XAnnual report under section 13 or 15(d) of the Securities Exchange Act of 1934

 	For the fiscal year ended December 31, 2003.

___Transition report under section 13 or 15(d) of the Securities Exchange Act of 1934

 	For the transition period from ____ to ____.

|Florida                                        | 0-50000                  | 65-0664963                       
|---------------------------------------------- | ------------------------ | ---------------------------------
|(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification
No.)

|P.O. Box 110310Naples, FL               | 34108-0106
|--------------------------------------- | ----------
|(Address of Principal Executive Office) | (Zip Code)

Issuer's telephone number, including area code:(239) 598-2300

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



Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange
Act during the past 12 months (or for such shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for the past 90 days. [X ] Yes [ ] No

Check if  no disclosure of delinquent filers in response to Item 405 of Regulation S-B is not contained in
this form, and no disclosure will be contained, to the best of registrant's knowledge, in definitive proxy
or information statements incorporated by reference in Part III of this Form 10-KSB or any amendment to
this Form 10-KSB. [  ]

State issuer's revenues for its most recent fiscal year:   $ 0.

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

(ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)

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

(APPLICABLE ONLY TO CORPORATE REGISTRANTS)

State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest
practicable date: As of December 31, 2003, the Company had 7,491,350 shares outstanding.

**DOCUMENTS INCORPORATED BY REFERENCE**

****If the following documents are incorporated by reference, briefly describe them and identify the part of
the Form 10-KSB (e.g., Part I, Part II, etc.) into which the document is incorporated: (1) any annual
report to security holders; (2) any proxy or information statement; and (3) any prospectus filed pursuant
to Rule 424(b) or (c) of the Securities Act of 1933 ("Securities Act"). The listed documents should be
clearly described for identification purposes (e.g., annual report to security holders for fiscal year ended
December 24, 1990).

Transitional Small Business Disclosure Format (Check one): Yes ____; No _X__



---

PART I

ITEM 1.        
DESCRIPTION OF BUSINESS.****

General

The Company was incorporated under the laws of the State of Florida on May 6, 1996.  To date,
the Company's only activities have been organizational ones, directed at developing its business plan and
raising its initial capital.  The Company has not commenced any commercial operations.  The Company
has no full-time employees and owns no real estate.

The Company is a "blind pool" or "blank check" company, whose business plan is to seek,
investigate, and, if warranted, acquire one or more properties or businesses, and to pursue other related
activities intended to enhance shareholder value.  The acquisition of a business opportunity may be made
by purchase, merger, exchange of stock, or otherwise, and may encompass assets or a business entity,
such as a corporation, joint venture, or partnership.  The Company has very limited capital, and it is
unlikely that the Company will be able to take advantage of more than one such business opportunity.
The Company intends to seek opportunities demonstrating the potential of long-term growth as opposed
to short-term earnings.

As of December 31, 2003, the Company has not identified any business opportunity that it plans to
pursue, nor has the Company reached any agreement or definitive understanding with any person
concerning an acquisition.

ITEM 2.         DESCRIPTION OF PROPERTY.

The Company currently has no investments in real estate, real estate mortgages, or real estate
securities.The Company maintains a mailing address at P.O. Box 110310, Naples, Florida 34108-0106.
The Company pays no rent for the use of this mailing address.

ITEM 3.        
	LEGAL PROCEEDINGS.

The Company is not a party to any pending legal proceedings, and no such proceedings are
known to be contemplated.  No director, officer or affiliate of the Company, and no owner of record or
beneficial owner of more than five percent (5%) of the securities of the Company, or any associate of any
such director, officer or security holder is a party adverse to the Company or has a material interest
adverse to the Company in reference to pending litigation.

ITEM 4.        
SUBMISSION OF MATTERS TO A VOTE OF  SECURITY HOLDERS

No matters were submitted to a vote of the security holders of the Company during the fourth
quarter of the fiscal year which ended December 31, 2003.

PART II

****ITEM 5.        
MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

There is not currently a public trading market for the Company's securities.  Such securities are
currently held of record by a total of approximately 61 persons.

No dividends have been declared or paid on the Company's securities, and it is not anticipated
that any dividends will be declared or paid in the foreseeable future.

ITEM 6.        MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

Certain statements in this report, including statements in the following discussion which are not
statements of historical fact, are what are known as "forward looking statements," which are basically
statements about the future.  For that reason, these statements involve risk and uncertainty since no one
can accurately predict the future.  Words such as "plans," "intends," "will," "hopes," "seeks,"
"anticipates," "expects  "and the like often identify such forward looking statements, but are not the only
indication that a statement is a forward-looking statement.  Such forward looking statements include
statements concerning our plans and objectives with respect to the present and future operations of the
Company, and statements which express or imply that such present and future operations will or may
produce revenues, income or profits.  Numerous factors and future events could cause the Company to
change such plans and objectives or fail to successfully implement such plans or achieve such objectives,
or cause such present and future operations to fail to produce revenues, income or profits.  Therefore, the
reader is advised that the following discussion should be considered in light of the discussion of risks and
other factors contained in this report on Form 10KSB and in the Company's other filings with the
Securities and Exchange Commission.   No statements contained in the following discussion should be
construed as a guarantee or assurance of future performance or future results.

Liquidity and Capital Resources

As of December 31, 2003, the Company remains in the development stage.  For the fiscal year
ended December 31, 2003, the Company's balance sheet reflects current asset and total assets of $ 0, and
current liabilities of $1,361.

The Company will carry out its plan of business as discussed above.   The Company does not
have sufficient assets or capital resources to pay its ongoing expenses while it is seeking out business
opportunities, and it has no current plans to raise additional capital through sale of securities, or
otherwise.   As a result, although the Company has no agreement in place with its shareholders or other
persons to pay expenses on its behalf, it is currently anticipated that the Company will rely on loans or
additional capital contributions from shareholders to pay expenses at least until it is able to consummate
a business transaction.

Results of Operations

During the period from May 6, 1996 (inception) through December31, 2003,  the Company has
engaged in no significant operations other than organizational activities, acquisition of capital and
preparation and filing of its registration statement on Form 10-SB under the Securities Exchange Act of
1934, as amended, compliance with its periodical reporting requirements and initial efforts to locate a
suitable merger or acquisition candidate.   No revenues were received by the Company during this period,
and the Company has accumulated a deficit of $47,593 during the development stage.

Plan of Operations

For the fiscal year ending December 31, 2004,  the Company will carry out its
business plan as discussed above.  The Company anticipates incurring a loss for the fiscal year as a result of expenses
associated with compliance with the reporting requirements of the Securities Exchange Act of 1934, and
expenses associated with its continuing efforts to locate a suitable merger or acquisition candidate.
The Company does not expect to generate revenues until it completes a business acquisition, and, depending upon
the performance of the acquired business,  it may also continue to operate at a loss after completion of a business combination.

Need for Additional Financing

The Company will require additional capital in order to meet its cash needs for the next year,
including the costs of compliance with the continuing reporting requirements of the Securities Exchange
Act of 1934, as amended.

No specific commitments to provide additional funds have been  made by management or other
stockholders, and the Company has no current plans, proposals, arrangements or understandings with
respect to the sale or issuance of additional securities prior to the location of a  merger or acquisition
candidate.  Accordingly, there can be no assurance that any additional funds will be available to the
Company to allow it to cover its expenses.  Notwithstanding the foregoing, to the extent that additional
funds are required, the Company anticipates receiving such funds in the form of loans or advancements
from current shareholders without issuance of additional shares or other securities, or through the private
placement of restricted securities rather than through a public offering.

The Company may also seek to compensate providers of services by issuances of stock in lieu of
cash.  For information as to the Company's policy in regard to payment for consulting services, see
"Certain Relationships and Transactions."

ITEM 7.	FINANCIAL STATEMENTS.

See the following pages.



---

STUDIO II PRODUCTIONS, INC.

********

I N D E X

INDEPENDENT AUDITORS' REPORT

BALANCE SHEET

STATEMENTS OF OPERATIONS

STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)

STATEMENTS OF CASH FLOWS

NOTES TO FINANCIAL STATEMENTS



---

**Child, Sullivan & Company****A Professional Corporation of CERTIFIED PUBLIC ACCOUNTANTS**

|****1284 W. Flint  Meadow  Dr., Suite D, Kaysville, U T 84037**** | ****PHONE: (801) 927-1337  FAX: (801) 927-1344****
|----------------------------------------------------------------- | --------------------------------------------------

INDEPENDENT AUDITORS' REPORT

To The StockholdersStudio II Productions, Inc.

We have audited the accompanying balance sheet of Studio II Productions, Inc. (a development stage
enterprise) as of December 31, 2003, and the related statements of operations, stockholders' equity
(deficit), and cash flows for the years then ended. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these financial statements based
on our audit. The financial statements of Studio II Productions, Inc. (a development stage enterprise) as
of and for the year ended December 31, 2002, were audited by other auditors whose report dated April
6, 2003, expressed an unqualified opinion on those statements.

We conducted our audit in accordance with auditing standards generally accepted in the United States of
America. Those standards require that we plan and perform the audit to obtain reasonable assurance
about whether the financial statements are free of material misstatement. An audit includes examining,
on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also
includes assessing the accounting principles used and significant estimates made by management, as well
as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable
basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the
financial position of Studio II Productions, Inc. (a development stage enterprise) as of December 31,
2003, and the results of its operations and its cash flows for the year then ended in conformity with
accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as
a going concern.  As shown in the financial statements, the Company has an accumulated deficit at
December 31, 2003.  The Company has suffered losses from operations and has a substantial need for
working capital.  This raises substantial doubt about its ability to continue as a going concern.  The
accompanying financial statements do not include any adjustments that may result from the outcome of
this uncertainty.

Child, Sullivan and CompanySalt Lake City, Utah

April 2, 2004



---

STUDIO II PRODUCTIONS, INC.

(A DEVELOPMENT STAGE ENTERPRISE)

BALANCE SHEET

|                                                     | December 31,
|---------------------------------------------------- | ------------
|ASSETS                                               | 2003        
|Current assets:                                      |             
|Cash                                                 | $-          
|Shareholder receivable                               | -           
|Total current assets                                 | -           
|                                                     |             
|Total assets                                         | $        -  
|                                                     |             
|LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)       |             
|Current liabilities:                                 |             
|Accounts payable                                     | $250        
|Payable to shareholder                               | 1,111       
|Total current liabilities                            | 1,361       
|                                                     |             
|Stockholders' equity (deficit):                      |             
|Common stock, $.001 par value; 10,000,000 shares     |             
|authorized, 7,491,350 shares issued and outstanding  | 7,491       
|Additional paid-in capital                           | 38,741      
|Deficit accumulated during the development stage     | (47,593)    
|Total stockholders' equity (deficit)                 | (1,361)     
|                                                     |             
|Total liabilities and	stockholders' equity (deficit) | $      -    

See notes to financial statements.



---

STUDIO II PRODUCTIONS, INC.

(A DEVELOPMENT STAGE ENTERPRISE)

STATEMENTS OF OPERATIONS

|                                            | December 31, |  | May 6, 1996(date of inception)
|------------------------------------------- | ------------ |  | ------------------------------
|                                            | 2003         |  | 2002                          
|                                            |              |  |                               
|Revenues                                    | $      -     |  | $       -                     
|Expenses:                                   |              |  |                               
|General and administrative                  | 3,716        |  | 2,884                         
|                                            |              |  |                               
|Net loss before taxes                       | (3,716)      |  | (2,884)                       
|                                            |              |  |                               
|Provision for income taxes                  | -            |  | -                             
|                                            |              |  |                               
|Net loss                                    | $(3,716)     |  | $(2,884)                      
|                                            |              |  |                               
|Loss per share                              | $   (.00)    |  | $   (.00)                     
|                                            |              |  |                               
|Weighted average common

shares outstanding | 7,491,350    |  | 7,491,350                     
|                                            |              |  |                               

See notes to financial statements.



---

STUDIO II PRODUCTIONS, INC.

(A DEVELOPMENT STAGE ENTERPRISE)

STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)

FROM MAY 6, 1996 (DATE OF INCEPTION) TO DECEMBER 31, 2003

|                                            | Common Stock |        |            |            
|------------------------------------------- | ------------ | ------ | ---------- | -----------
|                                            |              |        | Additional |            
|                                            |              |        | Paid-In    | Accumulated
|                                            | Shares       | Amount | Capital    | Deficit    
|Balance at May 6, 1996

(Date of Inception) | -            | $-     | $-         | $-         
|Net loss                                    | -            | -      | -          | (1,500)    
|Balance at December 31, 1996                | -            | -      | -          | (1,500)    
|                                            |              |        |            |            
|Net loss                                    | -            | -      | -          | (12,930)   
|Balance at December 31, 1997                | -            | -      | -          | (14,430)   
|                                            |              |        |            |            
|Common stock issued for cash                | 547,500      | 548    | 28,306     | -          
|Net loss                                    | -            | -      | -          | (13,835)   
|Balance at December 31, 1998                | 547,500      | 548    | 28,306     | (28,265)   
|                                            |              |        |            |            
|Common stock issued for cash                | 169,000      | 169    | 1,981      | -          
|Net loss                                    | -            | -      | -          | (3,940)    
|Balance at December 31, 1999                | 716,500      | 717    | 30,287     | (32,205)   
|                                            |              |        |            |            
|Common stock issued for cash                | 5,413,250    | 5,413  | 1,163      | -          
|Net loss                                    | -            | -      | -          | (5,727)    
|Balance at December 31, 2000                | 6,129,750    | 6,130  | 31,450     | (37,932)   
|                                            |              |        |            |            
|Common stock issued for cash                | 157,600      | 157    | 5,291      | -          
|Net loss                                    | -            | -      | -          | (3,061)    
|Balance at December 31, 2001                | 6,287,350    | 6,287  | 36,741     | (40,993)   
|                                            |              |        |            |            
|Common stock issued for cash                | 1,204,000    | 1,204  | 2,000      | -          
|Net loss                                    | -            | -      | -          | (2,884)    
|Balance at December 31, 2002                | 7,491,350    | 7,491  | 38,741     | (43,877)   
|                                            |              |        |            |            
|Net loss                                    | -            | -      | -          | (3,716)    
|Balance at December 31, 2003                | 7,491,350    | $7,491 | $38,741    | $(47,593)  

See notes to financial statements.



---

STUDIO II PRODUCTIONS, INC.

(A DEVELOPMENT STAGE ENTERPRISE)

STATEMENTS OF CASH FLOWS

|                                          | December 31, |  | May 6, 1996(date of inception)
|----------------------------------------- | ------------ |  | ------------------------------
|                                          | 2003         |  | 2002                          
|Cash flows from operating activities:     |              |  |                               
|Net loss                                  | $(3,716)     |  | $(2,884)                      
|Adjustments to reconcile net loss to net  |              |  |                               
|cash flows from operating activities:     |              |  |                               
|Changes in operating assets & liabilities |              |  |                               
|Shareholder receivable                    | 3,369        |  | (3,369)                       
|Payable to shareholder                    | 1,111        |  | -                             
|Accounts payable                          | (764)        |  | 1,014                         
|Net cash flows from operating activities  | -            |  | (5,239)                       
|                                          |              |  |                               
|Cash flows from financing activities:     |              |  |                               
|Issuance of common stock                  | -            |  | 3,204                         
|Net cash flows from financing activities  | -            |  | 3,204                         
|                                          |              |  |                               
|Net change in cash                        | -            |  | (2,035)                       
|Cash at beginning of period               | -            |  | 2,035                         
|Cash at end of period                     | $       -    |  | $          -                  
|                                          |              |  |                               

See notes to financial statements.



---

STUDIO II PRODUCTIONS, INC.

(A DEVELOPMENT STAGE ENTERPRISE)

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2003 AND 2002

1.        
Summary of Significant Accounting Policies

Description of Business

Studio II Productions, Inc. (a development stage enterprise) (the Company) was formed on May 6,
1996. The Company's activities to date have been primarily directed towards the raising of capital
and seeking business opportunities.

Estimates and Assumptions

The preparation of financial statements in conformity with generally accepted accounting principles
requires management to make estimates and assumptions that affect the reported amounts of assets
and liabilities and disclosures of contingent assets and liabilities at the date of the financial
statements and the reported amounts of income and expenses during the reporting period. Actual
results could differ from those estimates.

Earnings Per Share

Basic earnings per common share are computed by dividing net income (loss) by the weighted
average number of shares of common stock outstanding during the period. Due to net losses,
potentially dilutive securities would be antidilutive and are therefore not included.

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 of a change in tax rates is recognized in the
statement of operations in the period that includes the enactment date.

There is no provision for income taxes due to continuing losses. At December 31, 2003, the
Company has net operating loss carryforwards for tax purposes of approximately $48,000, which
expire through 2023. The Company has recorded a valuation allowance that fully offsets deferred tax
assets arising from net operating loss carryforwards because the likelihood of the realization of the
benefit cannot be established. The Internal Revenue Code contains provisions that may limit the net
operating loss carryforwards available if significant changes in stockholder ownership of the
Company occur.

2.        Going Concern

As shown in the consolidated financial statements, the Company has an accumulated deficit of
$47,593 at December 31, 2003, and no cash. The Company has suffered losses from operations and
has a substantial need for working capital. This raises substantial doubt about its ability to continue
as a going concern.  The accompanying consolidated financial statements do not include any
adjustments that may result from the outcome of this uncertainty. The Company is dependent on its
existing shareholders to be able to continue as a going concern. The Company has indicated its
intention to participate in one or more as yet unidentified business ventures, which management will
select after reviewing the business opportunities for their profit or growth potential.

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

A report on Form 8-K was filed on March 29, 2004, reporting a change of the Company's
independent accountant.

ITEM 8A.        CONTROLS AND PROCEDURES.

The Securities and Exchange Commission defines the term disclosure controls and procedures to
mean a company's controls and other procedures that are designed to ensure that information
required to be disclosed in the reports that it files or submits under the Securities Exchange Act of
1934 is recorded, processed, summarized and reported, within the time periods specified in the
Securities and Exchange Commissions rules and forms.   The Company maintains such a system of
controls and procedures in an effort to ensure that all information which it is required to disclose in
the reports it files under the Securities Exchange Act of 1934 is recorded, processed, summarized and
reported within the time periods specified under the SEC's rules and forms.

Based on an evaluation performed, the Company's certifying officers have concluded that the
disclosure controls and procedures were effective as of December 31, 2003, to provide reasonable
assurance of the achievement of these objectives.

There was no change in the Company's internal control over financial reporting during the fiscal year
ended December 31, 2003, that has materially affected, or is reasonably likely to materially affect,
the Company's internal control over financial reporting.

PART  III

ITEM 9.        	DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT.

The directors and executive officers currently serving the Company are as follows:

|Name               | Age | Positions held and tenure              
|------------------ | --- | ---------------------------------------
|GeraldF. Van Fleet | 43  | President and a director since May 1998
|Milton Polland     | 89  | Director since May 1996                

The directors named above will serve until the next annual meeting of the Company's stockholders.
Thereafter, directors will be elected for one-year terms at the annual stockholders' meeting.  Officers
will hold their positions at the pleasure of the board of directors, absent any employment agreement,
of which none currently exists or is contemplated.  There is no arrangement or understanding
between any of the directors or officers of the Company and any other person pursuant to which any
director or officer was or is to be selected as a director or officer.

The directors and officers will devote their time to the Company's affairs on an "as needed"
basis, which, depending on the circumstances, could amount to as little as two hours per month, or
more than forty hours per month, but more than likely will fall within the range of five to ten hours
per month.

Biographical Information

**Gerald F. Van Fleet**.

Mr. Van Fleet spent a majority of his financial career as a Vice President with
Noddings Investments in Oak Brook, Illinois.  The firm specialized in sophisticated strategies
utilizing undervalued convertible securities, including warrants, bonds and preferred stocks.
Noddings was acquired by a division of General American Insurance in 1999.  Mr. Van Fleet actively
participated in all aspects of the transaction.

Since the acquisition of Noddings, Mr. Van Fleet has worked with several financial institutions,
including Northern Trust and Merrill Lynch, as a specialist in alternative investments.

Upon graduation from Michigan State University in 1982, Mr. Van Fleet joined IBM in Chicago and began a
career in the computer and software industry.  Mr. Van Fleet's experience included software application
consulting in the Manufacturing and Distribution sectors as well as developing business plans for
specific software markets.

Mr. Van Fleet joined Noddings Investment Group in 1994.  His responsibilities included client development
and service, consultant relations, creation of published material, and the development of marketing
material and presentations.  He contributed to "The Irwin Yearbook of Convertible Securities" and
co-authored the article "Convertible Hedging - An Alternative Investment Approach to Meet
Specific Risk/Reward Objectives" that appeared in the HFR Journal.

**Milton Polland****.**

Mr. Polland has been a director of the Company since May of 1996.
He attended Marquette
University and received a law degree from the Milwaukee School of Law.  He has a wide range of
experience and contacts.  From 1992 to the present, Mr. Polland has been Ambassador for the
Republic of the Marshall Islands, Ambassador to Mexico from the Marshall Islands; from 1989 to
1996, he was Chairman of the Board of Pacific Intermediaries, Inc.  From 1988 to 1996, he was
Board member of Airline of the Marshall Islands; from 1981 to 1995, Mr. Polland was Special Envoy
to the President of the Marshall Islands, as well as President and Chairman of the Board of Pacific
Casualty Insurance Co., Ltd.  From 1952 to 1990, he owned The Polland Company, Ltd., Actuarial
and Management Consulting.  From 1988 to 1990, he was a board member of The Wilshire Bank,
Los Angeles, CA; from 1965 to 1967, Mr. Polland was President and Chairman of the Board, Union
Trust Life Insurance.  From 1965 to 1967 he was President and Chairman of the Board, Missouri
Fidelity and Surety Trust Life Insurance. From 1960 to 1973 Mr. Polland was President and
Chairman of the Board, Summit Fidelity and Surety Company of Ohio, Summit Guarantee
Corporation of Delaware.  From 1970 to 1972 he was Director, Inter-American marketing
association, Latin American group, Washington, D.C.; from 1966 to 1971, he was Partner of former
Governor Goodwin J. Knight with Knight and Polland Business and Financial Consultants, and from
1961 to 1968 he was a member of Export Expansion, U.S. Dept. of Commerce, appointment by
President John F. Kennedy and Commerce Secretary, Luther Hodges.

**Audit Committee.**

As of the date of this Annual Report, we have not appointed members to an audit committee and,
therefore, the  role of an audit committee has been conducted by our full Board of Directors. We do not
have an audit committe financial expert on our board of directors because we are a development stage
enterprise with no current business operations. When established, the audit committee's primary function
will be to provide advice with respect to our financial matters and to assist the Board of Directors in
fulfilling oversight responsibilities regarding finance, accounting, tax and legal compliance.

Our Board of Directors has considered whether the regulatory provision of non-audit service is
compatible with maintaining the principal independent accountant's independence.

**Code of Ethics**

The Company has not yet adopted a code of ethics which applies to the chief executive officer, or
principal financial and accounting officer or controller, or persons performing similar functions.  The
Company is a development stage "blind pool" or "blank check" company with limited assets and
liabilities, and no current operations.  As a result, the Company believes that it does not currently have
accounting or financial issues which necessitate the adoption of a code of ethics.

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

For the fiscal year ending December 31, 2003, the Company's officers, directors and principal
shareholders each made a timely filing of the Annual Statement of Beneficial Ownership on Form 5
except for Frank Pioppi, who owns 92% of the issued and outstanding common stock of Mid-Continental
Securities Corp., and is deemed to be the beneficial owner of the shares of Studio II Productions, Inc.,
held of record by Mid-Continental Securities Corp.

ITEM 10.	EXECUTIVE COMPENSATION.

No officer or director received any remuneration from the Company during the fiscal year.
Until the Company acquires additional capital, it is not intended that any officer or director will
receive compensation from the Company other than reimbursement for out-of-pocket expenses
incurred on behalf of the Company.  See "Certain Relationships and Related Transactions."  The
Company has no stock option, retirement, pension, or profit-sharing programs for the benefit of
directors, officers or other employees, but the Board of Directors may recommend adoption of one or
more such programs in the future.

ITEM 11.        
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

The following table sets forth, as of the end of the Company's most recent fiscal year, the
number of shares of Common Stock owned of record and beneficially by executive officers, directors
and persons who hold 5.0% or more of the outstanding Common Stock of the Company.  Also
included are the shares held by all executive officers and directors as a group.

|Name and Address                                                                        | Number of Shares Owned
Beneficially | Percent of Class Owned
|--------------------------------------------------------------------------------------- | ----------------------------------- | ----------------------
|Mid-Continental Securities Corp.5150 Tamiami Trail N., Ste. 202
Naples, Florida   34103 | 4,946,000                           | 67.85%                
|Frank Pioppi5150 Tamiami Trail N., Ste. 202
Naples, Florida   34103                     | 4,946,000 (3)                       |                       
|Gerald F. Van Fleet   (1)5150 Tamiami Trail N., Ste. 202
Naples, Florida   34103        | 0                                   | 0                     
|Milton Polland (1)10445 Wilshire Blvd., #204Los Angeles, CA 90024                       | 0                                   | 0                     
|Central Pacific, Ltd. (2)10445 Wilshire Blvd., #204Los Angeles, CA 90024                | 20,000                              | 0.27%                 
|Rudy Ambrosi3131 Regatta Rd.Naples, FL 34103                                            | 1,000,000                           | 13.72%                
|All directors and executive
officers (2 persons)                                        | 20,000                              | 0.27%                 

(1)The person listed is an officer, a director, or both, of the Company.(2)  Milton Polland is the CEO of Central Pacific, Ltd.,
and thus claims beneficial ownership.(3) Frank Pioppi owns 92% of the issued and outstanding common stock of Mid-Continental Securities
Corp., and is deemed by that company to be the beneficial owner of the shares in Studio Productions II,
Inc. held of record by Mid-Continental Securities Corp.

ITEM 12.        CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

No officer, director, promoter, affiliate or beneficial owner of the Company has, has had, or
proposes to have, any direct or indirect material interest in any asset proposed to be acquired by the
Company through security holdings, contracts, options, or otherwise.

The Company has adopted a policy under which any consulting or finder's fee that may be
paid to a third party for consulting services to assist management in evaluating a prospective business
opportunity would be paid in stock rather than in cash.  Any such issuance of stock would be made
on an ad hoc basis.  Accordingly, the Company is unable to predict whether, or in what amount, such
stock issuance might be made.

It is not currently anticipated that any salary, consulting fee, or finder's fee shall be paid to
any of the Company's directors or executive officers, or to any other affiliate of the Company except
as described under "Executive Compensation" above.

Although management has no current plans to cause the Company to do so, it is possible that
the Company may enter into an agreement with an acquisition candidate requiring the sale of all or a
portion of the Common Stock held by the Company's current stockholders to the acquisition
candidate or principals thereof, or to other individual or business entities, or requiring some other
form of payment to the Company's current stockholders, or requiring the future employment of
specified officers and payment of salaries to them.  It is more likely than not that any sale of
securities by the Company's current stockholders to an acquisition candidate would be at a price
substantially higher than that originally paid by such stockholders.  Any payment to current
stockholders in the context of an acquisition involving the Company would be determined entirely by
the largely unforeseeable terms of a future agreement with an unidentified business entity.

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

(a)         The Exhibits listed below are filed as part of this Annual Report.

|Exhibit No. | Document                                                                                                                                                                
|----------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|3.1         | Articles of Incorporation (incorporated by reference from Registration
Statement on Form 10-SB filed with the Securities and Exchange Commission
on September 12, 2002).
|3.2         | Bylaws (incorporated by reference from Registration Statement on Form
10-SB filed with the Securities and Exchange Commission on September 12,
2002).                   
|31.1        | Certification pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities
Exchange Act of 1934, as amended.                                                            
|31.2        | Certification pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities
Exchange Act of 1934, as amended.                                                            
|32.1        | Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002.                                                 
|32.2        | Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002.                                                 

b.        No reports on Form 8-K were filed by the Company during the last quarter of its fiscal
year ending December 31, 2003.



ITEM 14.  PRINCIPAL ACCOUNTANT FEES AND SERVICES

Audit Fees

The aggregate audit and audit related fees billed by Child, Sullivan and Company for audit of the
Company's annual financial statements for review of the Company's quarterly financial statements
filed on  Form 10-QSB were $ 1,500for the fiscal year ended December 31, 2003, and $0  for the
fiscal year ended December 31, 2002.

Tax Fees

The aggregate fees billed byChild, Sullivan and Companyfor tax compliance, advice and planning
were $ 0 for the fiscal year ended December 31, 2003, and $ 0 for the fiscal year ended December 31,
2002.

All Other Fees

Child, Sullivan and Companydid not bill the Company for any products and services other than the
foregoing during the fiscal years ended December 31, 2003 and December 31, 2002.



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**SIGNATURES**

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.

**STUDIO II PRODUCTIONS, INC.**

By:  /S/ GERALD F. VAN FLEET

 	Gerald F. Van Fleet, President and Director

Date:April 14, 2004

In accordance with the Exchange Act, this report has been signed below by the following persons on
behalf of the registrant and in the capacities and on the dates indicated.

**STUDIO II PRODUCTIONS, INC.**

By:  /S/ GERALD F. VAN FLEET

 	Gerald F. Van Fleet, President and Director

By: /S/ MILTON POLLAND,

 	Milton Polland, Director

Date:   April 14, 2004