UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, D.C. 20549

                             AMENDMENT TO FORM 10 QSB

            Quarterly Report Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934


            For the quarterly period ended           September 30, 2004

            Commission file Number                   000-30295


                            NORTH SHORE CAPITAL II, INC.

             (Exact Name of Registrant as Specified in its Charter)


                                     COLORADO
                (State or Other Jurisdiction of Incorporation)



                000-30295                              54-1964052
        (Commission File Number)         (I.R.S. Employer Identification Number)




	2208 Pershing Avenue
        Sheboygan, WI                                     53083
(Address of Principal Executive Offices)               (Zip Code)



                                 (920)-207-7772
              (Registrant's Telephone Number, Including Area Code)


				    NOTICE:

North Shore Capital II, Inc., has recently learned that the initial
filing of this quarterly report was not in full compliance with
section 102 of the Sarbanes-Oxley Act of 2002.  Specifically, North
Shore's review report was not performed by an accounting firm registered
with The Public Company Accounting Oversight Board.  North Shore is
working to address this problem as expeditiously as possible.  A new
review, with a properly registered firm, will be completed and this
quarterly report re-submitted to the S.E.C. in a timely fashion.  At
this time, this amended Form 10Q-SB is being submitted with
financial statements that have not been reviewed by an accounting
firm that meets the requirements of the Sarbanes-Oxley Act.
---------------------------------------------------------------

Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

                         YES [X]        NO [  ]

Indicate the number of shares outstanding of each of the
issuer's classes of common stock, as of the latest practical
date:

Common Stock, No Par Value - 2,247,500 shares as of September 30, 2004.


<PAGE>

                           FORWARD-LOOKING INFORMATION

THIS FORM 10QSB AND OTHER STATEMENTS ISSUED OR MADE FROM TIME TO TIME BY
NORTH SHORE CAPITAL II, INC. (THE "COMPANY") OR ITS REPRESENTATIVES CONTAIN
STATEMENTS WHICH MAY CONSTITUTE "FORWARD-LOOKING STATEMENTS" WITHIN THE
MEANING OF THE SECURITIES ACT OF 1933 AND THE SECURITIES EXCHANGE ACT OF
1934, AS AMENDED BY THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995.
FIFTEEN U.S.C.A. SECTIONS 77Z-2 AND 78U-5 (SUPP. 1996). THOSE STATEMENTS
INCLUDE STATEMENTS REGARDING THE INTENT, BELIEF OR CURRENT EXPECTATIONS
OF THE COMPANY AND MEMBERS OF ITS MANAGEMENT TEAM AS WELL AS THE
ASSUMPTIONS ON WHICH SUCH STATEMENTS ARE BASED.

PROSPECTIVE INVESTORS ARE CAUTIONED THAT ANY SUCH FORWARD-LOOKING STATEMENTS
ARE NOT GUARANTEES OF FUTURE PERFORMANCE AND INVOLVE RISKS AND UNCERTAINTIES,
AND THAT ACTUAL RESULTS MAY DIFFER MATERIALLY FROM THOSE CONTEMPLATED BY SUCH
FORWARD-LOOKING STATEMENTS. IMPORTANT FACTORS CURRENTLY KNOWN TO MANAGEMENT
THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE IN FORWARD-
LOOKING STATEMENTS ARE SET FORTH IN THE SAFE HARBOR COMPLIANCE STATEMENT FOR
FORWARD-LOOKING STATEMENTS INCLUDED AS EXHIBIT 99.1 TO THIS FORM 10QSB AND
ARE HEREBY INCORPORATED HEREIN BY REFERENCE. THE COMPANY UNDERTAKES
NO OBLIGATION TO UPDATE OR REVISE FORWARD-LOOKING STATEMENTS TO REFLECT
CHANGED ASSUMPTIONS, THE OCCURRENCE OF UNANTICIPATED EVENTS OR CHANGES TO
FUTURE OPERATING RESULTS OVER TIME.



RISK FACTORS

1. The majority control by the Company's Principal Shareholders, Officers
   and Directors may negatively impact the operation of the Company.

The Company's principal shareholders, officers and directors will beneficially
own ninety-eight percent (98%) of the Company's Common Stock.  As a
result, such persons will have the ability to control the Company and direct
its affairs and business.  Such concentration of ownership may also have the
effect of delaying, deferring or preventing change in control of the Company.
See "Principal Stockholders."

2. Conflicts of interest between the Company and its officer and director
   may impede the operational ability of the Company.

Certain conflicts of interest exist between the Company and its officer and
director.  He has other business interests to which he devotes his
attention, and he 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 his exercise of such



judgment as is consistent with his fiduciary duties to the Company. See
"Management," and "Conflicts of Interest."

The Company's President and all current shareholders own all of the issued
and outstanding stock of one (1) additional corporation (North Shore
Capital IV) which is a shell company formed February 3, 1999.
The Form 10-SB registration statement of North Shore Capital II and IV may
become effective by lapse of time on or about June 17, 2000.  (See "Item 5.
Directors, Executive Officers, Promoters, and Control Persons---Other Blind
Pool Activities.") Thus, the Company may be in competition with North Shore
Capital IV in seeking merger candidates.

The Company's Director may also elect, in the future, to form one or more
additional public shell companies with a business plan similar or identical to
that of the Company.  Any such additional shell companies would also be in
direct competition with the Company for available business opportunities.
(See Item 5 - "Directors, Executive Officers, Promoters and Control Persons-
Conflicts of Interest.")

It is anticipated that Company's President  may actively negotiate or
otherwise consent to the purchase of a portion of his common stock as a
condition to, or in connection with, a proposed merger or acquisition
transaction.  In this process, the Company's President may consider his 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."

3. The possible need for additional financing may impair the Company's
   ability to locate the best available business opportunity.

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.

4. The regulation of Penny Stocks may negatively impact the potential
   trading market for the Company's securities.
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 therefor.

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, and 15g-7 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 Release No. 34-29093, 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.

5. The Company's limited operating history may severely impact its
   ability to operate and locate the best available business opportunity.

The Company was formed in February of 1999 for the purpose of registering its
common stock under the 1934 Act and acquiring a business opportunity.  The
Company has no operating history, revenues from operations, or assets other
than cash from private sales of stock.  The Company faces all of the risks of
a new business and 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.


6. There can be no assurance of the Company's potential 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.

7. Reporting Requirements May Delay Or Preclude Acquisition.

Section 13 of the Securities Exchange Act of 1934 (the "Exchange Act"),
requires companies subject thereto to provide certain information about
significant acquisitions, including certified financial statements for the
company acquired, covering one or two years, depending on the relative size of
the acquisition.  The time and additional costs that may be incurred by some
target entities to prepare such statements may significantly delay or
essentially preclude consummation of an otherwise desirable acquisition by the
Company.  Acquisition prospects that do not have or are unable to obtain the
required audited statements may not be appropriate for acquisition so long as
the reporting requirements of the 1934 Act are applicable.

8. The Company lacks market research and marketing organization.

The Company has neither conducted, nor have others made available to it,
results of market research indicating that market demand exists for the
transactions contemplated by the Company.  Moreover, the Company does not
have, and does not plan to establish, a marketing organization.  Even in the
event demand is identified for a merger or acquisition contemplated by the
Company, there is no assurance the Company will be successful in completing
any such business combination.

9. The Company's potential business opportunity -
   Has not been identified and will be 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."

10. The type of business acquired may be unprofitable or present other
    negative factors.

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.

11. The Company may not be able to conduct an exhaustive investigation
    and analysis of potential business opportunities.

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.

12. The Company may lack 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.

13. The Company may have to rely upon unaudited financial statements of
    a potential business opportunity.

The Company generally will require audited financial statements from companies
that it proposes to acquire.  No assurance can be given, however, that audited
financials will be available to the Company.  In cases where audited financials
are unavailable, the Company will have to rely upon 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 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.

Moreover, the Company will be subject to the reporting provisions of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and thus
will be required to furnish certain information about significant acquisitions,
including audited financial statements for any business that it acquires.
Consequently, acquisition prospects that do not have, or are unable to provide
reasonable assurances that they will be able to obtain, the required audited
statements would not be considered by the Company to be appropriate for
acquisition so long as the reporting requirements of the Exchange Act are
applicable.  Should the Company, during the time it remains

subject to the reporting provisions of the Exchange Act, complete an acquisition
of an entity for which audited financial statements prove to be unobtainable,
the Company would be exposed to enforcement actions by the Securities and
Exchange Commission (the "Commission") and to corresponding administrative
sanctions, including permanent injunctions against the Company and its
management.  The legal and other costs of defending a Commission enforcement
action are likely to have material, adverse consequences for the Company and
its business.  The imposition of administrative sanctions would subject the
Company to further adverse consequences.

In addition, the lack of audited financial statements would prevent the
securities of the Company from becoming eligible for listing on NASDAQ, the
automated quotation system sponsored by the National Association of Securities
Dealers, Inc., or on any existing stock exchange.  Moreover, the lack of such
financial statements is likely to discourage broker-dealers from becoming or
continuing to serve as market makers in the securities of the Company. Without
audited financial statements, the Company would almost certainly be unable to
offer securities under a registration statement pursuant to the Securities Act
of 1933, and the ability of the Company to raise capital would be significantly
limited until such financial statements were to become available.

14. Government, State or Local regulations may limit the Company's
    business opportunities.

An acquisition made by the Company may be of a business that is subject to
regulation or licensing by federal, state, or local authorities.  Compliance
with such regulations and licensing can be expected to be a time-consuming,
expensive process and may limit other investment opportunities of the
Company.

15. There will be a limited participation by Management in the daily
    operations of the Company.

The Company currently has one individual who is serving as its sole
officer and director.  The Company will be heavily dependent upon his
skills, talents, and abilities to implement its business plan, and may, from
time to time, find that the inability of the officer and director to devote
his full time attention to the business of the Company results in a delay in
progress toward implementing its business plan.  Furthermore, since only one
individual is serving as the officer and director of the Company, it will
be entirely dependent upon his experience in seeking, investigating, and
acquiring a business and in making decisions regarding the Company's operations.
See "Management."  Because investors will not be able to evaluate the merits of
possible business acquisitions by the Company, they should critically assess
the information concerning the Company's officer and director.


16. There is a lack of continuity in the Management of the Company.

The Company does not have an employment agreement with its officer and
director, and as a result, there is no assurance that he will continue to
manage the Company in the future.  In connection with acquisition of a
business opportunity, it is likely the current officer and director of the
Company may resign.  A decision to resign will be based upon the identity of
the business opportunity and the nature of the transaction, and is likely to
occur without the vote or consent of the stockholders of the Company.

17. The Company's required indemnification of its Officers and Directors
    may negatively impact its operation.

The Company's Articles of Incorporation provide for the indemnification of its
directors, officers, employees, and agents, under certain circumstances,
against attorney's fees and other expenses incurred by them in any litigation
to which they become a party arising from their association with or activities
on behalf of the Company.  The Company will also bear the expenses of such
litigation for any of its directors, officers, employees, or agents, upon such
person's promise to repay the Company therefor if it is ultimately determined
that any such person shall not have been entitled to indemnification.  This
indemnification policy could result in substantial expenditures by the Company
which it will be unable to recoup.

18. The Company's Directors have potentially limited liability.

The Company's Articles of Incorporation 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.

19. The Company may have to depend upon Outside Advisors.

To supplement the business experience of its officer and director, the
Company may be required to employ accountants, technical experts, appraisers,
attorneys, or other consultants or advisors.  The selection of any such
advisors will be made by the Company's President without any input from
stockholders.  Furthermore, it is anticipated that such persons may be engaged
on an "as needed" basis without a continuing fiduciary or other obligation to
the Company.

20. The Company may engage in a highly risky leveraged transaction.

There is a possibility that any acquisition of a business opportunity by the
Company may be leveraged, i.e., the Company may finance the acquisition of the
business opportunity by borrowing against the assets of the business opportunity
to be acquired, or against the projected future revenues or

profits of the business opportunity.  This could increase the Company's
exposure to larger losses.  A business opportunity acquired through a
leveraged transaction is profitable only if it generates enough revenues to
cover the related debt and expenses.  Failure to make payments on the debt
incurred to purchase the business opportunity could result in the loss of a
portion or all of the assets acquired.  There is no assurance that any business
opportunity acquired through a leveraged transaction will generate sufficient
revenues to cover the related debt and expenses.

21.  Significant competition may impair the Company's ability to locate
     the best available business opportunity.

The search for potentially profitable business opportunities is intensely
competitive.  The Company expects to be at a disadvantage when competing with
many firms that have substantially greater financial and management resources
and capabilities than the Company.  These competitive conditions will exist in
any industry in which the Company may become interested.

22. There are no foreseeable dividends for the Company's shareholders.

The Company has not paid dividends on its Common Stock and does not anticipate
paying such dividends in the foreseeable future.

23. The Company's present Management and Stockholders may lose control.

The Company may consider an acquisition in which the Company would issue as
consideration for the business opportunity to be acquired an amount of the
Company's authorized but unissued Common Stock that would, upon issuance,
represent the great majority of the voting power and equity of the Company.
The result of such an acquisition would be that the acquired company's
stockholders and management would control the Company, and the Company's
management could be replaced by persons unknown at this time.  Such a merger
would result in a greatly reduced percentage of ownership of the Company by
its current shareholders. In addition, the Company's President could sell
his control block of stock at a premium price to the acquired company's
stockholders.

24. There is no public trading market for the Company's common stock.

There is no public market for the Company's common stock, and no assurance can
be given that a market will develop or that a shareholder ever will be able to
liquidate his investment without considerable delay, if at all.  If a market
should develop, the price may be highly volatile.  Factors such as those
discussed in this "Risk Factors" section may have a significant impact upon
the market price of the securities offered hereby.  Owing to the low price of
the securities, many brokerage firms may not be willing to effect transactions
in the securities.  Even if a purchaser finds a broker willing to effect a
transaction in these securities, the combination of brokerage commissions,
state transfer taxes, if any, and any other selling costs may exceed the
selling price.  Further, many lending institutions will not permit the use of
such securities as collateral for any loans.


25. Affiliates and their successors/assigns may have exposure and risk
    if re-selling securities pursuant to Rule 144.

All of the outstanding shares of Common Stock held by present stockholders are
"restricted securities" within the meaning of Rule 144 under the Securities
Act of 1933, as amended.

As restricted shares, these shares may be resold only pursuant to an effective
registration statement or under the requirements of Rule 144 or other
applicable exemptions from registration under the Act and as required under
applicable state securities laws.  Rule 144 provides in essence that a person
who has held restricted securities for a prescribed period may, under certain
conditions, sell every three months, in brokerage transactions, a number of
shares that does not exceed the greater of 1.0% of a company's outstanding
common stock or the average weekly trading volume during the four calendar
weeks prior to the sale.  As a result of revisions to Rule 144 which became
effective on or about April 29, 1997, there will be no limit on the amount of
restricted securities that may be sold by a nonaffiliate after the restricted
securities have been held by the owner for a period of two years.  A sale
under Rule 144 or under any other exemption from the Act, if available, or
pursuant to subsequent registrations of shares of Common Stock of present
stockholders, may have a depressive effect upon the price of the Common Stock
in any market that may develop.

Of the total 2,247,500 shares of common stock held by present stockholders of
the Company, 2,200,000 shares were issued pursuant to Rule 701 and may
become available for resale under Rule 144, on or about July 1, 2000. However,
recent correspondence directed from the Commission to the NASD suggests that
Rule 144 sales by affiliates or their successors/assigns will generally not
be afforded an opportunity to rely on Rule 144 for "safe harbor" re-selling
under such rule and will most likely only be able to transfer such securities
pursuant to an effective registration statement filed under the Securities
Act of 1933 (the "Act").

26. Blue Sky considerations may negatively impact the Company's ability
    to sell or transfer its securities or to establish secondary trading
    markets.

Because the securities registered hereunder have not been registered for
resale under the blue sky laws of any state, the holders of such shares and
persons who desire to purchase them in any trading market that might develop
in the future, should be aware that there may be significant state blue-sky law
restrictions upon the ability of investors to sell the securities and of
purchasers to purchase the securities.  Some jurisdictions may not
under any circumstances allow the trading or resale of blind-pool or "blank-
check" securities.  Accordingly, investors should consider the secondary market
for the Company's securities to be a limited one.


- - ----------------------------------------------------------------------------

- - ----------------------------------------------------------------------------

<PAGE> F-1


ITEM 1.  FINANCIAL STATEMENTS



                            NORTH SHORE CAPITAL II, INC.
                           (A Development Stage Company)

                               FINANCIAL STATEMENTS
                       NINE MONTHS ENDED SEPTEMBER 30, 2004
                   AND THE NINE MONTHS ENDED SEPTEMBER 30, 2003,
                  AND THE PERIOD FROM FEBRUARY 3, 1999, (INCEPTION)
         		      TO SEPTEMBER 30, 2004



<TABLE>
<CAPTION>

                            NORTH SHORE CAPITAL II, INC.
                           (A Development Stage Company)

                                   BALANCE SHEET
                                 SEPTEMBER 30, 2004

(NOT REVIEWED)
<S>		                                               <C>

 ASSETS

	CURRENT ASSETS
		Cash					        $  0

        TOTAL ASSETS                          		      	$  0

 LIABILITIES AND EQUITY
	NOTE PAYABLE
	TO OFFICER						  1747


	TOTAL LIABILITIES			       		  1747




Stockholders' equity:

  Preferred stock, $.001 par value, 0%
    Non-cumulative, convertible
    10,000,000 shares authorized,
    no shares outstanding

  Common stock, $.001 par value;
    50,000,000 shares authorized,
    2,247,500 issued and outstanding	                           $2,248
  Paid in Capital				                  $49,652

  Issued and Outstanding                                          $51,900

  Deficit accumulated during the
  development stage                                               (53,647)

 Total stockholders equity (deficit)                               $(1,747)

 TOTAL LIABILITIES AND STOCKHOLDERS'
 EQUITY                                                                 -
</TABLE>




<PAGE> F-4

<TABLE>
<CAPTION>

                            North Shore Capital II, Inc.
                           (A Development Stage Company)

                              STATEMENT OF OPERATIONS
                         THREE MONTHS ENDED SEPTEMBER 30, 2004,
                     AND THE THREE MONTHS ENDED SEPTEMBER 30, 2003,
         AND FOR THE PERIOD FROM FEBRUARY 3, 1999 (INCEPTION) TO SEPTEMBER 30, 2004

(NOT REVIEWED)

<S>                              <C>                      <C>                     <C>
                                  Three Months             Three Months            February 3, 1999
                                  Ended                    Ended                   (Inception) to
                                  September 30, 2004       September 30, 2003      September 30, 2004

REVENUE                            $    0                   $     0                  $     0

COSTS AND EXPENSES:
  Audit fees                                                                           8,429
  Professional fees		                       	                              40,000
  Organization costs(note 3)    		                                       4,400
  Bank charges                                                    0                      568
  Office expenses									 250


Net loss                           $    0                    $    0                  (53,647)

PER SHARE INFORMATION:

 Weighted average number of
 Common shares outstanding          2,247,500                2,247,500              2,239,018


 Profit (loss) per share              $ .00                   $  (.00)               $  (.02)


</TABLE>
<TABLE>
<CAPTION>

                            North Shore Capital II, Inc.
                           (A Development Stage Company)

                              STATEMENT OF OPERATIONS
                        NINE MONTHS ENDED SEPTEMBER 30, 2004,
                    AND THE NINE MONTHS ENDED SEPTEMBER 30, 2003
         AND FOR THE PERIOD FROM FEBRUARY 3, 1999 (INCEPTION) TO SEPTEMBER 30, 2004

(NOT REVIEWED)

<S>                              <C>                      <C>                      <C>
                                  Nine Months              Nine Months              February 3, 1999
                                  Ended                    Ended                    (Inception) to
                                  September 30, 2004       September 30, 2003       September 30, 2004

REVENUE                            $    0                    $     0                  $       0

COSTS AND EXPENSES:
  Audit fees                         1337                        410                      8,429
  Professional fees		                       	                                 40,000
  Organization costs(note 3)    		                                          4,400
  Bank charges                                                    20                        568
  Office expenses									    250


Net loss                            $(1337)                   $ (430)                   (53,647)

PER SHARE INFORMATION:

 Weighted average number of
 Common shares outstanding          2,247,500                2,247,500                 2,239,018


 Profit (loss) per share              $ (.00)                 $  (.00)                 $  (.02)


</TABLE>
<PAGE> F-5
<TABLE>
<CAPTION>
                            NORTH SHORE CAPITAL II, INC.
                           (A Development Stage Company)

                         STATEMENT OF STOCKHOLDERS' EQUITY
           FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2004 & SEPTEMBER 30, 2003
      AND F0R THE PERIOD FROM FEBRUARY 3, 1999 (INCEPTION) TO SEPTEMBER 30, 2004

(NOT REVIEWED)
<S>   			                 <C>              <C>	        <C>	         <C>	          <C>
                                          Shares           Par            Paid            Retained
                                                                          in              Earnings
                                          Issued           Value          Capital         (Deficit)         Equity



Issuance of common stock for              2,200,000         2,200           2,200                            4,400
Services Rendered at inception
at $.002 on February 3, 1999
(See Note 2)

Shares issued pursuant to
Private Placement under
Regulation D 		                    17,500           18            17,482                           17,500


Issued in exchange 		            30,000           30            29,970                           30,000
for cash and services
at $1.00 per share

Net loss for the nine months
 ended September 30, 2003  	                                                             (430)
Net loss for the nine months
 ended September 30, 2004		 						    (1337)

Net loss for the period from
 February 3, 1999, to
 September 30, 2004                                                                       ($53,647)         ($53,647)

Balance at September 30, 2004               2,247,500       $2,248        $49,652         ($53,647)           $(1337)



ACCOUNTANTS' REVIEW REPORT.
</TABLE>

<PAGE> F-6
<TABLE>
<CAPTION>

                            North Shore Capital II, Inc.
                           (A Development Stage Company)

                              STATEMENT OF CASH FLOWS
                         NINE MONTHS ENDED SEPTEMBER 30, 2004,
                    AND THE NINE MONTHS ENDED SEPTEMBER 30, 2003
                AND THE PERIOD FROM FEBRUARY 3, 1999 (INCEPTION) TO
                                 SEPTEMBER 30, 2004

(NOT REVIEWED)
<S>				                     <C>	                 <C>	                  <C>
                                                      Nine Months                 Nine Months              February 3, 1999
                                                      Ended                       Ended                    Inception) to
                                                      September 30, 2004          September 30, 2003       September 30, 2004


CASH FLOWS FROM
OPERATING ACTIVITIES
 Net Income					           ($1337)                    (430)	              ($53,647)
 	Cash flow from
	operating activities	                           ($1337)	              (430)                   ($53,647)

CASH FLOWS FROM
FINANCING ACTIVITIES
  Purchase of Common										                17,500
  Stock

  Issuance of stock
  in exchange
  For organizational
  activities                        				                                                 4,400

  Issuance of stock
  in exchange
  For professional fees	                                     	                                                30,000

  Note payable to officer                                   1337                        410                      1,747

  Cash provided by
  financing activities		                            1337		        410                     53,647



Net cash provided
this period                                                   0                         (20)                         0
Cash and cash
 equivalents,
 beginning of
 period                                                        0                         20                          0
Cash and cash
equivalents, end
of period                                                      0                          0                          0



</TABLE>






<PAGE>  10

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR
         PLAN OF OPERATION

                           North Shore Capital II, Inc.

                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS


SEPTEMBER 30, 2004

=====================================
THREE MONTHS ENDING SEPTEMBER 30, 2004
=====================================

The following information should be read in conjunction with the historical
financial information and the notes thereto included in Item 1 of this
Quarterly Report.

NEW ACCOUNTING PRONOUNCEMENTS

     Statement of Financial Accounting Standards No. 121, "Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed of"
("SFAS 121") issued by the FASB, is effective for financial statements for
fiscal years beginning after December 15, 1995. The standard establishes new
guidelines regarding when impairment losses on long-lived assets, which
include plant and equipment, certain identifiable intangible assets, and
goodwill, should be recognized and how impairment losses should be measured.

The Company does not expect adoption to have a material effect on its
financial position or results of operations.

     Statement of Financial Accounting Standards No. 123, "Accounting for
Stock-Based Compensation" ("SFAS 123") issued by the FASB, is effective for
specific transactions entered into after December 15, 1995. The disclosure
requirements of SFAS 123 are effective for financial statements for fiscal
years beginning no later than December 15, 1995. The new standard established
a fair value method of accounting for stock-based compensation plans and for
transactions in which an entity acquires goods or services from non-employees
in exchange for equity instruments. The Company does not expect adoption to
have a material effect on its financial position or results of operations.

General

     The Registrant intends to seek to acquire assets or shares of an entity
actively engaged in business which generates revenues, in exchange for its
securities.  The Registrant has no particular acquisitions in mind and has not
entered into any negotiations regarding such an acquisition.  None of the
Company's officers, directors, promoters or affiliates have engaged in any
preliminary contact or discussions with any representative of any other
company regarding the possibility of an acquisition or merger between the
Company and such other company as of the date of this quarterly report.


     While the Company will attempt to obtain audited financial statements of
a target entity, there is no assurance that such audited financial statements
will be available.  The Board of Directors does intend to obtain certain
assurances of value of the target entity's assets prior to consummating such a
transaction, with further assurances that an audited statement would be
provided within seventy-five days after closing of such a transaction.
Closing documents relative thereto will include representations that the value
of the assets conveyed to or otherwise so transferred will not materially
differ from the representations included in such closing documents.

     The Company has filed a registration statement on a voluntary basis
because the primary attraction of the Registrant as a merger partner or
acquisition vehicle will be its status as an SEC reporting company.  Any
business combination or transaction will likely result in a significant
issuance of shares and substantial dilution to present stockholders of the
Registrant.

     The Company has, and will continue to have, no capital with which to
provide the owners of business opportunities with any significant cash or
other assets.  However, management believes the Company will be able to offer
owners of acquisition candidates the opportunity to acquire a controlling
ownership interest in a publicly registered company without incurring the cost
and time required to conduct an initial public offering. The owners of the
business opportunities will, however, incur significant legal and accounting
costs in connection with the acquisition of a business opportunity, including
the costs of preparing Form 8-K's, 10-K's or 10-KSB's, agreements and related
reports and documents. The Securities Exchange Act of 1934 (the "34 Act"),
specifically requires that any merger or acquisition candidate comply with all
applicable reporting requirements, which include providing audited financial
statements to be included within the numerous filings relevant to complying
with the 34 Act.  Nevertheless, the officer and director of the Company has
not conducted market research and is not aware of statistical data which
would support the perceived benefits of a merger or acquisition transaction
for the owners of a business opportunity.

     As stated hereinabove, the Company will not acquire or merge with any
entity which cannot provide independent audited financial statements within a
reasonable period of time after closing of the proposed transaction.  The
Company is subject to all of the reporting requirements included in the 34
Act.  Included in these requirements is the affirmative duty of the Company to
file independent audited financial statements as part of its Form 8-K to be
filed with the Securities and Exchange Commission upon consummation of a
merger or acquisition, as well as the Company's audited financial statements

<PAGE> 12

included in its annual report on Form 10-K (or 10-KSB, as applicable).  If
such audited financial statements are not available at closing, or within time
parameters necessary to insure the Company's compliance with the requirements
of the 34 Act, or if the audited financial statements provided do not conform
to the representations made by the candidate to be acquired in the closing
documents, the closing documents may provide that the proposed transaction
will be voidable, at the discretion of the present management of the Company.

     The Company's officer and shareholders have verbally agreed that they
will advance to the Company additional limited funds which the Company needs
for operating capital and for costs in connection with searching for or
completing an acquisition or merger.  These persons have further agreed that
such advances will be made in proportion to each person's percentage ownership
of the Company.  These persons have also agreed that such advances will be made
interest free without expectation of repayment unless the owners of the
business which the Company acquires or merges with agree to repay all or a
portion of such advances.  Such repayment will in no way be a condition to the
selection of a target company.  There is no dollar cap on the amount of money
which such persons will advance to the Company.  The Company will not borrow
any funds from anyone other than its current shareholders for the purpose of
repaying advances made by the shareholders, and the Company will not borrow
any funds to make any payments to the Company's promoters, management or their
affiliates or associates.

     The Balance Sheet as of 09/30/2004 reflects ($1747), in assets, and no
entry of organizational costs in accordance with SOP 98-5.  The Statement
of Operations has been revised to update cumulative amounts, while conforming
changes have been made to the Statement of Changes in Stockholders' Equity.

     As of the date of this report, the Company has ($1747), in assets,
and a Deficit accumulated during the development stage of ($53,647).
The Company has also incurred a net loss to date of ($53,647).

Liquidity and Capital Resources

     The Company remains in the development stage and, since inception,
has experienced no significant change in liquidity or capital resources
or stockholder's equity.  The Company's balance sheet as of
September 30, 2004, reflects a total asset value of ($1747).  The Company
has little cash and no line of credit, nor does it expect to have one
before a merger is effected.

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

<PAGE> 13

Results of Operations

     During the period from January 1, 2004, through September 30, 2004,
the Company has engaged in no significant operations other than
organizational activities and preparation for registration of its
securities under the Securities Exchange Act of 1934, as amended.  No
revenues were received by the Company during this period.

     For the current fiscal year, the Company anticipates incurring
a loss as a result of organizational expenses, expenses associated with
registration under the Securities Exchange Act of 1934, and expenses
associated with locating and evaluating acquisition candidates.  The
Company anticipates that until a business combination is completed
with an acquisition candidate, it will not generate revenues other than
interest income, and may continue to operate at a loss after completing
a business combination, depending upon the performance of the
acquired business.

Need for Additional Financing

     The Company believes that its existing capital will be sufficient to
meet the Company's cash needs, including the costs of compliance with the
continuing reporting requirements of the Securities Exchange Act of 1934,
as amended, for a period of approximately one year.  Accordingly, in the
event the Company is able to complete a business combination during this
period, it anticipates that its existing capital will be sufficient to allow
it to accomplish the goal of completing a business combination.  There is no
assurance, however, that the available funds will ultimately prove to be
adequate to allow it to complete a business combination, and once a business
combination is completed, the Company's needs for additional financing are
likely to increase substantially.


<PAGE>  14

                          PART II  OTHER INFORMATION

ITEM 1.  Legal Proceedings

          Neither the Registrant nor any of its affiliates are a
          party, nor is any of their property subject, to material
          pending legal proceedings or material proceedings known
          to be contemplated by governmental authorities.


ITEM 2.  Changes in Securities

          None


ITEM 3.  Defaults Upon Senior Securities

          None


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

          None

ITEM 5.  Other Information

          None

ITEM 6.  Exhibits and Reports on Form 8 K

         a.  Exhibits

             Exhibit 27. Financial Data Schedule
         b.  Reports on Form 8 K

             None


<PAGE>  15

INDEX TO EXHIBITS

<TABLE>
<CAPTION>

EXHIBIT      NO      DESCRIPTION

<S>          <C>     <C>


#            3.1     Articles of Incorporation of the Registrant, as amended;

#            3.2     Bylaws of the Registrant;

#            4.1     Instruments Defining Rights of Security Holders/Minutes
                     of Annual/Special Meetings of the Registrant;

#           10.1     Issuance of Restricted Shares from Authorized Shares;

#           23.1     Consent of Gerard Werner, Esq.;

x           27       Financial Data Schedule

x           99.1     Safe Harbor Compliance Statement

_______________________
x     Filed herewith.

#     Incorporated by reference from the Registrant's Registration Statement
      filed on Form 10-SB on or about April 14, 2000.


                                   SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.


                                           North Shore Capital II, Inc.

                                           /s/ Gerard Werner, Esq.

DATE: March 7, 2005                        By: Gerard Werner, Esq.
                                           Title: Filing Agent


</TABLE>



EXHIBIT 99.1

                PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
                        SAFE HARBOR COMPLIANCE STATEMENT
                         FOR FORWARD-LOOKING STATEMENTS

     In passing the Private Securities Litigation Reform Act of 1995 (the
"Reform Act"), 15 U.S.C.A. Sections 77z-2 and 78u-5 (Supp. 1996), Congress
encouraged public companies to make "forward-looking statements" by creating a
safe harbor to protect companies from securities law liability in connection
with forward-looking statements. North Shore Capital II, Inc. ("North Shore" or
the "Company") intends to qualify both its written and oral forward-looking
statements for protection under the Reform Act and any other similar safe
harbor provisions.

     "Forward-looking statements" are defined by the Reform Act. Generally,
forward-looking statements include expressed expectations of future events and
the assumptions on which the expressed expectations are based. All forward-
looking statements are inherently uncertain as they are based on various
expectations and assumptions concerning future events and they are subject to
numerous known and unknown risks and uncertainties which could cause actual
events or results to differ materially from those projected. Due to those
uncertainties and risks, the investment community is urged not to place undue
reliance on written or oral forward-looking statements of North Shore. The
Company undertakes no obligation to update or revise this Safe Harbor Compliance
Statement for Forward-Looking Statements (the "Safe Harbor Statement") to
reflect future developments. In addition, North Shore undertakes no obligation
to update or revise forward-looking statements to reflect changed assumptions,
the occurrence of unanticipated events or changes to future operating results
over time.

     North Shore provides the following risk factor disclosure in connection
with its continuing effort to qualify its written and oral forward-looking
statements for the safe harbor protection of the Reform Act and any other
similar safe harbor provisions. Important factors currently known to
management that could cause actual results to differ materially from those in
forward-looking statements include the disclosures contained in the Quarterly
Report on Form 10-QSB to which this statement is appended as an exhibit and
also include the following:

FORWARD LOOKING STATEMENTS

THIS QUARTERLY REPORT AND OTHER STATEMENTS ISSUED OR MADE FROM TIME TO TIME BY
North Shore Capital II, Inc. (HEREINAFTER REFERRED TO AS "NORTH SHORE" AND/OR
"COMPANY") OR ITS REPRESENTATIVES CONTAIN STATEMENTS WHICH MAY CONSTITUTE
"FORWARD-LOOKING STATEMENTS" WITHIN THE MEANING OF THE SECURITIES ACT OF
1933 AND THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED BY THE PRIVATE
SECURITIES LITIGATION REFORM ACT OF 1995. FIFTEEN U.S.C.A. SECTIONS 77Z-2
AND 78U-5 (SUPP. 1996). THOSE STATEMENTS INCLUDE STATEMENTS REGARDING THE
INTENT, BELIEF OR CURRENT EXPECTATIONS OF NORTH SHORE AND MEMBERS OF ITS
MANAGEMENT TEAM AS WELL AS THE ASSUMPTIONS ON WHICH SUCH STATEMENTS ARE
BASED. PROSPECTIVE INVESTORS ARE CAUTIONED THAT ANY SUCH FORWARD-LOOKING
STATEMENTS ARE NOT GUARANTEES OF FUTURE PERFORMANCE AND INVOLVE RISKS AND
UNCERTAINTIES, AND THAT ACTUAL RESULTS MAY DIFFER MATERIALLY FROM THOSE
CONTEMPLATED BY SUCH FORWARD-LOOKING STATEMENTS. IMPORTANT FACTORS CURRENTLY
KNOWN TO MANAGEMENT THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY
FROM THOSE IN FORWARD-LOOKING STATEMENTS ARE SET FORTH IN THE SAFE HARBOR
COMPLIANCE STATEMENT FOR FORWARD-LOOKING STATEMENTS INCLUDED AS EXHIBIT 99.1
TO THIS FORM 10QSB, AND ARE HEREBY INCORPORATED HEREIN BY REFERENCE. THE
COMPANY UNDERTAKES NO OBLIGATION TO UPDATE OR REVISE FORWARD-LOOKING
STATEMENTS TO REFLECT CHANGED ASSUMPTIONS, THE OCCURRENCE OF UNANTICIPATED
EVENTS OR CHANGES TO FUTURE OPERATING RESULTS OVER TIME.

<PAGE> 1

RISK FACTORS


1. The majority control by the Company's Principal Shareholders, Officers
   and Directors may negatively impact the operation of the Company.

The Company's principal shareholders, officer and director will beneficially
own ninety-eight percent (98%) of the Company's Common Stock.  As a
result, such person will have the ability to control the Company and direct
its affairs and business.  Such concentration of ownership may also have the
effect of delaying, deferring or preventing change in control of the Company.
See "Principal Stockholders."

2. Conflicts of interest between the Company and its officer and director
   may impede the operational ability of the Company.

Certain conflicts of interest exist between the Company and its officer and
director.  He has other business interests to which he devotes his time and
attention, and he 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 their exercise of such

<PAGE>  2

judgment as is consistent with his fiduciary duties to the Company. See
"Management," and "Conflicts of Interest."

The Company's President and all current shareholders own all of the issued
and outstanding stock of one (1) additional corporations (North Shore
Capital IV) which is a shell company formed February 3, 1999.
The Form 10-SB registration statements of North Shore Capital  II and IV,
may become effective by lapse of time on or about June 20, 2000.  (See "Item
5. Directors, Executive Officers, Promoters, and Control Persons---Other
Blind Pool Activities.") Thus, the Company may be in competition with North
Shore Capital IV in seeking merger candidates.

The Company's Director may also elect, in the future, to form one or more
additional public shell companies with a business plan similar or identical to
that of the Company.  Any such additional shell companies would also be in
direct competition with the Company for available business opportunities.
(See Item 5 - "Directors, Executive Officers, Promoters and Control Persons-
Conflicts of Interest.")

It is anticipated that Company's President may actively negotiate or otherwise
consent to the purchase of a portion of his common stock as a condition to, or
in connection with, a proposed merger or acquisition transaction.  In this
process, the Company's President may consider his 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."

3. The possible need for additional financing may impair the Company's
   ability to locate the best available business opportunity.

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.

4. The regulation of Penny Stocks may negatively impact the potential
   trading market for the Company's securities.

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

<PAGE>  3

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 therefor.

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, and 15g-7 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 Release No. 34-29093, 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.

5. The Company's limited operating history may severely impact its
   ability to operate and locate the best available business opportunity.

The Company was formed in February of 1999 for the purpose of registering its
common stock under the 1934 Act and acquiring a business opportunity.  The
Company has no operating history, revenues from operations, or assets other
than cash from private sales of stock.  The Company faces all of the risks of
a new business and 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.

<PAGE>  4

6. There can be no assurance of the Company's potential 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.

7. Reporting Requirements May Delay Or Preclude Acquisition.

Section 13 of the Securities Exchange Act of 1934 (the "Exchange Act"),
requires companies subject thereto to provide certain information about
significant acquisitions, including certified financial statements for the
company acquired, covering one or two years, depending on the relative size of
the acquisition.  The time and additional costs that may be incurred by some
target entities to prepare such statements may significantly delay or
essentially preclude consummation of an otherwise desirable acquisition by the
Company.  Acquisition prospects that do not have or are unable to obtain the
required audited statements may not be appropriate for acquisition so long as
the reporting requirements of the 1934 Act are applicable.

8. The Company lacks market research and marketing organization.

The Company has neither conducted, nor have others made available to it,
results of market research indicating that market demand exists for the
transactions contemplated by the Company.  Moreover, the Company does not
have, and does not plan to establish, a marketing organization.  Even in the
event demand is identified for a merger or acquisition contemplated by the
Company, there is no assurance the Company will be successful in completing
any such business combination.

9. The Company's potential business opportunity -
   Has not been identified and will be 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."

10. The type of business acquired may be unprofitable or present other
    negative factors.

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

<PAGE>  5

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.

11. The Company may not be able to conduct an exhaustive investigation
    and analysis of potential business opportunities.

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.

12. The Company may lack 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.

13. The Company may have to rely upon unaudited financial statements of
    a potential business opportunity.

The Company generally will require audited financial statements from companies
that it proposes to acquire.  No assurance can be given, however, that audited
financials will be available to the Company.  In cases where audited financials
are unavailable, the Company will have to rely upon 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 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.

Moreover, the Company will be subject to the reporting provisions of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and thus
will be required to furnish certain information about significant acquisitions,
including audited financial statements for any business that it acquires.
Consequently, acquisition prospects that do not have, or are unable to provide
reasonable assurances that they will be able to obtain, the required audited
statements would not be considered by the Company to be appropriate for
acquisition so long as the reporting requirements of the Exchange Act are
applicable.  Should the Company, during the time it remains

<PAGE>  6

subject to the reporting provisions of the Exchange Act, complete an acquisition
of an entity for which audited financial statements prove to be unobtainable,
the Company would be exposed to enforcement actions by the Securities and
Exchange Commission (the "Commission") and to corresponding administrative
sanctions, including permanent injunctions against the Company and its
management.  The legal and other costs of defending a Commission enforcement
action are likely to have material, adverse consequences for the Company and
its business.  The imposition of administrative sanctions would subject the
Company to further adverse consequences.

In addition, the lack of audited financial statements would prevent the
securities of the Company from becoming eligible for listing on NASDAQ, the
automated quotation system sponsored by the National Association of Securities
Dealers, Inc., or on any existing stock exchange.  Moreover, the lack of such
financial statements is likely to discourage broker-dealers from becoming or
continuing to serve as market makers in the securities of the Company. Without
audited financial statements, the Company would almost certainly be unable to
offer securities under a registration statement pursuant to the Securities Act
of 1933, and the ability of the Company to raise capital would be significantly
limited until such financial statements were to become available.

14. Government, State or Local regulations may limit the Company's
    business opportunities.

An acquisition made by the Company may be of a business that is subject to
regulation or licensing by federal, state, or local authorities.  Compliance
with such regulations and licensing can be expected to be a time-consuming,
expensive process and may limit other investment opportunities of the
Company.

15. There will be a limited participation by Management in the daily
    operations of the Company.

The Company currently has one individual who is serving as its sole officer
and director.  The Company will be heavily dependent upon his skills, talents,
and abilities to implement its business plan, and may, from time to time, find
that the inability of the officer and director to devote his full time
attention to the business of the Company results in a delay in progress toward
implementing its business plan.  Furthermore, since only one individual is
serving as the officer and director of the Company, it will be entirely
dependent upon his experience in seeking, investigating, and acquiring a
business and in making decisions regarding the Company's operations. See
"Management."  Because investors will not be able to evaluate the merits of
possible business acquisitions by the Company, they should critically assess
the information concerning the Company's officer and director.

<PAGE>  7

16. There is a lack of continuity in the Management of the Company.

The Company does not have an employment agreement with its officer and
director, and as a result, there is no assurance that he will continue to
manage the Company in the future.  In connection with acquisition of a
business opportunity, it is likely the current officer and director of the
Company may resign.  A decision to resign will be based upon the identity of
the business opportunity and the nature of the transaction, and is likely to
occur without the vote or consent of the stockholders of the Company.

17. The Company's required indemnification of its Officers and Directors
    may negatively impact its operation.

The Company's Articles of Incorporation provide for the indemnification of its
directors, officers, employees, and agents, under certain circumstances,
against attorney's fees and other expenses incurred by them in any litigation
to which they become a party arising from their association with or activities
on behalf of the Company.  The Company will also bear the expenses of such
litigation for any of its directors, officers, employees, or agents, upon such
person's promise to repay the Company therefor if it is ultimately determined
that any such person shall not have been entitled to indemnification.  This
indemnification policy could result in substantial expenditures by the Company
which it will be unable to recoup.

18. The Company's Directors have potentially limited liability.

The Company's Articles of Incorporation 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.

19. The Company may have to depend upon Outside Advisors.

To supplement the business experience of its officer and director, the
Company may be required to employ accountants, technical experts, appraisers,
attorneys, or other consultants or advisors.  The selection of any such
advisors will be made by the Company's President without any input from
stockholders.  Furthermore, it is anticipated that such persons may be engaged
on an "as needed" basis without a continuing fiduciary or other obligation to
the Company.

20. The Company may engage in a highly risky leveraged transaction.

There is a possibility that any acquisition of a business opportunity by the
Company may be leveraged, i.e., the Company may finance the acquisition of the
business opportunity by borrowing against the assets of the business opportunity
to be acquired, or against the projected future revenues or

<PAGE>  8

profits of the business opportunity.  This could increase the Company's
exposure to larger losses.  A business opportunity acquired through a
leveraged transaction is profitable only if it generates enough revenues to
cover the related debt and expenses.  Failure to make payments on the debt
incurred to purchase the business opportunity could result in the loss of a
portion or all of the assets acquired.  There is no assurance that any business
opportunity acquired through a leveraged transaction will generate sufficient
revenues to cover the related debt and expenses.

21.  Significant competition may impair the Company's ability to locate
     the best available business opportunity.

The search for potentially profitable business opportunities is intensely
competitive.  The Company expects to be at a disadvantage when competing with
many firms that have substantially greater financial and management resources
and capabilities than the Company.  These competitive conditions will exist in
any industry in which the Company may become interested.

22. There are no foreseeable dividends for the Company's shareholders.

The Company has not paid dividends on its Common Stock and does not anticipate
paying such dividends in the foreseeable future.

23. The Company's present Management and Stockholders may lose control.

The Company may consider an acquisition in which the Company would issue as
consideration for the business opportunity to be acquired an amount of the
Company's authorized but unissued Common Stock that would, upon issuance,
represent the great majority of the voting power and equity of the Company.
The result of such an acquisition would be that the acquired company's
stockholders and management would control the Company, and the Company's
management could be replaced by persons unknown at this time.  Such a merger
would result in a greatly reduced percentage of ownership of the Company by
its current shareholders. In addition, the Company's President could sell
his control block of stock at a premium price to the acquired company's
stockholders.

24. There is no public trading market for the Company's common stock.

There is no public market for the Company's common stock, and no assurance can
be given that a market will develop or that a shareholder ever will be able to
liquidate his investment without considerable delay, if at all.  If a market
should develop, the price may be highly volatile.  Factors such as those
discussed in this "Risk Factors" section may have a significant impact upon
the market price of the securities offered hereby.  Owing to the low price of
the securities, many brokerage firms may not be willing to effect transactions
in the securities.  Even if a purchaser finds a broker willing to effect a
transaction in these securities, the combination of brokerage commissions,
state transfer taxes, if any, and any other selling costs may exceed the
selling price.  Further, many lending institutions will not permit the use of
such securities as collateral for any loans.

<PAGE>  9

25. Affiliates and their successors/assigns may have exposure and risk
    if re-selling securities pursuant to Rule 144.

All of the outstanding shares of Common Stock held by present stockholders are
"restricted securities" within the meaning of Rule 144 under the Securities
Act of 1933, as amended.

As restricted shares, these shares may be resold only pursuant to an effective
registration statement or under the requirements of Rule 144 or other
applicable exemptions from registration under the Act and as required under
applicable state securities laws.  Rule 144 provides in essence that a person
who has held restricted securities for a prescribed period may, under certain
conditions, sell every three months, in brokerage transactions, a number of
shares that does not exceed the greater of 1.0% of a company's outstanding
common stock or the average weekly trading volume during the four calendar
weeks prior to the sale.  As a result of revisions to Rule 144 which became
effective on or about April 29, 1997, there will be no limit on the amount of
restricted securities that may be sold by a nonaffiliate after the restricted
securities have been held by the owner for a period of two years.  A sale
under Rule 144 or under any other exemption from the Act, if available, or
pursuant to subsequent registrations of shares of Common Stock of present
stockholders, may have a depressive effect upon the price of the Common Stock
in any market that may develop.

Of the total 2,247,500 shares of common stock held by present stockholders of
the Company, 2,200,000 shares were issued pursuant to Rule 701 and may
become available for resale under Rule 144, on or about August 1, 2000. However,
recent correspondence directed from the Commission to the NASD suggests that
Rule 144 sales by affiliates or their successors/assigns will generally not
be afforded an opportunity to rely on Rule 144 for "safe harbor" re-selling
under such rule and will most likely only be able to transfer such securities
pursuant to an effective registration statement filed under the Securities
Act of 1933 (the "Act").

26. Blue Sky considerations may negatively impact the Company's ability
    to sell or transfer its securities or to establish secondary trading
    markets.

Because the securities registered hereunder have not been registered for
resale under the blue sky laws of any state, the holders of such shares and
persons who desire to purchase them in any trading market that might develop
in the future, should be aware that there may be significant state blue-sky law
restrictions upon the ability of investors to sell the securities and of
purchasers to purchase the securities.  Some jurisdictions may not
under any circumstances allow the trading or resale of blind-pool or "blank-
check" securities.  Accordingly, investors should consider the secondary
market for the Company's securities to be a limited one.






<TABLE>
<CAPTION>

Article 5 Fin. Data Schedule for 3rd Qtr 10-Q

<S>                               <C>

<PERIOD-TYPE>                     9-MOS
<FISCAL-YEAR-END>                 DEC-31-2004
<PERIOD-START>                    JAN-01-2004
<PERIOD-END>                      SEP-30-2004
<CASH>                                     0
<SECURITIES>                               0
<RECEIVABLES>                              0
<ALLOWANCES>                               0
<INVENTORY>                                0
<CURRENT-ASSETS>                           0
<PP&E>                                     0
<DEPRECIATION>                             0
<TOTAL-ASSETS>                             0
<CURRENT-LIABILITIES>                      0
<BONDS>                                    0
<PREFERRED-MANDATORY>                      0
<PREFERRED>                                0
<COMMON>                              51,900
<OTHER-SE>                                 0
<TOTAL-LIABILITY-AND-EQUITY>               0
<SALES>                                    0
<TOTAL-REVENUES>                           0
<CGS>                                      0
<TOTAL-COSTS>                              0
<OTHER-EXPENSES>                           0
<LOSS-PROVISION>                           0
<INTEREST-EXPENSE>                         0
<INCOME-PRETAX>                            0
<INCOME-TAX>                               0
<INCOME-CONTINUING>                        0
<DISCONTINUED>                             0
<EXTRAORDINARY>                            0
<CHANGES>                                  0
<EPS-PRIMARY>                           (.00)
<EPS-DILUTED>                           (.00)


</TABLE>





</SEC-DOCUMENT>
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