U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   Form 10-KSB
                                   -----------


[X]  Annual report under section 13 or 15(d) of the  Securities  Exchange Act of
     1934 for the fiscal year ended September 30, 2002.

[ ]  Transition  report under section 13 or 15(d) of the  Securities  Exchange
     Act of 1934 for the transition period from        to       .
                                                ------    ------

                           Commission File No: 0-28793

                              OSK CAPITAL II CORP.
                              --------------------
                     (Name of small business in its charter)

                    Nevada                                 84-1491673
                    ------                                 ----------
(State or other jurisdiction of incorporation) (IRS Employer Identification No.)

P.O. Box 461029, Glendale, Colorado                                    80246
-------------------------------------                                 --------
Address of Principal Executive Office                                 Zip Code

Issuer's telephone number: (303) 394-1187
                          ----------------

           Securities to be registered under Section 12(b) of the Act:

                               Title of each class
                                       N/A

           Securities to be registered 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  Securities  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 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.
                              -----

State issuer's revenue for its most recent fiscal year:  $ -0-

State the  aggregate  market  value of the voting  stock held by  non-affiliates
computed by reference  to the price at which the stock was sold,  or the average
bid and asked  priced of such stock,  as of a specified  date within the past 60
days (See definition of affiliate in Rule 12b-2): -0-


                                                                               1
<PAGE>






Note:  If  determining  whether  a  person  is  an  affiliate  will  involve  an
unreasonable  effort and expense,  the issuer may calculate the aggregate market
value of the common  equity held by  non-affiliates  on the basis of  reasonable
assumptions, if the assumptions are stated.

(Issuers involved in bankruptcy proceedings during the past five years):

Check  whether the issuer has filed all  documents  and  reports  required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the  distribution  of
securities under a plan confirmed by a court.  Yes      No
                                                  -----   -----

(Applicable  only  to  corporate   registrants)   State  the  number  of  shares
outstanding of each of the issuer's  classes of common equity,  as of the latest
practicable date: 3,416,000 as of September 30, 2002.

(Documents   incorporated   by  reference.   If  the  following   documents  are
incorporated  by reference,  briefly  describe them and identify the part of the
Form  10-KSB  (e.g.   Part  I,  Part  II,  etc.)  into  which  the  document  is
incorporated:  (1) any  annual  report  to  security  holders;  (2) any proxy or
information  statement;  and (3) any prospectus filed pursuant to Rule 424(b) or
(c) of the  Securities  Act of 1933  ("Securities  Act").  The listed  documents
should be clearly described for identification purposes.




































                                                                               2
<PAGE>






PART I
------

ITEM 1.  DESCRIPTION OF BUSINESS.
---------------------------------

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

     At of the end of its fiscal year ending September 30, 2002, the Company has
not identified  any business  opportunity  that it plans to pursue,  nor has the
Company  reached  any  agreement  or  definitive  understanding  with any person
concerning an acquisition.

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

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

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

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

Other Entities
--------------

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

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



                                                                               3
<PAGE>






approaches substantially,  expand significantly, change product emphasis, change
or substantially augment management, or make other 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.

     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 in that  event,  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:

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

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

     (3)  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;

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




                                                                               4
<PAGE>






     (5)  The  availability  of audited  financial  statements  for the business
opportunity; and

     (6)  Whether,  following the business combination,  the financial condition
of the business  opportunity  would be, or would have a significant  prospect in
the  foreseeable  future of becoming  sufficient to enable the securities of the
Company  to  qualify  for  listing on an  exchange  or on a  national  automated
securities quotation system, such as NASDAQ.

     No one of the factors  described above will be controlling in the selection
of a business  opportunity,  and management  will attempt to analyze all factors
appropriate to the opportunity  and make a  determination  based upon reasonable
investigative  measures and available data.  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.

     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



                                                                               5
<PAGE>






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").

     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.




                                                                               6
<PAGE>






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.

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

     The  Company  currently  maintains  a mailing  address at P.O.  Box 461029,
Glendale,  Colorado 80246. Other than this mailing address, the Company does not
currently maintain any other 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."

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.






                                                                               7
<PAGE>






ITEM 2.  DESCRIPTION OF PROPERTY.
---------------------------------

     The  Company  currently  maintains  a mailing  address at P.O.  Box 461029,
Glendale,  Colorado 80246.  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 pending  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.
-------------------------------------------------------------

     No matters were submitted to a vote of the security  holders of the Company
during the fourth quarter of the fiscal year which ended September 30, 2002.


Part II
-------

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER 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 36 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.









                                                                               8
<PAGE>






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,   and  recorded   $69,493  as  general  and
administrative  costs in connection  with formation of the Company.  The Company
has also  expended  a portion of its cash and the  expenditure  of such funds in
furtherance of its business plan,  including  primarily  expenditure of funds to
pay legal and accounting expenses. Consequently, the Company's balance sheet for
the fiscal year ended  September  30,  2002,  reflects a current  asset value of
$477, current liabilities of $0, and a deficit of $69,493 accumulated during the
development stage.

Results of Operations
---------------------

     During the period  from March 2, 1999  (inception)  through  September  30,
2002, the Company has accumulated a deficit of $69,493.  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, and throughout most of 2003.
The Company incurred no expenses for legal and accounting 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 2003 was to remain dormant in
order to avoid  incurring  legal and accounting  fees related to compliance with
its reporting  obligations.  However,  in September 2003, 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


                                                                               9
<PAGE>






Securities  Exchange  Act of 1934.  At that  time,  the  Company  also  began to
initiate 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."

ITEM 7.  FINANCIAL STATEMENTS.
------------------------------

     See following pages.
































                                                                              10
<PAGE>






OSK CAPITAL II CORP.
(A Development Stage Company)

Report of Independent Public Accountants
Balance Sheet
Statements of Operations
Statement of Stockholders' Equity
Statements of Cash Flows
Notes to Financial Statements















































                                                                              11
<PAGE>






                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
                    ----------------------------------------


The Board of Directors and Stockholders of
OSK Capital II Corp.

We have  audited  the  accompanying  balance  sheet of OSK  Capital II Corp.  (a
development stage company) as of September 30, 2002, and the related  statements
of  operations,  stockholders'  equity,  and  cash  flows  for the  years  ended
September 30, 2002 and 2001, and for the period from  inception  (March 2, 1999)
to September 30, 2002. 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 audits.

We conducted our audits in accordance with auditing standards generally accepted
in the  United  States of  America.  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  audits  provide  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 OSK Capital II Corp.  as of
September  30, 2002,  and the results of its  operations  and cash flows for the
years  ended  September  30, 2002 and 2001,  and for the period  from  inception
(March 2, 1999) to September 30, 2002 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, Colorado
December 1, 2003                                        PROFESSIONAL CORPORATION




















                                                                              12
<PAGE>





                              OSK CAPITAL II CORP.
                          (A Development Stage Company)
                                  BALANCE SHEET
                               September 30, 2002


ASSETS

CURRENT ASSETS
Cash and cash equivalents                                        $         477
                                                                 --------------

Total current assets                                                       477
                                                                 --------------

TOTAL ASSETS                                                     $         477
                                                                 ==============

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                                              66,554
Deficit accumulated during the development
stage                                                                  (69,493)
                                                                 --------------

                                                                           477
                                                                 --------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                       $         477
                                                                 ==============


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



















                                                                              13
<PAGE>





<TABLE>
<CAPTION>
                              OSK CAPITAL II CORP.
                          (A Development Stage Company)
                            STATEMENTS OF OPERATIONS


                                          For the period
                                          from inception        For the year        For the year
                                         (March 2, 1999)               ended               ended
                                        to September 30,       September 30,       September 30,
                                                    2002                2002                2001
                                        ----------------    ----------------    ----------------

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

EXPENSES
Selling, general and administrative              69,493                 235               2,929
                                        ----------------    ----------------    ----------------

Total expenses                                   69,493                 235               2,929
                                        ----------------    ----------------    ----------------

NET LOSS
                                                (69,493)               (235)             (2,929)

Accumulated deficit

Balance, beginning of period                          -             (69,258)            (66,329)
                                        ----------------    ----------------    ----------------

Balance, end of period                  $       (69,493)    $       (69,493)    $       (69,258)
                                        ================    ================    ================

NET LOSS PER SHARE                      $         (0.02)    $         (0.00)    $         (0.00)
                                        ================    ================    ================

WEIGHTED AVERAGE NUMBER OF
SHARES OUTSTANDING                            3,354,195           3,416,000           3,416,000
                                        ================    ================    ================
</TABLE>


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























                                                                              14
<PAGE>






<TABLE>
<CAPTION>
                              OSK CAPITAL II CORP.
                          (A Development Stage Company)
                        STATEMENT OF STOCKHOLDERS' EQUITY
       For the period from inception (March 2, 1999) to September 30, 2002


                                                                                          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









                                                                              15
<PAGE>






<CAPTION>
<S>                                       <C>          <C>            <C>            <C>             <C>
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                            -              -              -         (4,939)         (4,939)
                                        ------------   ------------   ------------   ------------    ------------

Balance, September 30, 2000               3,416,000          3,416         66,554        (66,329)          3,641

Net loss for the year ended
    September 30, 2001                            -              -              -         (2,929)         (2,929)
                                        ------------   ------------   ------------   ------------    ------------

Balance, September 30, 2001               3,416,000          3,416         66,554        (69,258)            712

Net loss for the year ended
    September 30, 2002                            -             -               -           (235)           (235)
                                        ------------   ------------   ------------   ------------    ------------

Balance, September 30, 2002               3,416,000    $     3,416    $    66,554    $   (69,493)    $       477
                                        ============   ============   ============   ============    ============
</TABLE>


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


















                                                                              16
<PAGE>





<TABLE>
<CAPTION>
                              OSK CAPITAL II CORP.
                          (A Development Stage Company)
                            STATEMENTS OF CASH FLOWS


                                             For the period
                                             from inception      For the year      For the year
                                            (March 2, 1999)             ended             ended
                                           to September 30,     September 30,     September 30,
                                                       2002              2002              2001
                                             --------------    --------------    --------------

<S>                                          <C>               <C>               <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss                                     $     (69,493)    $        (235)    $      (2,929)
Adjustments to reconcile net loss to net
cash flows from operating activities:
Decrease in accounts payable                             -                 -              (334)
Stock issued for services                           60,200                 -                 -
                                             --------------    --------------    --------------

Net cash flows from operating activities
                                                    (9,293)             (235)           (3,263)

CASH FLOWS FROM INVESTING ACTIVITIES
                                                         -                 -                 -

CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of common stock                             9,770                 -                 -
                                             --------------    --------------    --------------

Net cash flows from financing activities             9,770                 -                 -
                                             --------------    --------------    --------------

NET INCREASE (DECREASE) IN CASH
      AND CASH EQUIVALENTS
                                                       477             (235)            (3,263)

CASH AND CASH EQUIVALENTS,
     BEGINNING OF PERIOD                                 -               712             3,975
                                             --------------    --------------    --------------

CASH AND CASH EQUIVALENTS,
     END OF PERIOD                           $         477     $         477     $         712
                                             ==============    ==============    ==============
</TABLE>


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















                                                                              17
<PAGE>





                              OSK CAPITAL II CORP.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                               September 30, 2002


1.   Summary of Significant Accounting Policies
     ------------------------------------------

Development Stage Company
-------------------------
OSK  Capital  II  Corp.  (a  development  stage  company)  (the  "Company")  was
incorporated  under  the laws of the  State of  Nevada  on  March 2,  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.

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.





                                                                              18
<PAGE>






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, 2002,  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.

2.   Stockholders' Equity
     --------------------
As of September 30, 2002,  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. The other 266,000 shares were issued for cash.

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 59% 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 tax  benefit  of  approximately  $13,000  related  to  deductible  temporary
differences and operating loss carryforwards has been offset by a full allowance
for realization.

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,  until such time as a
business combination or other profitable  investment may be achieved.  There are
no written  agreements in place for such funding,  and there can be no assurance
that such funding will be available in the future.


ITEM 8.  CHANGES  IN  AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON  ACCOUNTING  AND
--------------------------------------------------------------------------------
FINANCIAL DISCLOSURE.
---------------------

     The  Company has had no change in, or  disagreements  with,  its  principal
independent accountant since the date of inception.

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



                                                                              19
<PAGE>






Securities and Exchange  Commissions 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, 2002, 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, 2002,  that has  materially
affected,  or is reasonably likely to materially  affect, the Company's internal
control over financial reporting.


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
----                   ---     -------------------------
Deborah A. Salerno      49     President and a Director since March, 1999
Frank L. Kramer         60     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
------------------------

DEBORAH A. SALERNO

     Deborah  A.  Salerno,  49,  is  the  Company's  President  and a  director,
positions  she 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., a position she resigned from
in March 1999. She has also acted as president and director of New York Regional
Rail Corp.  (1999) and as  secretary  and  director of Park Hill Capital I Corp.
(1999)  and   Franklyn   Resources   I,  Inc.   (1999).   Ms.   Salerno  is  the
secretary/treasurer  and a director of Franklyn  Resources II, Inc. and Franklyn
Resources  III, Inc. and a director and  president of OSK Capital III Corp.  and
Park Hill Capital III Corp.  Ms. Salerno is also the  secretary/treasurer  and a
director of Park Hill Capital II Corp.




                                                                              20
<PAGE>






FRANK L. KRAMER

     Mr. Kramer is  theSecretary,  Treasurer  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.  He currently  serves as an officer
and/or director in a number of private shells which  registered their securities
under the  Securities  and Exchange Act of 1934.  These shells are currently for
sale and/or merger,  and thus could be considered as being in  competition  with
the Company.  Mr. Kramer does intend to present the Company as a first  priority
to any private  opportunity  which is  available.  Details with respect to these
public shells and other blind pool merger transactions he has been involved with
in the past are set forth below.

     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.

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

     For the  fiscal  year  ending  September  30,  2002,  all of the  company's
officers,  directors and principal shareholders are delinquent in filing reports
required under Section 16(a).

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.

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)
5330 E. 17th Ave. Parkway
Denver, CO 80220                           1,150,000                     35.87%

Deborah A. Salerno (1)
355 South End, 22B
New York, NY 10280                         1,000,000                     31.19%

John P. O'Shea
355 South End, 22B
New York, NY 10280                         1,000,000                     31.19%

All directors and executive
officers (2 persons)                       2,150,000                     67.06%






                                                                              21
<PAGE>






(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.

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
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  corporation 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.



                                                                              22
<PAGE>






ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K.
-------------------------------------------

     (a)       The  Exhibits  listed  below  are  filed  as part of this  Annual
               Report.
     3.1       Articles  of   Incorporation   (incorporated  by  reference  from
               Registration  Statement  on Form 10-SB filed with the  Securities
               and Exchange Commission on January 6, 2000).
     3.2       Bylaws (incorporated by reference from Registration  Statement on
               Form 10-SB filed with the Securities  and Exchange  Commission on
               January 6, 2000).
     31.1      Certification  pursuant to Rule 13a-14(a) or 15d-14(a)  under the
               Securities Exchange Act of 1934, as amended.
     32.1      Certification  pursuant  to 18 U.S.C.  Section  1350,  as adopted
               pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
     (b)       No reports on Form 8-K were filed by the Company  during the last
               quarter of its fiscal year ending September 30, 2002.


ITEM 14.  PRINCIPAL ACCOUNTANT FEES AND SERVICES
------------------------------------------------

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

The  aggregate  fees billed by Comiskey & Co for audit of the  Company's  annual
financial  statements  were $1,800 for the fiscal year ended September 30, 2002,
and $1,000 for the fiscal year ended  September  30, 2001.  The  aggregate  fees
billed  by  Comiskey  & Co for  review  of the  Company's  financial  statements
included  in its  quarterly  reports on Form  10-QSB were $450 during the period
ended September 30, 2002 and $364 during the period ended September 30, 2001.

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

Comiskey & Co 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, 2002 or September 30,
2001.

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, 2002 and $0 for the
fiscal year ended September 30, 2001.

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

Comiskey & Co did not bill the Company for any products and services  other than
the foregoing during the fiscal years ended September 30, 2002 and September 30,
2001.







                                                                              23
<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, thereunto duly
authorized.


OSK CAPITAL II CORP.
--------------------


By: /S/ DEBORAH A. SALERNO
   --------------------------------------------
   Deborah A. Salerno, President and a Director

Date: March 29, 2004


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.


By: /S/ DEBORAH A. SALERNO
   --------------------------------------------
   Deborah A. Salerno, President and a Director

Date: March 29, 2004


By: /S/ FRANK L. KRAMER
   --------------------------------------------
   Frank L. Kramer, Secretary and a Director

Date: March 29, 2004























                                                                              24