SECURITIES AND EXCHANGE COMMISSION
             WASHINGTON, D.C. 20549
                FORM 10-QSB/A

  [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR
15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For
the quarterly period ended March 31, 2004

  [ ] TRANSITION  REPORT  PURSUANT TO SECTION 13 OR
15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for
the transition period from _____to _____

      Commission File Number 33-15596-D

     Knickerbocker Capital Corporation
   (Exact Name of Registrant as specified
                in its Charter)


 Nevada                                      54-1059107
  (State or other Jurisdiction of          I.R.S. Employer Identi-
  Incorporation or Organization                fication No.)

52-625 Desert Club Drive (Suite# 207), La Quinta, CA       92252
  (Address of Principal Executive Offices)           (Zip Code)


                (760) 219 2776
     (Registrant's Telephone Number,
            including Area Code)

  Indicate by check mark whether the Registrant (i) 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 (of for such
shorter period that the Registrant was required to file such reports)
and (ii) has been subject to such filing requirements for the past 90
days.

   Yes               No  X

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

Common Stock, $.001 par value        200,000
- - -----------------------------------------------
Title of Class                   Number of Shares
                                  outstanding at
                                  March 31, 2005

  No Exhibits included.























Item 1. Financial Statements
            KNICKERBOCKER CAPITAL CORPORATION
                     BALANCE SHEETS
                              March 31,   Dec. 31,
                                  2004        2003
	                     (UNAUDITED)  (AUDITED)
ASSETS:
Total Assets                   $    -0-    $    -0-
                                =======     =======
LIABILITIES AND STOCKHOLDERS' DEFICIT:

Current Liabilities:             50,000      50,000
                                -------     -------
      Total Liabilities:       $ 50,000    $ 50,000
                                -------     -------
STOCKHOLDERS' DEFICIT:
Common Stock:
500,000,000 shares authorized,
$0.001 par value, 200,000
shares issued and outstanding      $200    $200

Preferred stock:
50,000,000 Shares authorized,
$0.01 par value, no shares
issued and outstanding               -           -
Additional Paid-In Capital    352,019      352,019

Accumulated Deficit          (402,219)   (402,219)
                               --------    --------
Total Stockholders'Deficit   $(50,000)   $(50,000)
                               --------    --------
      Total Liabilities and
       Stockholders' Deficit   $    -0-    $    -0-
                                =======     =======

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

                   KNICKERBOCKER CAPITAL CORPORATION
                       STATEMENTS OF OPERATIONS
	                          (UNAUDITED)


                              3 Months Ended
		               March 31,
                             2004        2003
		            -------   -------
Revenue/Income              $    -0-  $   -0-

Operating Expenses               -0-      -0-       -
                             -------   -------   -------
Total Operating Expense     $    -0-  $    -0-
                             -------   -------   -------
Net (Loss) Income from
  Operations                $    -0-  $    -0-
                             =======   =======
Weighted average number of
shares outstanding          200,000   200,000
                             -------   -------   -------

Net(Loss) Income per Share   $   -0-   $   -0-
                             =======   =======   =======




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






                 KNICKERBOCKER CAPITAL CORPORATION
                     STATEMENTS OF CASH FLOWS
		       (UNAUDITED)


                               3 Months Ended
		                  March 31,
		                2004     2003
		              -------  -------

Cash Flows From
Operating Activities:

Net Profit (Loss)            $   -0-  $   -0-

Adjustments to Reconcile
Net Loss to Net Cash Used
from Operations                 -0-      -0-
                              -------  -------   -------
Net Cash Provide (Used) by
Operating Activities        $   -0-  $   -0-

Increase (Decrease) in Cash      -0-      -0-

Cash and Cash Equivalents,
Beginning of Period             -0-      -0-
                             -------   -------
Cash and Cash Equivalents,
End of Period               $   -0-  $   -0-
		              =======  =======
The accompanying notes are an integral part of
these financial statements.





KNICKERBOCKER CAPITAL CORPORATION
NOTES TO FINANCIAL STATEMENTS
March 31, 2004

GENERAL.
The condensed  financial statements of Knickerbocker
Capital Corporation included herein, have been prepared without audit
pursuant to the rules and regulations of the Securities and
Exchange Commission.  Although certain information normally included in
financial statements prepared in accordance with
accounting principles generally accepted  in the United States of America
has been condensed or omitted, Knickerbocker
believes that the disclosures are adequate to make the information
presented not misleading.  The condensed financial statements for the
three months ended March 31, 2004 should be
read in conjunction with the financial statements and notes thereto
included in this report, and the Knickerbocker Annual Report on Form
10-KSB for the fiscal year ended December 31, 2003.

The condensed  financial statements included herein reflect
all normal recurring adjustments that, in the opinion of management,
are necessary for fair presentation.  The results for the interim
period are not indicative of trends or of results to be expected for a
full year.


NOTE 1 - ORGANIZATION:

Knickerbocker Capital Corporation, (the "Company) incorporated in the
State of Colorado on February 24, 1987 for the purpose of acquiring an
interest in unspecified business opportunities through mergers or
acquisitions.  On February 25, 2004, the Company merged with
Knickerbocker Capital Corporation (a Nevada entity) for the purpose
of changing its domicile from Colorado to Nevada.The Company has not
commenced operations and has no working capital.

The Companys articles initially authorized 500,000,000 shares of
Preferred Stock and 500,000,000 shares of Common Stock, both at a
par value of $0.001 per share.

No Preferred Stock shares have been issued and none are outstanding as
of March 31, 2004 and 2003.

Common Stock shares issued and outstanding as of March 31, 2004 and
2003 were 200,000.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

DEVELOPMENT STAGE COMPANY

Due to the Company having no operations or specific business plan, the
Company is not considered a Development Stage Company as defined in
SFAS 7, Accounting and Reporting by Development Stage Companies.
Therefore, cumulative amounts are not reported on the statements of
operations or cash flows.

CASH AND EQUIVALENTS

The Company considers all highly liquid debt instruments purchased
with a maturity of three months or less to be cash equivalents. No
cash was paid for interest for the periods ended March 31, 2004 and
2003.

LOSS PER COMMON SHARE

Loss per common share is computed by dividing the net loss for the
period by the weighted average number of shares outstanding for the
periods presented.

USE OF ESTIMATES

The preparation of the accompanying financial statements, in conformity
with accounting principles generally accepted in the United States of
America, requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities, and
disclosure of contingent assets and liabilities at the date of the
financial statements, and the reported amounts of expenses during the
reporting periods. Actual results could differ from those estimates.

INCOME TAXES

Deferred tax assets and liabilities are recognized for the future tax
consequences attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their respective
tax basis. Deferred tax assets and liabilities are measured using enacted
tax rates expected to apply to taxable income in the years in which
those temporary differences are expected to reverse. The effect on
deferred tax assets and liabilities from a change in tax rates is
recognized in the statement of operations in the period that includes
the enactment date. The Company has not yet commenced an active trade
or business, therefore, the Company did not provide any current or
deferred federal or state income tax provision or benefit for any of
the periods presented because to date, it has experienced operating
losses. The Company has a federal net operating loss carryforward of
approximately $50,000 expiring in the years 2010 through 2019. The
tax benefit of this net operating loss, based on an effective tax
rate of 40%, is approximately $20,000 and has been completely offset
by a valuation allowance. There was no change in the valuation
allowance for the periods presented.

The use of the net operating loss carryforward is subject to
limitations imposed by the Internal Revenue Service in the event
of a change in control.

FAIR VALUE OF ASSETS

The Company currently has no assets and is, therefore, at this
time not subject to FAS No. 121 concerning the impairment of
long lived assets which requires an assessment and measurement
of these assets.

NOTE 3 STOCKHOLDERS EQUITY

On March 21, 2000, a 10,000 for 1 reverse split was made on the
261,200,000 shares of Common Stock issued and outstanding,
resulting in 26,120 shares of Common Stock issued and outstanding.

On April 15, 2000, 173,880 shares of Common Stock were issued at
the stated par value of $0.001 per share for services rendered to
the Company by officers/directors and an outside consultant,
resulting in total common shares issued and outstanding of 200,000.
There has been no Common Stock issued since then.  The total shares of
Common Stock issued and outstanding as of March 31, 2004 were 200,000.

NOTE 4-CURRENT LIABILITIES:

The $50,000 balance at March 31, 2004 represents accruals of $10,000
per year for management services rendered during 1995, 1996, 1997,
1998, and 1999.  In December 1999, the accruals were converted into
a non-interest bearing convertible promissory note, convertible at
a rate of $.05/cents per share at the option of the holder for a
total of 1,000,000 shares of Common Stock.  If not sooner converted
into common stock, the principal amount is due December 31, 2006.

NOTE 5 - GOING CONCERN AND INCIDENTAL COSTS:

The accompanying financial statements have been prepared in conformity
with accounting principles generally accepted in the United States of
America, which contemplate continuation of the Company as a going
concern.  However, the Company has incurred losses since its inception
and has not yet been successful in establishing profitable operations.
These factors raise substantial doubt about the ability of the Company
to continue as a going concern.  Unanticipated costs and expenses or
the inability to generate revenues could require additional financing,
which would be sought through bank borrowings, or equity or debt
financing.  To the extent financing is not available, the Company
may not be able to, or may be delayed in, developing its business
purpose.  The accompanying financial statements do not reflect any
adjustments that might result from the outcome of these uncertainties.

Incidental costs to maintain the legal registration of the Company in
the State of Nevada and with the Securities Exchange Commission have
been paid or assumed by the current officers and directors.

The Company intends to actively pursue a business relationship with a
qualified merger or acquisition candidate.  Costs incurred on these
efforts will continue to be borne/paid by the Officers/Directors of
the Company in the form of loans/advances or the issuance of stock.

Item 2.  MANAGEMENTS' DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS
AND FINANCIAL CONDITION.

The Company has not commenced operations and has no working capital.

Capital and Source of Liquidity.   Knickerbocker does not expect to
purchase any plant or significant equipment.

Other than incidental costs mentioned previously in Financial Note 5
that pertain to maintaining the Company's legal registration, there
are no major cash requirements.

For the three months ended March 31, 2004 and 2003, Knickerbocker
did not pursue any investing or financing activities.

Results of Operations.

For the three months ended March 31, 2004 and 2003, Knickerbocker
did not receive any revenues from operations.

General and administrative expenses for the three months ended March
31, 2004 and 2003 were $-0-, resulting in a loss from operations of
$-0-.

Item 3. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Our management, under the supervision and with the participation of our
chief executive officer and chief financial officer, conducted an
evaluation of our "disclosure controls and procedures" (as defined in
Securities Exchange Act of 1934 (the "Exchange Act") Rules 13a-14(c))
within 90 days of the filing date of this quarterly report on Form
10-QSB/A (the "Evaluation Date").  Based on their evaluation, our chief
executive officer and chief financial officer have concluded that as of
the Evaluation Date, our disclosure controls and procedures are
effective to ensure that all material information required to
be filed in this quarterly report on Form 10-QSB/A has been made known
to them in a timely fashion.

Changes in Internal Controls

There have been no significant changes (including corrective actions
with regard to significant deficiencies or material weaknesses) in our
internal controls or in other factors that could significantly affect
these controls subsequent to the Evaluation Date set forth above.



          PART II.  OTHER INFORMATION

Item 1.  LEGAL PROCEEDINGS
                 None

Item 2.  CHANGES IN SECURITIES
                 None

Item 3.  DEFAULTS UPON SENIOR SECURITIES
                 None

Item 4.  SUBMISSION OF MATTER TO A VOTE OF SECURITY
HOLDERS
                 None

Item 5.  OTHER INFORMATION
                 None

Item 6.  EXHIBITS AND REPORTS ON FORM 8-K
                 None




                   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 thereunto duly authorized.

Date:     May 18, 2005
By:
/s/ Dempsey K. Mork
-----------------------------
Dempsey K. Mork
President and Chief
Executive Officer

/s/ Norbert LeBoeuf
------------------------------
Norbert LeBoeuf
Chief Financial Officer











CERTIFICATIONS

I, Dempsey Mork, certify that:

1.   I have reviewed this quarterly report on Form 10-QSB/A of
Knickerbocker Capital Corporation.

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

3.   Based on my knowledge, the financial statements, and other
financial information included in this quarterly report, fairly
present, in all material respects, the financial condition, results of
operations and cash flows of the registrant as of, and for, the periods
presented in this quarterly report;

4.   The registrant's other certifying officers and I are responsible
for establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
we have:

(a)   designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly report
is being prepared;

(b)   evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to the filing
date of this quarterly report (the "Evaluation Date"); and

(c)   presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;

5.   The registrant's other certifying officers and I have disclosed,
based on our most recent evaluation, to the registrant's auditors and
the audit committee of the registrant's board of directors (or persons
performing the equivalent function):

(a)   all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrant's ability
to record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and

(b)   any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's
internal controls; and


(6)  The registrant's other certifying officers and I have indicated in
this quarterly report whether or not there were significant changes in
internal controls or in other factors that could significantly affect
internal controls subsequent to the date of our most recent evaluation,
including any corrective actions with regard to significant
deficiencies and material weaknesses.

Date:  May 18, 2005

/s/ Dempsey Mork
----------------------------
Dempsey Mork
Chief Executive Officer





I, Norbert LeBoeuf, certify that:

1.   I have reviewed this quarterly report on Form 10-QSB/A of
Knickerbocker Capital Corporation.

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

3.   Based on my knowledge, the financial statements, and other
financial information included in this quarterly report, fairly
present, in all material respects, the financial condition, results of
operations and cash flows of the registrant as of, and for, the periods
presented in this quarterly report;

4.   The registrant's other certifying officers and I are responsible
for establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
we have:

(a)   designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly report
is being prepared;

(b)   evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to the filing
date of this quarterly report (the "Evaluation Date"); and

(c)   presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;

5.   The registrant's other certifying officers and I have disclosed,
based on our most recent evaluation, to the registrant's auditors and
the audit committee of the registrant's board of directors (or persons
performing the equivalent function):

(a)   all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrant's ability
to record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and

(b)   any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's
internal controls; and


(6)  The registrant's other certifying officers and I have indicated in
this quarterly report whether or not there were significant changes in
internal controls or in other factors that could significantly affect
internal controls subsequent to the date of our most recent evaluation,
including any corrective actions with regard to significant
deficiencies and material weaknesses.

Date:  May 18, 2005

/s/ Norbert LeBoeuf
----------------------------
Norbert LeBoeuf
Chief Financial Officer




        CERTIFICATION PURSUANT TO
         18 U.S.C. SECTION 1350
          AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Knickbocker Capital
Corporation (the "Company") on Form 10-QSB/A for the period ending Mar. 31,
2004 as filed with the Securities and Exchange Commission on the date
hereof (the "Report"), I, Dempsey Mork, Chief Executive Officer of the
Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
            (1) The Report fully complies with the requirements of
Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
           (2) The information contained in the Report fairly presents,
in all material respects, the financial condition and result of
operations of the Company.



/s/ Dempsey Mork
-------------------------------
Dempsey Mork
Chief Executive Officer





 CERTIFICATION PURSUANT TO
         18 U.S.C. SECTION 1350
          AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Knickbocker Capital
Corporation (the "Company") on Form 10-QSB/A for the period ending
Mar. 31, 2004 as filed with the Securities and Exchange Commission
on the date hereof (the "Report"), I, Norbert LeBoeuf, Chief
Financial Officer of the Company, certify, pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, that:
            (1) The Report fully complies with the requirements of
Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
           (2) The information contained in the Report fairly presents,
in all material respects, the financial condition and result of
operations of the Company.

/s/Norbert LeBoeuf
-------------------------------
Norbert LeBoeuf
Chief Financial Officer
May 18, 2005