EXHIBIT 31.1

      I, Francis Mailhot, certify that:

      1.    I have  reviewed this annual report on Form 10-KSB of OSK CAPITAL II
CORP.;

      2.    Based on my  knowledge,  this  report  does not  contain  any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made, not misleading with respect to the period covered by this report;

      3.    Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects the
financial  condition,  results of operations and cash flows of the 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,  including its consolidated subsidiaries,  is made known to us
      by others within those entities,  particularly  during the period in which
      this report is being prepared;

            (b)   Evaluated the  effectiveness  of the  registrant's  disclosure
      controls and procedures 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  auditor  and  the  audit  committee  of  the
registrant's   board  of  directors  (or  persons   performing   the  equivalent
functions):

            (a)   All  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.


Dated:  May 3, 2005

        /s/ Francis Mailhot
        ------------------------------------------
        Francis Mailhot, Chief Executive Officer