SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  FORM 10-KSB

(Mark One)
[x]       ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE
          SECURITIES EXCHANGE ACT OF 1934.
          For the fiscal year ended September 30, 2004

[ ]       TRANSITION REPORT UNDER SECTION 13 OR 15(d)
          OF THE SECURITIES EXCHANGE ACT OF 1934.
          for the transition period from ________to________.

                         Commission file number 000-28795

                          FRANKLYN RESOURCES II, INC.
                          ----------------------------
       (Exact name of small business issuer as specified in its charter)

           Nevada                                 84-1491681
-------------------------------       --------------------------------
(State or Other Jurisdiction of       (IRS Employer Identification No.)
Incorporation or Organization)

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)

           Securities registered under Section 12(b) of the Act: None

                   Securities under Section 12(g) of the Act:

                                  Common Stock
                                  ------------
                                (Title of Class)




     Check whether the issuer: (1) 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 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 [ ]

     Check if there is no disclosure of delinquent filers in response to Item
405 of Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form
10-KSB or any amendment to this Form 10-KSB. [ ]

     Issuer's income for fiscal year 2004 was $0.

     The aggregate market value of the voting and non-voting common equity held
by the issuer's nonaffiliates, as of September 30, 2004 was $0.

     As of September 30, 2004, a total of 3,416,000 shares of common stock were
issued and outstanding.

     Transitional Small Business Format: No.
<PAGE>

                               TABLE OF CONTENTS

                                                                Page

PART I.........................................................  1

Item 1.   Description of Business..............................  1-10

Item 2.   Description of Property..............................  10

Item 3.   Legal Proceedings....................................  10

Item 4.   Submission of Matters to a Vote of Security .........  10
          Holders


PART II........................................................  11

Item 5.   Market for Common Equity and Related Shareholder.....  11
          Matters

Item 6.   Management's Discussion and Analysis or Plan of......  11-12
          Operations

Item 7.   Financial Statements.................................  13

Item 8.   Changes in and Disagreements with Accountants on.....  14
          Accounting and Financial Disclosure

Item 8A.  Controls and Procedures..............................  14


PART III.......................................................  15

Item 9.   Directors, Executive Officers, Promoters and.........  15-16
          Control Persons; Compliance With Section 16(a)
          of the Exchange Act.

Item 10.  Executive Compensation...............................  16

Item 11.  Security Ownership of Certain Beneficial Owners......  17

Item 12.  Certain Relationships and Related Transactions.......  17-18

Item 13.  Exhibits and Reports on Form 8-K.....................  19

Item 14.  Principal Accountant Fees and Services...............  19

Signatures.....................................................  20


                                       i
<PAGE>


                                     PART I

Item 1.  Description of Business.

The Company was incorporated under the laws of the State of Nevada on March 3,
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.

The Company's current 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 no capital, and it is unlikely that the
Company will be able to take advantage of more than one such business
opportunity. The Company intends to seek opportunities demonstrating the
potential of long-term growth as opposed to short-term earnings.

As of the end of its fiscal year ending September 30, 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.

It is anticipated that the Company's officers and directors will continue to
initiate contacts with securities broker-dealers and other persons with whom
they are acquainted who are involved in corporate finance matters to advise them
of the Company's existence and to determine if any companies or businesses they
represent have an interest in considering a merger or acquisition with the
Company. 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 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 will be directed toward small and medium-sized enterprises
which have a desire to become public corporations and which are able to satisfy,
or anticipate in the reasonably near future being able to satisfy, the minimum
asset requirements in order to qualify shares for trading on NASDAQ or on an
exchange such as the American or Archipelago Stock Exchange. (See "Investigation
and Selection of Business Opportunities.") The Company anticipates that the
business opportunities presented to it will (i) be recently organized with no
operating history, or a history of losses attributable to under-capitalization
or other factors; (ii) be experiencing financial or operating difficulties;
(iii) be in need of funds to develop a new product or service or to expand into
a new market; (iv) be relying upon an untested product or marketing concept; or
(v) have a combination of the characteristics mentioned in (i) through (iv).
The Company intends to concentrate its acquisition efforts on properties or
businesses that it believes to be undervalued. Given the above factors,
investors should expect that any acquisition candidate may have a history of
losses or low profitability.

                                       1
<PAGE>

The Company does not propose to restrict its search for investment opportunities
to any particular geographical area or industry, and may, therefore, engage in
essentially any business, to the extent of its limited resources. This includes
industries such as service, finance, natural resources, manufacturing, high
technology, product development, medical, communications and others. The
Company's discretion in the selection of business opportunities is unrestricted,
subject to the availability of such opportunities, economic conditions, and
other factors.

As a consequence of the Company's registration of its securities under the
Securities Exchange Act of 1934, any entity which has an interest in being
acquired by the Company is expected to be an entity that desires to become a
public company as a result of the transaction. In connection with such an
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.

It is anticipated that business opportunities will come to the Company's
attention from various sources, including its officers and directors, its other
stockholders, professional advisors such as attorneys and accountants,
securities broker-dealers, venture capitalists, members of the financial
community, and others who may present unsolicited proposals. The Company has no
plans, understandings, agreements, or commitments with any individual for such
person to act as a finder of opportunities for the Company.

Investigation and Selection of Business Opportunities
-----------------------------------------------------

To a large extent, a decision to participate in a specific business opportunity
may be made upon management's analysis of the quality of the other company's
management and personnel, the anticipated acceptability of new products or
marketing concepts, the merit of technological changes, and numerous other
factors which are difficult, if not impossible, to analyze through the
application of any objective criteria. In many instances, it is anticipated that
the historical operations of a specific firm may not necessarily be indicative
of the potential for the future because of the possible need to shift marketing
approaches substantially, expand significantly, change product emphasis, change
or substantially augment management, or make other changes. Because of the lack
of training or experience of the Company's management, the Company will be
dependent upon the owners of a business opportunity to identify such problems
and to implement, or be primarily responsible for the implementation of,
required changes. Because the Company may participate in a business opportunity
with a newly organized firm or with a firm which is entering a new phase of
growth, it should be emphasized that the Company will incur further risks,
because management in many instances will not have proved its abilities or
effectiveness, the eventual market for such company's products or services will
likely not be established, and such company may not be profitable when acquired.

It is anticipated that the Company will not be able to diversify, but will
essentially be limited to one such venture because of the Company's limited
financing. This lack of diversification will not permit the Company to offset
potential losses from one business opportunity against profits from another, and
should be considered an adverse factor affecting any decision to purchase the
Company's securities.

                                       2
<PAGE>

It is emphasized that management of the Company may effect transactions having
a potentially adverse impact upon the Company's shareholders pursuant to the
authority and discretion of the Company's management to complete acquisitions
without submitting any proposal to the stockholders for their consideration.
Company management does not generally anticipate that it will provide holders of
the Company's securities with financial statements, or any other documentation,
concerning a target company or its business prior to any merger or acquisition.
In some instances, however, the proposed participation in a business opportunity
may be submitted to the stockholders for their consideration, either voluntarily
by Company management which elects to seek the stockholders' advice and consent,
or because state law so requires.

The analysis of business opportunities will be undertaken by or under the
supervision of the Company's executive officers and directors.

Although there are no current plans to do so, Company management might hire an
outside consultant to assist in the investigation and selection of business
opportunities, and might pay a finder's fee. Since Company management has no
current plans to use any outside consultants or advisors to assist in the
investigation and selection of business opportunities, no policies have been
adopted regarding use of such consultants or advisors, the criteria to be used
in selecting such consultants or advisors, the services to be provided, the
term of service or regarding the total amount of fees that may be paid. However,
because of the limited resources of the Company, it is likely that any such fee
the Company agrees to pay would be paid in stock and not in cash. Otherwise, the
Company anticipates that it will consider, among other things, the following
factors:

(a) Potential for growth and profitability, indicated by new technology,
anticipated market expansion, or new products;

(b) Competitive position as compared to other companies of similar size and
experience within the industry segment as well as within the industry as a
whole;

(c) Strength and diversity of existing management, or management prospects that
are scheduled for recruitment;

(d) Capital requirements and anticipated availability of required funds, to be
provided from operations, through the sale of additional securities, through
joint ventures or similar arrangements, or from other sources;

(e) The cost of participation by the Company as compared to the perceived
tangible and intangible values and potential;

(f) The extent to which the business opportunity can be advanced;

(g) The Company's perception of how any particular business opportunity will be
received by the investment community and by the Company's stockholders;

(h) The accessibility of required management expertise, personnel, raw
materials, services, professional assistance, and other required items; and

                                       3
<PAGE>

(i) Whether the financial condition of the business opportunity would be, or
would have a significant prospect in the foreseeable future to become, such as
to permit the securities of the Company, following the business combination, to
qualify to be listed on an exchange or on a national automated securities
quotation system, such as NASDAQ, so as to permit the trading of such securities
to be exempt from the requirements of Rule 15c2-6 recently adopted by the
Securities and Exchange Commission. See "Risk Factors - The Company - Regulation
of Penny Stocks."

In regard to the last criterion listed above, the current standards for NASDAQ
listing include, among other things, the requirements that the issuer of the
securities that are sought to be listed have net tangible assets of at least
$5,000,000, or a market capitalization of at least $50,000,000, or net income in
its latest fiscal year of not less than $750,000. Many, and perhaps most, of the
business opportunities that might be potential candidates for a combination with
the Company would not satisfy the NASDAQ listing criteria. To the extent that
the Company seeks potential NASDAQ listing, therefore, the range of business
opportunities that are available for evaluation and potential acquisition by the
Company would be significantly limited.

In applying the criteria listed above, no one of which will be controlling,
management will attempt to analyze all factors appropriate to the opportunity
and make a determination based upon reasonable investigative measures and
available data. Potentially available business opportunities may occur in many
different industries and at various stages of development, all of which will
make the task of comparative investigation and analysis of such business
opportunities extremely difficult and complex. Potential investors must
recognize that, because of the Company's limited capital available for
investigation and management's limited experience in business analysis, the
Company may not discover or adequately evaluate adverse facts about the
opportunity to be acquired.

The Company is unable to predict when it may participate in a business
opportunity and it has not established any deadline for completion of a
transaction. It expects, however, that the process of seeking candidates,
analysis of specific proposals and the selection of a business opportunity may
require several additional months or more.

Prior to making a decision to participate in a business opportunity, the
Company will generally request that it be provided with written materials
regarding the business opportunity containing such items as a description of
product, service and company history; management resumes; financial information;
available projections, with related assumptions upon which they are based; an
explanation of proprietary products and services; evidence of existing patents,
trademarks, or services marks, or rights thereto; present and proposed forms of
compensation to management; a description of transactions between such company
and its affiliates during relevant periods; a description of present and
required facilities; an analysis of risks and competitive conditions; a
financial plan of operation and estimated capital requirements; audited
financial statements or an indication that audited statements will be available
within sixty (60) days following completion of a merger transaction; and other
information deemed relevant.

                                       4
<PAGE>
As part of the Company's investigation, the Company's executive officers and
directors may meet personally with management and key personnel, may visit and
inspect material facilities, obtain independent analysis or verification of
certain information provided, check references of management and key personnel,
and take other reasonable investigative measures, to the extent of the Company's
limited financial resources and management expertise.

Company management believes that various types of potential merger or
acquisition candidates might find a business combination with the Company to be
attractive. These include acquisition candidates desiring to create a public
market for their shares in order to enhance liquidity for current shareholders,
acquisition candidates which have long-term plans for raising equity capital
through the public sale of securities and believe that the possible prior
existence of a public market for their securities would be beneficial, and
acquisition candidates which plan to acquire additional assets through issuance
of securities rather than for cash, and believe that the possibility of
development of a public market for their securities will be of assistance in
that process. Acquisition candidates which have a need for an immediate cash
infusion are not likely to find a potential business combination with the
Company to be an attractive alternative.

Form of Acquisition
-------------------

It is impossible to predict the manner in which the Company may participate in a
business opportunity. Specific business opportunities will be reviewed as well
as the respective needs and desires of the Company and the promoters of the
opportunity and, upon the basis of that review and the relative negotiating
strength of the Company and such promoters, the legal structure or method deemed
by management to be suitable will be selected. Such structure may include, but
is not limited to, share exchanges, mergers, agreements for purchase of and sale
of stock or assets, leases, licenses, joint ventures and other contractual
arrangements. The Company may act directly or indirectly through an interest in
a partnership, corporation or other form of organization. Implementing such
structure may require the merger, consolidation or reorganization of the Company
with other corporations or forms of business organization. In addition, the
present management and stockholders of the Company most likely will not have
control of a majority of the voting shares of the Company following a
reorganization transaction. As part of such a transaction, the Company's
directors may resign and new directors may be appointed without any vote by
stockholders.

It is likely that the Company will acquire its participation in a business
opportunity through the issuance of Common Stock or other securities of the
Company. Although the terms of any such transaction cannot be predicted, it
should be noted that in certain circumstances the criteria for determining
whether or not an acquisition is a so-called "tax free" reorganization under
the Internal Revenue Code of 1986, depends upon the issuance to the stockholders
of the acquired company of more than 80% of the common stock of the combined
entities immediately following the reorganization. If a transaction were
structured to take advantage of these provisions rather than other "tax free"
provisions provided under the Internal Revenue Code, the Company's stockholders
in such circumstances would retain in the aggregate 20% or less of the total
issued and outstanding shares. This could result in substantial additional
dilution in the equity of those who were stockholders of the Company prior to
such reorganization. Any such issuance of additional shares might also be done
simultaneously with a sale or transfer of shares representing a controlling
interest in the Company by the current officers, directors and principal
shareholders. (See "Description of Business - General").
                                       5
<PAGE>
It is anticipated that any securities issued in any reorganization would be
issued in reliance upon exemptions, if any are available, from registration
under applicable federal and state securities laws. In some circumstances,
however, as a negotiated element of the transaction, the Company may agree to
register such securities either at the time the transaction is consummated, or
under certain conditions or at specified times thereafter. The issuance of
substantial additional securities and their potential sale into any trading
market that might develop in the Company's securities may have a depressive
effect upon such market.

The Company will participate in a business opportunity only after the
negotiation and execution of a written agreement. Although the terms of such
agreement cannot be predicted, generally such an agreement would require
specific representations and warranties by all of the parties thereto, specify
certain events of default, detail the terms of closing and the conditions which
must be satisfied by each of the parties thereto prior to such closing, outline
the manner of bearing costs if the transaction is not closed, set forth remedies
upon default, and include miscellaneous other terms.

As a general matter, the Company anticipates that it will enter into a letter of
intent with the management, principals or owners of a prospective business
opportunity prior to signing a binding agreement. Such a letter of intent will
set forth the terms of the proposed acquisition but will not bind either the
Company or the business opportunity to consummate the transaction. Execution of
a letter of intent will by no means indicate that consummation of an acquisition
is probable. Neither the Company nor the business opportunity will be bound to
consummate the acquisition unless and until a definitive agreement concerning
the acquisition as described in the preceding paragraph is executed. Even after
a definitive agreement is executed, it is possible that the acquisition would
not be consummated should either party elect to exercise any right provided in
the agreement to terminate it on specified grounds.

It is anticipated that the investigation of specific business opportunities and
the negotiation, drafting and execution of relevant agreements, disclosure
documents and other instruments will require substantial management time and
attention and substantial costs for accountants, attorneys and others. If a
decision is made not to participate in a specific business opportunity, the
costs theretofore incurred in the related investigation would not be
recoverable. Moreover, because many providers of goods and services require
compensation at the time or soon after the goods and services are provided,
the inability of the Company to pay until an indeterminate future time may
make it impossible to procure goods and services.

Competition
-----------

The Company expects to encounter substantial competition in its efforts to
locate attractive opportunities, primarily from business development companies,
venture capital partnerships and corporations, venture capital affiliates of
large industrial and financial companies, small investment companies, and
wealthy individuals. Many of these entities will have significantly greater
experience, resources and managerial capabilities than the Company and will
therefore be in a better position than the Company to obtain access to
attractive business opportunities. The Company also will experience competition
from other public "blind pool" companies, many of which may have more funds
available than does the Company.

                                       6
<PAGE>

Administrative Offices
----------------------

The Company currently maintains a mailing address at P.O. Box 461029, Glendale,
CO 80246, which is the mailing address of its President.  Other than this
mailing address, the Company does not currently maintain any office facilities,
and does not anticipate the need for maintaining office facilities at any time
in the foreseeable future. The Company pays no rent or other fees for the use
of this mailing address.

Employees
---------

The Company is a development stage company and currently has no employees.
Management of the Company expects to use consultants, attorneys and accountants
as necessary, and does not anticipate a need to engage any full-time employees
so long as it is seeking and evaluating business opportunities. The need for
employees and their availability will be addressed in connection with the
decision whether or not to acquire or participate in specific business
opportunities. No remuneration will be paid to the Company's officers except
as set forth under "Executive Compensation" and under "Certain Relationships
and Related Transactions."

Risk Factors
------------

1. Conflicts of Interest. Certain conflicts of interest may exist between the
Company and its officers and directors. They have other business interests to
which they devote their attention, and may be expected to continue to do so
although management time should be devoted to the business of the Company. As a
result, conflicts of interest may arise that can be resolved only through
exercise of such judgment as is consistent with fiduciary duties to the Company.
See "Conflicts of Interest."

It is anticipated that the Company's officers and directors may actively
negotiate or otherwise consent to the purchase of a portion of their common
stock as a condition to, or in connection with, a proposed merger or acquisition
transaction. In this process, the Company's officers may consider their own
personal pecuniary benefit rather than the best interests of other Company
shareholders, and the other Company shareholders are not expected to be afforded
the opportunity to approve or consent to any particular stock buy-out
transaction. See "Conflicts of Interest."

2. Need For Additional Financing. The Company has very limited funds, and such
funds may not be adequate to take advantage of any available business
opportunities. Even if the Company's funds prove to be sufficient to acquire an
interest in, or complete a transaction with, a business opportunity, the Company
may not have enough capital to exploit the opportunity. The ultimate success of
the Company may depend upon its ability to raise additional capital. The Company
has not investigated the availability, source, or terms that might govern the
acquisition of additional capital and will not do so until it determines a need
for additional financing. If additional capital is needed, there is no assurance
that funds will be available from any source or, if available, that they can be
obtained on terms acceptable to the Company. If not available, the Company's
operations will be limited to those that can be financed with its modest
capital.

                                       7
<PAGE>

3. Regulation of Penny Stocks. The Company's securities, when available for
trading, will be subject to a Securities and Exchange Commission rule that
imposes special sales practice requirements upon broker-dealers who sell such
securities to persons other than established customers or accredited investors.
For purposes of the rule, the phrase "accredited investors" means, in general
terms, institutions with assets in excess of $5,000,000, or individuals having
a net worth in excess of $1,000,000 or having an annual income that exceeds
$200,000 (or that, when combined with a spouse's income, exceeds $300,000).
For transactions covered by the rule, the broker-dealer must make a special
suitability determination for the purchaser and receive the purchaser's written
agreement to the transaction prior to the sale. Consequently, the rule may
affect the ability of broker-dealers to sell the Company's securities and also
may affect the ability of purchasers in this offering to sell their securities
in any market that might develop therefrom.

In addition, the Securities and Exchange Commission has adopted a number of
rules to regulate "penny stocks." Such rules include Rules 3a51-1, 15g-1,
15g-2, 15g-3, 15g-4, 15g-5, 15g-6, 15g-7, and 15g-9 under the Securities
Exchange Act of 1934, as amended. Because the securities of the Company may
constitute "penny stocks" within the meaning of the rules, the rules would apply
to the Company and to its securities. The rules may further affect the ability
of owners of Shares to sell the securities of the Company in any market that
might develop for them.

Shareholders should be aware that, according to Securities and Exchange
Commission, the market for penny stocks has suffered in recent years from
patterns of fraud and abuse. Such patterns include (i) control of the market
for the security by one or a few broker-dealers that are often related to the
promoter or issuer; (ii) manipulation of prices through prearranged matching of
purchases and sales and false and misleading press releases; (iii) "boiler room"
practices involving high-pressure sales tactics and unrealistic price
projections by inexperienced sales persons; (iv) excessive and undisclosed
bid-ask differentials and markups by selling broker-dealers; and (v) the
wholesale dumping of the same securities by promoters and broker-dealers after
prices have been manipulated to a desired level, along with the resulting
inevitable collapse of those prices and with consequent investor losses. The
Company's management is aware of the abuses that have occurred historically in
the penny stock market. Although the Company does not expect to be in a position
to dictate the behavior of the market or of broker-dealers who participate in
the market, management will strive within the confines of practical limitations
to prevent the described patterns from being established with respect to the
Company's securities.

4. Lack of Operating History. The Company was formed in March 1999 for the
purpose of seeking a business opportunity. Due to the special risks inherent in
the investigation, acquisition, or involvement in a new business opportunity,
the Company must be regarded as a new or start-up venture with all of the
unforeseen costs, expenses, problems, and difficulties to which such ventures
are subject.

5. No Assurance of Success or Profitability. There is no assurance that the
Company will acquire a favorable business opportunity. Even if the Company
should become involved in a business opportunity, there is no assurance that it
will generate revenues or profits, or that the market price of the Company's
Common Stock will be increased thereby.

                                       8
<PAGE>

6. Possible Business - Not Identified and Highly Risky. The Company has not
identified and has no commitments to enter into or acquire a specific business
opportunity and therefore can disclose the risks and hazards of a business or
opportunity that it may enter into in only a general manner, and cannot disclose
the risks and hazards of any specific business or opportunity that it may enter
into. An investor can expect a potential business opportunity to be quite risky.
The Company's acquisition of or participation in a business opportunity will
likely be highly illiquid and could result in a total loss to the Company and
its stockholders if the business or opportunity proves to be unsuccessful.
See Item 1 "Description of Business."

7. Type of Business Acquired. The type of business to be acquired may be one
that desires to avoid effecting its own public offering and the accompanying
expense, delays, uncertainties, and federal and state requirements which purport
to protect investors. Because of the Company's limited capital, it is more
likely than not that any acquisition by the Company will involve other parties
whose primary interest is the acquisition of control of a publicly traded
company. Moreover, any business opportunity acquired may be currently
unprofitable or present other negative factors.

8. Impracticability of Exhaustive Investigation. The Company's limited funds and
the lack of full-time management will likely make it impracticable to conduct a
complete and exhaustive investigation and analysis of a business opportunity
before the Company commits its capital or other resources thereto. Management
decisions, therefore, will likely be made without detailed feasibility studies,
independent analysis, market surveys and the like which, if the Company had more
funds available to it, would be desirable. The Company will be particularly
dependent in making decisions upon information provided by the promoter, owner,
sponsor, or others associated with the business opportunity seeking the
Company's participation. A significant portion of the Company's available funds
may be expended for investigative expenses and other expenses related to
preliminary aspects of completing an acquisition transaction, whether or not any
business opportunity investigated is eventually acquired.

9. Lack of Diversification. Because of the limited financial resources that the
Company has, it is unlikely that the Company will be able to diversify its
acquisitions or operations. The Company's probable inability to diversify its
activities into more than one area will subject the Company to economic
fluctuations within a particular business or industry and therefore increase the
risks associated with the Company's operations.

10. Reliance upon Financial Statements. The Company generally will require
audited financial statements from companies that it proposes to acquire. Given
cases where audited financials are available, the Company will have to rely upon
interim period unaudited information received from target companies' management
that has not been verified by outside auditors. The lack of the type of
independent verification which audited financial statements would provide,
increases the risk that the Company, in evaluating an acquisition with such a
target company, will not have the benefit of full and accurate information about
the financial condition and recent interim operating history of the target
company. This risk increases the prospect that the acquisition of such a company
might prove to be an unfavorable one for the Company or the holders of the
Company's securities.

                                       9
<PAGE>

CAUTIONARY STATEMENT FOR PURPOSES OF THE "SAFE HARBOR" PROVISIONS OF THE PRIVATE
SECURITIES LITIGATION REFORM ACT OF 1995. Except for historical matters, the
matters discussed in this Form 10-KSB are forward-looking statements based on
current expectations, and involve risks and uncertainties. Forward-looking
statements include, but are not limited to, statements under the following
headings:

(i) "Description of Business - General" - the general description of the
Company's plan to seek a merger or acquisition candidate, and the types of
business opportunities that may be pursued.

(ii) "Description of Business - Investigation and Selection of Business
Opportunities" - the steps which may be taken to investigate prospective
business opportunities, and the factors which may be used in selecting a
business opportunity.

(iii) "Description of Business - Form of Acquisition" - the manner in which the
Company may participate in a business acquisition.

The Company wishes to caution the reader that there are many uncertainties and
unknown factors which could affect its ability to carry out its business plan in
the manner described herein.


ITEM 2.   Description of Property.

The Company currently maintains a mailing address at P.O. Box 461029, Glendale
CO, which is the address of its President. The Company pays no rent for the use
of this mailing address. The Company does not believe that it will need to
maintain an office at any time in the foreseeable future in order to carry out
its plan of operations described herein. The Company's telephone number is
(303) 394-1187.

The Company currently has no investments in real estate, real estate mortgages,
or real estate securities, and does not anticipate making any such investments
in the future. However, the policy of the Company with respect to investment in
real estate assets could be changed in the future without a vote of security
holders.


ITEM 3.   Legal Proceedings.

The Company is not a party to any legal proceedings, and no such proceedings
are known to be contemplated.

No director, officer or affiliate of the Company, and no owner of record or
beneficial owner of more than 5.0% of the securities of the Company, or any
associate of any such director, officer or security holder is a party adverse
to the Company or has a material interest adverse to the Company in reference
to pending litigation.


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

None.

                                      10
<PAGE>


                                    PART II

ITEM 5.   Market for Common Equity and Related Shareholder Matters.

There is not currently a public trading market for the Company's securities.
Such securities are currently held of record by a total of approximately 37
persons.

No dividends have been declared or paid on the Company's securities, and it is
not anticipated that any dividends will be declared or paid in the foreseeable
future.


ITEM 6.   Management's Discussion and Analysis or Plan of Operation.

Certain  statements in this report,  including  statements in the following
discussion  which are not  statements of historical  fact, are what are known as
"forward looking  statements," which are basically  statements about the future.
For that reason,  these statements involve risk and uncertainty since no one can
accurately  predict  the  future.  Words  such as  "plans,"  "intends,"  "will,"
"hopes,"  "seeks,"  "anticipates,"  "expects"  and the like often  identify such
forward looking statements,  but are not the only indication that a statement is
a forward-looking  statement. Such forward looking statements include statements
concerning  our plans and  objectives  with  respect to the  present  and future
operations  of the  Company,  and  statements  which  express or imply that such
present and future operations will or may produce  revenues,  income or profits.
Numerous  factors and future events could cause the Company to change such plans
and  objectives  or fail to  successfully  implement  such plans or achieve such
objectives,  or cause  such  present  and future  operations  to fail to produce
revenues, income or profits. Therefore, the reader is advised that the following
discussion  should be considered  in light of the  discussion of risks and other
factors  contained  in this  report  on Form  10KSB and in the  Company's  other
filings with the Securities and Exchange Commission.  No statements contained in
the  following  discussion  should be  construed  as a guarantee or assurance of
future performance or future results.

     The Company  remains in the  development  stage.  Since  inception,  it has
received cash  proceeds of $9,770 from sale of stock.  It has also issued shares
for services valued at $60,200.  It has received additional cash contributions
of $500 from certain shareholders without the issuance of additional shares.
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 fiscal year ended September 30, 2004, reflects a current
asset value of $49, which is in the form of cash, current liabilities of $0,
and a deficit of $70,421 accumulated during the development stage.

                                      11
<PAGE>
Results of Operations
---------------------

     During the period  from March 3, 1999  (inception)  through  September 30,
2004, the Company has accumulated a deficit of $70,421.  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.

     From the date of filing of its registration  statement under the Securities
Exchange Act of 1934 (January 6, 2000) until the end of the first quarter of its
September 2001 fiscal year,  the Company  filed all required  periodic  reports
under the Securities  Exchange Act of 1934.  After  completing the filing of the
report on Form 10QSB for the period ended December 31, 2000, the Company ceased
filing  reports  in order to avoid  incurring  additional  legal and  accounting
expenses.

     After the first quarter of its  September 2001 fiscal  year,  the Company
remained  dormant for the remainder of 2001, 2002, 2003, 2004, and the first two
quarters of its September 2005 fiscal year.  The Company incurred only minimal
expenses for legal and accounting fees as well as state registration fees during
the period it  remained  dormant,  and it also  ceased  all  efforts  related
to seeking a suitable merger or acquisition candidate.

Plan of Operations and Need for Additional Financing
----------------------------------------------------

     The Company's  plan of operations for most of 2005 was to remain dormant in
order to avoid  incurring  legal and accounting  fees related to compliance with
its reporting  obligations.  However,  in June 2005, 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.  At that  time,  the  Company  also initiated
efforts to locate a suitable merger or acquisition candidate.

     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. For  information as to the Company's  policy in regard
to  payment  for   consulting   services,   see   "Certain   Relationships   and
Transactions."
                                      12
<PAGE>


ITEM 7.   Financial Statements.



                                    PART F/S

                           FRANKLYN RESOURCES II, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          INDEX TO FINANCIAL STATEMENTS

                                    CONTENTS

                                                                     PAGE
                                                                     ----

Report of Independent Registered Public Accounting Firm               F1

Balance Sheet, September 30, 2004                                     F2

Statements of Operations for the years ended
September 30, 2004 and 2003 and for the period from
Inception (March 3, 1999) to September 30, 2004                       F3

Statements of Stockholders' Equity, period from
Inception (March 3, 1999) to September 30, 2004                       F4

Statements of Cash Flows for the years ended
September 30, 2004 and 2003 and for the period from                   F5
Inception (March 3, 1999) to September 30, 2004

Notes to Financial Statements                                        F6-8


                                       4
<PAGE>



                          [COMISKEY & CO. LETTERHEAD]

           REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


Board of Directors
Franklyn Resources II, Inc.
Glendale, CO


We have audited the accompanying balance sheet of Franklyn Resources II, Inc.
(the "Company") (A Development Stage Company), as of September 30, 2004, and the
related statements of operations, stockholders' equity, and cash flows for the
years ended September 30, 2004 and 2003, and for the period from inception
(March 3, 1999) to September 30, 2004.  These financial statements are the
responsibility of the Company's management.  Our responsibility is to express
an opinion on these financial statements based on our audit.

We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States).  Those standards require that we
plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement.  An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements.  An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation.  We believe that our
audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Franklyn Resources II, Inc.
(A Development Stage Company) as of September 30, 2004, and the results of its
operations and cash flows for the years ended September 30, 2004 and 2003, and
for the period from inception (March 3, 1999) to September 30, 2004, in
conformity with accounting principles generally accepted in the United States
of America.

The accompanying  financial  statements have been prepared  assuming the Company
will  continue  as a going  concern.  As  discussed  in Note 5, the  Company has
negative  working  capital  and a deficit  in  equity.  These  conditions  raise
substantial  doubt about the Company's  ability to continue as a going  concern.
Management's  plans with respect to this condition are also discussed in Note 5.
These  financial  statements  do not  contain  any  adjustments  which  might be
necessary if the Company is unable to continue.


Denver, CO
June 24, 2005


/s/ Comiskey & Company


Professional Corporation

                                       F1
<PAGE>



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



                                                                 September 30,
                                                                     2004
                                                                     ----

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
                                                                 ==============


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


                                       F2


<PAGE>


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





<TABLE>
                                          For the period
                                          from inception        For the year        For the year
                                         (March 3, 1999)               ended               ended
                                         to September 30,       September 30,       September 30,
                                                    2004                2004                2003
                                        ----------------    ----------------    ----------------

<S>                                     <C>                 <C>                 <C>
REVENUES                                $             -     $             -     $             -

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

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

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

Accumulated deficit

Balance, beginning of period                          -             (69,921)            (69,746)
                                        ----------------    ----------------    ----------------

Balance, end of period                  $       (70,421)    $       (70,421)    $       (69,921)
                                        ================    ================    ================

NET LOSS PER SHARE                      $         (0.02)    $          (NIL)    $          (NIL)
                                        ================    ================    ================

WEIGHTED AVERAGE NUMBER OF
SHARES OUTSTANDING                            3,376,468           3,416,000           3,416,000
                                        ================    ================    ================
</TABLE>

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


                                       F3

<PAGE>
                           FRANKLYN RESOURCES II, INC.
                          (A Development Stage Company)
                       STATEMENTS OF STOCKHOLDERS' EQUITY
<TABLE>
                                                                                          Deficit
                                               Common stock                           accumulated
                                               ------------             Additional     during the           Total
                                           Number of                       paid-in    development   stockholders'
                                              shares         Amount        capital          stage          equity
                                        ------------   ------------   ------------   ------------    ------------

<S>                                       <C>          <C>            <C>            <C>             <C>
Common stock issued for
     cash and services,
     May 26, 1999
     at $0.02 per share                   3,150,000    $     3,150    $    59,850    $         -     $    63,000

Common stock issued for
     cash, May 26, 1999
     at $0.02 per share                      31,000             31            589              -             620

Net loss for the period ended
    September 30, 1999                            -              -              -        (61,390)        (61,390)
                                        ------------   ------------   ------------   ------------    ------------

Balance, September 30, 1999               3,181,000          3,181         60,439        (61,390)          2,230

Common stock issued for services,
     December 31, 1999
     at $0.01 per share                      35,000             35            315              -             350

Common stock issued for cash,
     February 16, 2000
     at $0.03 per share                     200,000            200          5,800              -           6,000

Net loss for the year ended
    September 30, 2000                            -              -              -         (5,037)         (5,037)
                                        ------------   ------------   ------------   ------------    ------------

Balance, September 30, 2000               3,416,000          3,416         66,554        (66,427)          3,543

Net loss for the year ended
    September 30, 2001                            -              -              -         (2,962)         (2,962)
                                        ------------   ------------   ------------   ------------    ------------

Balance, September 30, 2001               3,416,000          3,416         66,554        (69,389)            581

Net loss for the year ended
    September 30, 2002                            -              -              -           (357)           (357)
                                        ------------   ------------   ------------   ------------    ------------

Balance, September 30, 2002               3,416,000          3,416         66,554        (69,746)            224

Net loss for the year ended
    September 30, 2003                            -              -              -           (175)           (175)
                                        ------------   ------------   ------------   ------------    ------------

Balance, September 30, 2003               3,416,000          3,416         66,554        (69,921)             49

Shareholder contributions
    February 23, 2004                                                         500                            500

Net loss for the year ended
    September 30, 2004                            -              -              -           (500)           (500)
                                        ------------   ------------   ------------   ------------    ------------

Balance, September 30, 2004               3,416,000    $     3,416    $    67,054    $   (70,421)    $        49
                                        ============   ============   ============   ============    ============
</TABLE>

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


                                       F4
<PAGE>

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


<TABLE>
                                               For the period
                                               from inception        For the year         For the year
                                              (March 3, 1999)               ended                ended
                                              to September 30,       September 30,        September 30,
                                                         2004                2004                 2003
                                             ----------------    ----------------     ----------------

<S>                                          <C>                 <C>                  <C>
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 notes are an integral part of these financial statements.


                                       F5
<PAGE>

                           FRANKLYN RESOURCES II, INC.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                           SEPTEMBER 30, 2004 AND 2003

NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES AND PROCEDURES

Development Stage Company
-------------------------
Franklyn Resources II, Inc. (a development stage company) (the  "Company")  was
incorporated  under  the laws of the  State of  Nevada  on  March 3,  1999.  The
principal office of the corporation is P.O. Box 461029, Glendale CO 80246.

The Company is a new enterprise in the development stage as defined by Statement
No. 7 of the  Financial  Accounting  Standards  Board and has not engaged in any
business other than  organizational  efforts.  It has no full-time employees and
owns no real property. The Company intends to operate as a capital market access
corporation by  registering  with the U.S.  Securities  and Exchange  Commission
under the Securities  Exchange Act of 1934.  After this, the Company  intends to
seek to acquire one or more existing  businesses that have existing  management,
through  merger or  acquisition.  Management of the Company will have  virtually
unlimited discretion in determining the business activities in which the Company
might engage.

Accounting Method
-----------------
The Company records income and expenses on the accrual method.

Fiscal Year
-----------
The fiscal year of the corporation is September 30.

Loss per Share
--------------
Loss per  share  was  computed  using  the  weighted  average  number  of shares
outstanding  during the period.  Shares issued to insiders in  anticipation of a
public offering have been accounted for as outstanding since inception.

Organization Costs
------------------
Costs to incorporate the Company are charged to expense as incurred.

Financial Instruments
---------------------
Unless  otherwise  indicated,   the  fair  value  of  all  reported  assets  and
liabilities  that represent  financial  instruments  (none of which are held for
trading purposes) approximate the carrying values of such amount.

Statements of Cash Flows
------------------------
For purposes of the statements of cash flows,  the Company  considers all highly
liquid debt instruments  purchased with an original  maturity of three months or
less to be cash equivalents.

                                      F6
<PAGE>

Use of Estimates
----------------
The  preparation  of the  Company's  financial  statements  in  conformity  with
generally accepted accounting  principles  requires the Company's  management to
make  estimates  and  assumptions  that  effect the  amounts  reported  in these
financial  statements and accompanying  notes.  Actual results could differ from
those estimates.

Consideration of Other Comprehensive Income Items
-------------------------------------------------
SFAS  130 -  Reporting  Comprehensive  Income,  requires  companies  to  present
comprehensive  income  (consisting  primarily  of net income  plus other  direct
equity  changes and credits) and its  components as part of the basic  financial
statements.  For the year ended  September 30, 2004,  the  Company's  financial
statements do not contain any changes in equity that are required to be reported
separately in comprehensive income.

Stock Basis
-----------
Shares of common  stock  issued for other than cash have been  assigned  amounts
equivalent to the fair value of the service or assets received in exchange.

Recent Pronouncements
---------------------
In November 2004, the FASB issued SFAS No. 151, Inventory Costs, an amendment of
ARB No. 43, Chapter 4. SFAS No. 151 amends the guidance in ARB No.43, Chapter 4,
Inventory Pricing, to clarify the accounting for abnormal amounts of idle
facility expense, freight, handing costs, and spoilage. This statement requires
that those items be recognized as current period charges regardless of whether
they meet the criterion of "so abnormal" which was the criterion specified in
ARB No. 43. In addition, this Statement requires that allocation of fixed
production overheads to the cost of production be based on normal capacity of
the production facilities. This pronoucement is effective for the Company
beginning October 1, 2005. The Company does not believe adopting this new
standard will have a significant impact to its financial statements.

In December 2004, the FASB issued SFAS No. 123 (revised 2004). Share-Based
Payment, which is a revision of SFAS No. 123, Accounting for Stock-Based
Compensation. SFAS No. 123(R) supersedes APB Opinion No.25, Accounting for Stock
Issued to Employees and amends SFAS No. 95, Statement of Cash Flows. Generally,
the approach in SFAS No. 123(R) is similar to the approach described in SFAS
No. 123. However, SFAS No.123(R) requires all share-based payments to employees,
including grants of employee stock options, to be recognized in the income
statement based on their fair values. Pro forma disclosure is no longer an
alternative. The new standard will be effective for the Company in the first
interim or annual reporting period beginning after December 15, 2005. The
Company expects the adoption of this standard will have a material impact on
its financial statements assuming employee stock options are granted in the
future.

                                      F7
<PAGE>

2.   Stockholders' Equity
     --------------------
As of September 30, 2001, 25,000,000  shares of  the Company's  $0.001 par value
common  stock  had  been   authorized,   of  which  3,416,000  were  issued  and
outstanding. Of the total shares authorized for issuance,  3,150,000 were issued
for cash of $0.001 per share and  services of $0.019 per share,  with a total of
$59,850  recorded as general and  administrative  costs in  connection  with the
formation of the Company. 31,000 shares were issued for cash of $0.02 per share,
35,000 shares were issued for services of $0.01 per share, and 200,000 shares
were issued for cash of $0.03 per share.

3.   Related Party Transactions
     --------------------------
As of the date hereof,  two shareholders are acting as officers and directors of
the  Company,  and  are  the  owners  of  2,000,000  shares  of its  issued  and
outstanding common stock, constituting approximately 60% of the Company's issued
and  outstanding  common  stock.  The shares  were issued for cash of $0.001 per
share and services provided which have been valued at a total of $38,000.

Officers and directors are reimbursed for all out-of-pocket expenses.

4.   Income Taxes
     ------------
The Company has Federal net operating loss carryforwards of approximately
$70,000 expiring between the years 2019 through 2024.  The tax benefit of these
net operating losses is approximately $13,000 and has been offset by a full
allowance for realization. For the year ended September 30, 2004 the allowance
increased by $95.  This carryforward may be limited upon consummation of a
business combination under IRC Section 381.


5.   Going Concern
     -------------
The Company has incurred  losses  since  inception  and has negative  equity and
working  capital.  Management  plans to fund  operations of the Company  through
non-interest bearing advances from existing  shareholders, private placements of
restricted securities, or the issuance of stock in lieu of cash for payment of
services until such time as a business combination or other profitable
investment may be achieved.  There are no written  agreements in place for such
funding or issuance of securities, and there can be no assurance that such will
be available in the future.


                                       F8

<PAGE>


ITEM 8.   Changes in and Disagreements With Accountants on Accounting and
          Financial Disclosure.

None.


ITEM 8A.  Controls and Procedures.

     The Securities and Exchange Commission defines the term disclosure controls
and  procedures  to mean a  company's  controls  and other  procedures  that are
designed to ensure that information required to be disclosed in the reports that
it files or  submits  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. The Company maintains such
a system of controls and procedures in an effort to ensure that all  information
which it is required  to  disclose in the reports it files under the  Securities
Exchange Act of 1934 is recorded, processed,  summarized and reported within the
time periods specified under the SEC's rules and forms.

     Based on an evaluation  performed,  the Company's  certifying officers have
concluded  that the  disclosure  controls and  procedures  were  effective as of
September 30, 2004, to provide reasonable  assurance of the achievement of these
objectives.

     There  was no change  in the  Company's  internal  control  over  financial
reporting  during  the  quarter  ended September 30, 2004,  that has  materially
affected,  or is reasonably likely to materially  affect, the Company's internal
control over financial reporting.


                                      14
<PAGE>

                                    PART III

ITEM 9.   Directors, Executive Officers, Promoters and Control Persons;
          Compliance With Section 16(a) of the Exchange Act.

The directors and executive  officers  currently serving the Company are as
follows:

Name                    Age      Positions Held and Tenure
----                    ---      -------------------------
Frank L. Kramer          62      President and a Director since March, 1999
Deborah A. Salerno       51      Secretary, Treasurer, and a Director since
                                 March, 1999

     The directors  named above will serve until the next annual  meeting of the
Company's stockholders. Thereafter, directors will be elected for one-year terms
at the annual stockholders'  meeting.  Officers will hold their positions at the
pleasure of the board of directors,  absent any employment  agreement,  of which
none  currently  exists  or  is   contemplated.   There  is  no  arrangement  or
understanding  between any of the  directors  or officers of the Company and any
other person  pursuant to which any director or officer was or is to be selected
as a director or officer.

     The directors and officers will devote their time to the Company's  affairs
on an "as needed" basis, which, depending on the circumstances,  could amount to
as little as two hours per month,  or more than forty hours per month,  but more
than likely will fall within the range of five to ten hours per month.

Biographical Information
------------------------

FRANK L. KRAMER

     Frank L. Kramer, 62, is the President and a director of the Company.  He
retired in 2001 from his activities as a self-employed  financial consultant, a
pursuit he had engaged in for twenty  years.  Mr. Kramer is also president and
a director of Fi-tek VII, Inc. He was formerly secretary/treasurer and a
director of OSK Capital I Corp. (1999). He is  president and a director of
Franklyn Resources, Inc., Franklyn Resources II, Inc., Park Hill Capital I Corp.
Park Hill Capital II Corp. and Park Hill Capital III Corp.  He was the
secretary/treasurer and a director of OSK Capital II Corp. and OSK Capital III
Corp. from 1999 to 2004.

     Following his graduation from Louisiana  State  University with a degree in
Business Administration in 1964, Mr. Kramer served as an officer for three years
in the U.S. Navy,  whereupon he was employed by New York Life Insurance  Company
in the  capacity  of  general  manager  until  he  entered  into  his  financial
consultant activities.

                                      15
<PAGE>

DEBORAH A. SALERNO

     Deborah  A.  Salerno,  51,  is  the  Company's  Secretary/Treasurer and a
director, positions she has held since March 1999.  She is president and sole
owner of DAS Consulting LLC, a private entity located in New York City providing
financial consulting  services to  corporations  since  1988.  Ms. Salerno  was
formerly president and a director of Bishop Equities,  Inc. from 1993 to 1999,
and vice president and a director of Strategic Acquisitions, Inc. from 1989 to
2004. She has also acted as president and director of OSK Capital III Corp.
(1999). Ms. Salerno is secretary/treasurer and a director of Franklyn Resources,
Inc., Franklyn  Resources II, Inc., Park Hill Capital I Corp., Park Hill Capital
II Corp. and Park Hill Capital III Corp. She was the president and a director of
OSK Capital II Corp. and OSK Capital III Corp. from 1999 to 2004.


Compliance With Section 16(a) of the Exchange Act.
--------------------------------------------------

Each of the Company's officers and directors are in compliance with
Section 16(a) of the Exchange Act.

Audit Committee and Audit Committee Financial Expert

The entire board of directors of the Company serves as its audit committee. The
Company does not have an audit committee financial expert serving on its audit
 committee because it believes that the time and expense associated with
locating such a financial expert is not justified during the time that the
Company remains in the development stage as a blind pool or blank check company.

Code of Ethics

    The Company has adopted a code of ethics which applies to its principal
executive officer, principal financial officer, principal accounting officer or
persons performing similar functions. A copy of this code of ethics was
previously included as an exhibit to our annual report on Form 10-KSB for the
fiscal year ended September 30, 2003, and is incorporated herein by reference.


Item 10.  Executive Compensation.

No officer or director  received any  remuneration  from the Company during
the fiscal  year.  Until the  Company  acquires  additional  capital,  it is not
intended that any officer or director will receive compensation from the Company
other than  reimbursement for  out-of-pocket  expenses incurred on behalf of the
Company. See "Certain  Relationships and Related  Transactions." The Company has
no stock option, retirement, pension, or profit-sharing programs for the benefit
of  directors,  officers  or other  employees,  but the Board of  Directors  may
recommend adoption of one or more such programs in the future.


                                      16
<PAGE>

Item 11.  Security Ownership of Certain Beneficial Owners and
          Management.

     The following  table sets forth, as of the end of the Company's most recent
fiscal  year,  the  number  of  shares  of  Common  Stock  owned of  record  and
beneficially by executive officers,  directors and persons who hold 5.0% or more
of the  outstanding  Common Stock of the Company.  Also  included are the shares
held by all executive officers and directors as a group.

                              Number of Shares Owned
Name and Address                        Beneficially     Percent of Class Owned
----------------              ----------------------     ----------------------

Frank L. Kramer (1) (2)
P.O. Box 461029
Glendale, CO 80246                         1,150,000                     33.67%

Deborah A. Salerno (1)
355 South End, 22B
New York, NY 10280                         1,000,000                     29.27%

John P. O'Shea
355 South End, 22B
New York, NY 10280                         1,000,000                     29.27%

All directors and executive
officers (2 persons)                       2,150,000                     62.94%

(1)  The person listed is an officer, a director, or both, of the Company.
(2)  Includes 150,000 shares owned by Mr. Kramer's  spouse,  of which Mr. Kramer
may be deemed to be the beneficial owner.


ITEM 12. Certain Relationships and Related Transactions.

Indemnification of Officers and Directors
-----------------------------------------

     The Articles of Incorporation  and the Bylaws of the Company do not provide
for indemnification of officers,  directors or controlling  persons. The General
Corporation  Law of the State of Nevada (NRS  78.7502)  provides  that,  "to the
extent that a director,  officer,  employee or agent of a  corporation  has been
successful  on the  merits  or  otherwise  in  defense  of any  action,  suit or
proceeding...or  in  defense  of  any  claim,  issue  or  matter  therein,   the
corporation  shall indemnify him against  expenses,  including  attorney's fees,
actually and reasonably incurred by him in connection with the defense."

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be  permitted  to  directors,  officers or persons  controlling  the
Company  pursuant to the  foregoing  provisions,  the Company has been  informed
that,  in  the  opinion  of  the  Securities  and  Exchange   Commission,   such
indemnification  is  against  public  policy  as  expressed  in that Act and is,
therefore, unenforceable.

                                      17
<PAGE>

Exclusion of Liability
----------------------

     Nevada Statutes exclude personal  liability of its directors to the Company
and its stockholders for monetary damages for breach of fiduciary duty except in
certain specified circumstances.  Accordingly, the Company will have a much more
limited right of action against its directors than otherwise  would be the case.
This  provision  does not affect the liability of any director  under federal or
applicable state securities laws.

Conflicts of Interest
---------------------

     None of the  officers of the Company will devote more than a portion of his
or her time to the affairs of the Company. There will be occasions when the time
requirements  of  the  Company's  business  conflict  with  the  demands  of the
officers' other business and investment  activities.  Such conflicts may require
that the Company attempt to employ additional  personnel.  There is no assurance
that the services of such persons will be available or that they can be obtained
upon terms favorable to the Company.

     Each of the Company's officers and directors also are officers,  directors,
or both of several other  Colorado  based  development-stage corporations in the
same business as the Company.  These companies may be in direct competition with
the Company for available opportunities.

     Company management, and other principal shareholders of the Company, intend
to actively negotiate or otherwise consent to the purchase of a portion of their
common stock as a condition  to, or in  connection  with,  a proposed  merger or
acquisition transaction. Members of management acquired their initial shares for
cash of $0.001 and services valued at $0.019 per share.  Additional  shares were
issued for cash and  services at per share  prices  ranging from $0.01 to $0.03.
The total purchase  price for all presently  issued and  outstanding  shares was
$69,970,  of which $9,770 was paid in cash,  and $60,200 was paid in the form of
performance  of services.  It is anticipated  that a substantial  premium may be
paid by the  purchaser  in  conjunction  with any sale of  shares  by  officers,
directors or  affiliates  of the Company  which is made as a condition to, or in
connection with, a proposed merger or acquisition  transaction.  The fact that a
substantial premium may be paid to Company officers, directors and affiliates to
acquire their shares  creates a conflict of interest for them and may compromise
their state law fiduciary duties to the Company's other shareholders.  In making
any such sale, Company officers, directors and affiliates may consider their own
personal pecuniary benefit rather than the best interests of the Company and the
Company's other shareholders,  and the other shareholders are not expected to be
afforded  the  opportunity  to  approve or  consent  to any  particular  buy-out
transaction involving shares held by members of Company management.


                                      18
<PAGE>
ITEM 13.  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.


ITEM 14.  Principal Accountant Fees and Services.

Audit Fees
----------

The  aggregate  fees billed by Comiskey & Co.,  P.C. for audit of the  Company's
financial  statements were $0 for the fiscal year ended September 30, 2004, and
$0 for the fiscal year ended  September 30, 2003.

Audit-Related Fees
------------------

Comiskey & Co.,  P.C.  did not bill the Company any  amounts for  assurance  and
related  services  that were  related  to its  audit or review of the  Company's
financial  statements  during the fiscal  years  ending  September 30,  2004 or
September 30, 2003.

Tax Fees
--------

The aggregate fees billed by Comiskey & Co. P.C. for tax compliance,  advice and
planning  were $0 for the fiscal  year ended  September 30, 2004 and $0 for the
fiscal year ended September 30, 2003.

All Other Fees
--------------

Comiskey & Co.,  P.C.  did not bill the Company for any  products  and  services
other than the  foregoing  during the fiscal years ended  September 30, 2004 and
September 30, 2003.

                                      19
<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





                                      20




<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 annual report on Form 10-KSB of Franklyn Resources II,
   Inc. (the "Registrant");

2. Based on my knowledge, this annual 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 annual 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 annual 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 annual report on Form 10-KSB of Franklyn Resources II,
   Inc. (the "Registrant");

2. Based on my knowledge, this annual 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 annual 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 annual 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
---------------------------------------
Deboarh 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 Annual Report on Form 10-KSB of Franklyn
Resources II Inc. (the "Company") for the year ended September 30, 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 32.1
                     Certification Pursuant to Section 906
                       of the Sarbanes-Oxley Act of 2002


In connection with the filing of the Annual Report on Form 10-KSB of Franklyn
Resources II Inc. (the "Company") for the year ended September 30, 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