,
the Chief Executive Officer and Chief Financial Officer concluded that the
Company's disclosure controls and procedures are effective to ensure that
information required to be disclosed by the Company in reports that it files or
submits under the Exchange Act is recorded, processed, summarized and reported
within the time periods specified in Securities and Exchange Commission rules
and forms. There was no change in the Company's internal control over financial
reporting during the Company's most recently completed fiscal quarter that has
materially affected, or is reasonably likely to materially affect, the Company's
internal control over financial reporting.

                                       6

<PAGE>

PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS
None

ITEM 2.  CHANGES IN SECURITIES
None

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES
None

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None

ITEM 5.  OTHER INFORMATION
None

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits

31.1 Certification by the Principal Executive Officer pursuant to Section 302
     of the Sarbanes-0xley Act of 2002

31.2 Certification by the Principal Financial Officer pursuant to Section 302
     of the Sarbanes-0xley Act of 2002

32.1 Certification by the Principal Executive Officer pursuant to 18 U.S.C.
     Section 1350, Section 906 of the Sarbanes-Oxley Act of 2002

32.2 Certification by the Principal Financial Officer pursuant to 18 U.S.C.
     Section 1350, Section 906 of the Sarbanes-Oxley Act of 2002

(b) Reports on Form 8-K:

None.





                                       7
<PAGE>




                                   SIGNATURES

     In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereto duly
authorized.

Date: August 12, 2005

                                              FRANKLYN RESOURCES II, INC.


                                              By:  /s/ FRANK L. KRAMER
                                                  --------------------------
                                                   Frank L. Kramer
                                                   President and
                                                   Principal Executive Officer


     In accordance with the Exchange Act, this report has been signed below by
the following persons on behalf of the registrant and in the capacities and on
the dates indicated.

Name                          Title                              Date
----                          -----                              ----

                              President
/s/ FRANK L. KRAMER           Principal Executive Officer
-----------------------       Director                         August 12, 2005
    Frank L. Kramer


/s/ DEBORAH A. SALERNO        Secretary/Treasurer
----------------------        Principal Financial Officer      August 12, 2005
    Deborah A. Salerno        Director




                                       8

<PAGE>
                                                                 Exhibit 31.1
                     Certification Pursuant to Section 302
                       of the Sarbanes-Oxley Act of 2002

I, Frank L. Kramer, certify that:

1. I have reviewed this quarterly report on Form 10-QSB of Franklyn Resources
   II, Inc. (the "Registrant");

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 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 report;

4. The Registrant'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 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 is made
      known to us, particularly during the period in which this quarterly report
      is being prepared. The Registrant has no consolidated or unconsolidated
      subsidiaries;

   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; and

   c) disclosed in this report any change in the Registrant's internal control
      over financial reporting that occurred during the Registrant's most recent
      fiscal quarter (the Registrant's fourth fiscal quarter in the case of an
      annual report) 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(s) 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 the 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.

/s/ FRANK L. KRAMER                                            August 12, 2005
---------------------------------------
Frank L. Kramer, Principal Executive Officer
<PAGE>
                                                                 Exhibit 31.2
                     Certification Pursuant to Section 302
                       of the Sarbanes-Oxley Act of 2002

I, Deborah A. Salerno, certify that:

1. I have reviewed this quarterly report on Form 10-QSB of Franklyn Resources
   II, Inc. (the "Registrant");

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 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 report;

4. The Registrant'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 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 is made
      known to us, particularly during the period in which this quarterly report
      is being prepared. The Registrant has no consolidated or unconsolidated
      subsidiaries;

   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; and

   c) disclosed in this report any change in the Registrant's internal control
      over financial reporting that occurred during the Registrant's most recent
      fiscal quarter (the Registrant's fourth fiscal quarter in the case of an
      annual report) 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(s) 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 the 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.

/s/ DEBORAH A. SALERNO                                        August 12, 2005
---------------------------------------
Deborah A. Salerno, Principal Financial Officer
<PAGE>

                                                                Exhibit 32.1
                     Certification Pursuant to Section 906
                       of the Sarbanes-Oxley Act of 2002


In connection with the filing of the Quarterly Report on Form 10-QSB of Franklyn
Resources II, Inc. (the "Company") for the period ended March 31, 2004
as filed with the Securities and Exchange Commission, I, Frank L. Kramer,
President of the Company certify, pursuant to 18 U.S.C. ss.1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of
my knowledge and belief:

     1. The Report fully complies with the requirements of Section 13(a) or
        15(d) of the Securities Exchange Act of 1934, as amended, and

     2. The information contained in the Report fairly presents, in all material
        respects, the financial condition and results or operations of the
        Company.



/s/ FRANK L. KRAMER                                          August 12, 2005
---------------------------------
Frank L. Kramer
Principal Executive Officer

<PAGE>

                                                                Exhibit 32.2
                     Certification Pursuant to Section 906
                       of the Sarbanes-Oxley Act of 2002


In connection with the filing of the Quarterly Report on Form 10-QSB of Franklyn
Resources II, Inc. (the "Company") for the period ended March 31, 2004
as filed with the Securities and Exchange Commission, I, Deborah A. Salerno,
Treasurer of the Company certify, pursuant to 18 U.S.C. ss.1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of
my knowledge and belief:

     1. The Report fully complies with the requirements of Section 13(a) or
        15(d) of the Securities Exchange Act of 1934, as amended, and

     2. The information contained in the Report fairly presents, in all material
        respects, the financial condition and results or operations of the
        Company.



/s/ DEBORAH A. SALERNO                                       August 12, 2005
---------------------------------
Deborah A. Salerno
Principal Financial Officer