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, 2005

[  ] 	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 Identification No.)
Incorporation or Organization)


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 (or 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 90days.

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, par value)  (Number of Shares outstanding at August 15, 2005)


               PART I - FINANCIAL INFORMATION

Item 1.   Financial Statements

The Financial Statements of the Company required to be filed with this 10-QSB
Quarterly Report were prepared by management and commence on the following
page, together with related Notes.  In the opinion of management, these
Financial Statements fairly present the financial condition of the Company,
but should be read in conjunction with the Financial Statements of the Company
for the year ended December 31, 2004 previously filed with the Securities
and Exchange Commission.


KNICKERBOCKER CAPITAL CORPORATION
BALANCE SHEET
June 30, 2005
(UNAUDITED)



ASSETS
Total assets		                   	$	-
                                                  ============


LIABILITIES AND STOCKHOLDERS DEFICIT

LIABILITIES
Current liabilities (note 4) 	         	$	50,000
                                                  ------------
      Total liabilities  		     	 	50,000

STOCKHOLDERS DEFICIT (note 3)
Preferred stock; $0.001 par value; 50,000000 shares
   authorized; no shares issued and outstanding		-

Common stock; $0.001 par value; 500,000,000 shares
   authorized; 200,000 shares issued and outstanding	   200

Additional paid-in capital		               352,019
Accumulated deficit		                      (402,219)
                                                   ------------
Total stockholders' deficit	                       (50,000)
                                                   ------------
Total liabilities and stockholders' deficit	$	-
                                                   ============














KNICKERBOCKER CAPITAL CORPORATION
STATEMENTS OF OPERATIONS
(UNAUDITED)




                   For the Six Months Ended     For the Three Months Ended
                          June 30,                  June 30,
                      2005        2004        2005           2004

                  -----------------------------------------------------
Revenues          $         -  $         -  $       -   $           -

Expenses                    -            -          -               -

                  -----------  -----------  ----------  -------------
Net income (loss) $         -  $         -  $       -   $           -

                  ===========  ===========  =========   =============
Net income (loss)
   per share      $         -  $         -  $       -   $           -
                  ===========  ===========  =========   =============

Weighted average number
common shares
outstanding         200,000      200,000      200,000      200,000

                  ===========  ===========   ========   =============





















KNICKERBOCKER CAPITAL CORPORATION
STATEMENTS OF CASH FLOWS
(UNAUDITED)


                                            For the Six Months Ended
                                                     June 30,
                                                2005         2004
                                             ------------------------
Operating Activities

   Net income (loss)                         $         -  $         -


Adjustments to reconcile net loss
  to net cash used in operations:                      -            -


Changes in operating assets and liabilities:           -            -
                                             -----------  -----------
Cash provided by (used in) operating activities        -            -


Investing Activities                                   -            -

                                              ----------  -----------
Financing Activities                                   -            -
                                              ----------  -----------
Net change in cash                                     -            -
Cash at beginning of the period                        -            -
                                              ----------  -----------
Cash at end of the perio
                     $        -  $         -
                                              ==========  ===========





KNICKERBOCKER CAPITAL CORPORATION
NOTES TO FINANCIAL STATEMENTS
June 30, 2005
(UNAUDITED)

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 six months ended
June 30, 2005 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, 2004.

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 the year ended
December 31, 2005.

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 Company s 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 June 30, 2005.

Common Stock shares issued and outstanding as of June 30, 2005 were
200,000.


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:


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 six months ended June 30, 2005.

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 bases. 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 2020.
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 June 30,
2005 were 200,000.

NOTE 4 - CURRENT LIABILITIES:

The $50,000 balance at June 30, 2005 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 and 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 OR PLAN OF OPERATION

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 six months ended June 30, 2005 and 2004, Knickerbocker did
not pursue any investing or financing activities.


Results of Operations


For the six months ended June 30, 2005 and 2004, Knickerbocker did
not receive any revenues from operations.

General and administrative expenses for the three and  six months
ended June 30, 2005 and 2004 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 (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 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

The following exhibits are filed herewith:

31.1(a) and (b) Certifications pursuant to Rule 13a-14(a) or
  15d-14(a) under the Securities Exchange Act of 1934, as amended.

32.1(a) and (b) Certifications pursuant to 18 U.S.C.
  Section 1350, as adopted pursuant to Section 906 of the
  Sarbanes-Oxley Act of 2002.

                  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:     August 15, 2005
By:   /s/ Dempsey K. Mork
- ---------------------------

Dempsey K. Mork
President and Chief
Executive Officer

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




CERTIFICATIONS

Exhibit 31.1(a)

I, Dempsey Mork, certify that:

1.   I have reviewed this quarterly report on Form 10-QSB 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, or caused
     such disclosure controls and procedures to be designed under
     our supervision,  to ensure that material information relating
     to the registrant, including its consolidated subsidiaries,
     is made known to us by others within those entities,
     particularly during the period in which this 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;


(d)   disclosed in this report any change in the registrant s
      internal control over financial reporting that occurred
      during the registrant s most recent fiscal quarter (the
      registrant s fourth fiscal quarter in the case of an
      annual report) that has materially affected, or is
      reasonably likely to materially affect, the registrant s
      internal control over financial reporting; and


5.   The registrant s other certifying 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:  August 15, 2005

/s/Dempsey Mork
- --------------------------
Dempsey Mork
President, Chief Executive Officer, Director


Exhibit 31.1(b)

I, Norbert LeBoeuf, certify that:

1.   I have reviewed this quarterly report on Form 10-QSB 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, or
      caused such disclosure controls and procedures to be
      designed under out supervision, to ensure that material
      information relating to the registrant, including its
      consolidated subsidiaries, is made known to us by others
      within those entities, particularly during the period in
      which this 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;

(d)   disclosed in this report any change in the registrant s
      internal control over financial reporting that occurred
      during the registrant s most recent fiscal quarter
      (the registrant s fourth fiscal quarter in the case
      of an annual report) that has materially affected,
      or is reasonably likely to materially affect, the
      registrant s internal control over financial
      reporting; and

5.   The registrant s other certifying 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:  August 15, 2005

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



Exhibit 32.1(a)

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 Knickerbocker
Capital Corporation (the "Company") on Form 10-QSB for
the period ending June 30, 2005, 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.


Dempsey Mork
- -----------------------------
Dempsey Mork
President, Chief Executive Officer, Director

August 15, 2005


Exhibit 32.1(b)

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 for the period
ending June 30, 2005 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
August 15, 2005