SECURITIES AND EXCHANGE COMMISSION

             WASHINGTON, D.C. 20549
                FORM 10-QSB

  [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR
15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For
the quarterly period ended June 30, 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)


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

  829 Francis Drive, Palm Springs, California       92262
  (Address of Principal Executive Offices)         (Zip Code)


                (760) 322-9277
     (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   X            No

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
                                  June 30, 2004

  No Exhibits included.








Item 1. Financial Statements

            KNICKERBOCKER CAPITAL CORPORATION
                     BALANCE SHEET



                                June 30,   Dec. 31,
                                  2004        2003


ASSETS:

Total Assets                   $    -0-    $    -0-
                                =======     =======

    LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT):

Current Liabilities:             50,000      50,000
                                -------     -------
      Total Liabilities:       $ 50,000    $ 50,000
                                -------     -------
STOCKHOLDERS' EQUITY (DEFICIT):

Common Stock:
500,000,000 shares authorized,
$0.001 par value, 200,000
shares issued and outstanding $261,374    $261,374

Preferred stock:
50,000,000 Shares authorized,
$0.01 par value, no shares
issued and outstanding               -           -
Additional Paid-In Capital       90,845      90,845

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
         For 3 Months and Year to date periods ended June 30, 2004



                              3 Months Ended   6 Months Year to Date
                             2004        2003     2004       2004

                             -------   -------   -------   -------
Revenue/Income              $    -0-  $   -0-   $    -0-  $    -0-

Operating Expenses               -0-      -0-        -0-       -0-
                             -------   -------   -------   -------
Total Operating Expense     $    -0-  $    -0-  $    -0-  $    -0-
                             -------   -------   -------   -------
Net (Loss) Income from
  Operations                $    -0-  $    -0-  $    -0-  $    -0-
                             =======   =======   =======   =======

Weighted average number of
shares outstanding          200,000   200,000   200,000   200,000
                             -------   -------   -------   -------

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




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









                 KNICKERBOCKER CAPITAL CORPORATION
                     STATEMENTS OF CASH FLOWS
       For 3 Months and Year to dated periods ended June 30, 2004



                               3 Months Ended  6 Months Year to Date
                                2004      2003     2004      2004
                              -------  -------   -------   -------

Cash Flows From
Operating Activities:

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

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

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

Cash and Cash Equivalents,
Beginning of Period             -0-      -0-       -0-       -0-
                              -------  -------   -------   -------
Cash and Cash Equivalents,
End of Period               $   -0-  $   -0-   $   -0-   $   -0-
                              =======  =======   =======   =======




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









KNICKERBOCKER CAPITAL CORPORATION
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
June 30, 2004


GENERAL.
The condensed consolidated 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 generally accepted
accounting principles 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 and six months year to date periods ended June 30, 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 consolidated 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.

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

NOTE 1 - ORGANIZATION:

Knickerbocker Capital Corporation, (the "Company") commenced operations
with certain nominal operations on November 6, 1986 upon establishing a
bank account and subsequently incorporating in the State of Colorado on
February 24, 1987 for the purpose of acquiring an interest in
unspecified business opportunities through merger or acquisitions.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

Public Stock Offering:

On April 7, 1988 the Company completed a public stock offering and
raised $300,000.  Stock offering costs were $38,430 and were offset
against the proceeds.

Reverse acquisition and Subsequent Business
Discontinuance:

On June 10, 1988, Knickerbocker Capital Corporation entered into an
agreement to acquire a concrete formula and rights to produce and sell
the product from Promotional Video Productions, Inc. (PVP), a Nevada
corporation.  PVP had been incorporated April 27, 1987 to acquire the
aforementioned product and rights.  As a result of the agreement, the
Company issued common stock for 100% of the common stock of PVP.  The
transaction has been treated as a reverse acquisition in that PVP
acquired the net assets of the Company.



The Company issued 29,775,000 shares in connection with the reverse
acquisition by PVP, the cost of acquisition and issuance of shares were
offset against the pre-Capitalization equity and resulted in a discount
to the common stock.  The concrete business was not a profitable
business and was discontinued in 1990.  There have been no significant
operations since that date.

Fixed Assets:

Fixed assets were depreciated on a straight line basis commencing in
the month the asset was purchased and placed in service.  The fixed
assets were sold at a loss in 1989, and the resulting charge was to
operations and is included in accumulated deficit.

NOTE 3 - GOING CONCERN AND INCIDENTAL COSTS:

The Company has had no significant business activity since 1990.  The
Company incurred significant losses from operations until 1990 and
certain other incidental costs and expenses in 1995 and 1994.  The
Company has a significant accumulated deficit and no assets.  These
factors indicate that the Company may be unable to continue in
existence.  The financial statements do not include any adjustments
relating to the amounts and classification of liabilities that might be
necessary in the event the Company cannot continue in existence.

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





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 3
that pertain to maintaining the Company's legal registration, there are
no major cash requirements.

For the three and six months year to date periods ended June 30, 2004
and 2003 Knickerbocker did not pursue any financing activities.

For the three and six months year to date periods ended June 30, 2004
and 2003, the Company did not pursue any investing activities.

Results of Operations.

For the three and six months year to date periods ended June 30, 2004
and 2003, Knickerbocker has not received any revenues from operations.

General and administrative expenses for the three months and six months
year to date periods ended June 30, 2004 were $-0-, resulting in a loss
from operations of $(0.0).

General and administrative expenses for the three and six months year
to date periods ended June 30, 2004 were $-0-, resulting in a loss from
operations of $(0.0).

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
10QSB (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 material information required to
be filed in this quarterly report on Form 10QSB 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:     July 3, 2004
By:
/s/ Dempsey K. Mork
-----------------------------
Dempsey K. Mork
President and Chief
Executive Officer









               CERTIFICATIONS

I, Dempsey Mork, certify that:

1.   I have reviewed this quarterly report on Form 10QSB 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:  June 30, 2004

/s/ Dempsey Mork
----------------------------
Dempsey Mork
Chief Executive Officer
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-Q for the period ending June 30,
2004 as filed with the Securities and Exchange Commission on the date
hereof (the "Report"), I, Dempsey Mork, Chief Executive Officer and
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/ Dempsey Mork
-------------------------------
Dempsey Mork
Chief Executive Officer
Chief Financial Officer

July 3, 2004