**UNITED STATES**

**SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549**

****			Form 10-KSB

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

For the fiscal year ended December 31, 2002.

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

For the transition period from ____ to ____.

**STUDIO II PRODUCTIONS, INC.**

(Name of small business in its charter)

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

|5150 Tamiami Trail N., Ste. 202

Naples, Florida | 34103     
|------------------------------------------------ | ----------
|(Address of Principal Executive Office)          | (Zip Code)

Issuer's telephone number, including area code:(239) 430-2222

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

Title of each class

N/A

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

Common Stock, $0 .001 par value

(Title of Class)



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 April 6, 2002, 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.

At the present time, 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 at5150 Tamiami Trail North, Suite
202, Naples, Florida 34103. 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, 2002.

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, 2002, the Company remains in the development stage.  For the fiscal
year ended December 31, 2002, the Company's balance sheet reflects current asset and total
assets of $3,369, all of which is in the form of a shareholder receivable, and current liabilities of
$1,014.

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, 2002,  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
$ 43,877 during the development stage.

Plan of Operations

For the fiscal year ending December 31, 2003,  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 the completion of its pending business
acquistion.  There are, however, no assuranes that this acquisition will be completed, in which
case the Company  will continue its efforts to locate a suitable business for this purpose.  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.

********DECEMBER 31, 2002****

I N D E X

|                                                    
|----------------------------------------------------
|AUDITORS' REPORT                                    
|                                                    
|BALANCE SHEETS                                      
|                                                    
|STATEMENTS OF OPERATIONS                            
|                                                    
|********STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
|STATEMENTS OF CASH FLOWS                            
|NOTES TO FINANCIAL STATEMENTS                       

Tim B. Palmieri

CERTIFIED PUBLIC ACCOUNTANT

305 Morning Mist Walk

Suwanee, Ga 30024

(770) 932-6817

To the Board of Directors and Shareholders of Studio II Productions, Inc.

I have audited the accompanying balance sheets of Studio II Productions, Inc. (A Development Stage
Company) (The Company), as of December 31, 2002 and 2001 and the related statements of
operations, stockholders' equity and cash flows for the years then ended. These financial statements
are the responsibility of the Company's management. My responsibility is to express an opinion on
these financial statements based on my audits.

I conducted my audits in accordance with generally accepted auditing standards generally accepted in
the United States of America. Those standards require that I plan and perform the audits 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. I
believe that my audits provide a reasonable basis for my opinion.

In my opinion, the financial statements referred to above present fairly, in all material respects, the
financial position of Studio II Productions, Inc. (A Development Stage Company), as of December
31, 2002 and 2001, and the results of its operations for the years ended December 31, 2002 and 2001
in conformity with generally accepted accounting principles generally accepted in the United States of
America.

April 6, 2003

Suwanee, Georgia

Tim B. Palmieri

Certified Public Accountant





STUDIO II PRODUCTIONS, INC.

(A Development Stage Company)

BALANCE SHEETS

For the years ended

|                            |                                                              |                                      |       |             |              |          |              | Audited        |             | Audited    
|--------------------------- | ------------------------------------------------------------ | ------------------------------------ | ----- | ----------- | ------------ | -------- | ------------ | -------------- | ----------- | -----------
|                            |                                                              |                                      |       |             |              |          |              | 12/31/2002     |             | 12/31/2001 
|                            |                                                              |                                      |       |             |              |          |              |                |             |            
|ASSETS                      | ****                                                         |                                      |      
|                            |                                                              |                                      |       |             |              |          |              |                |             |            
|************Current Assets: |                                                              |                                      |       |             |              |          |              |                |            
|                            |                                                              |                                      |       |             |              |          |              |                |             |            
|                            | Cash                                                         |                                      |       |             |              |          |              | $            0 |             | $     2,035
|                            | Shareholder receivable                                       |                                      |       |             |              | 3,369    |              | -             
|                            |                                                              |                                      |       |             |              |          |              |                |             |            
|                            |                                                              | TOTAL CURRENT ASSETS                 |       |             |              | 3,369    |              | 2,035         
|                            |                                                              |                                      |       |             |              |          |              |                |             |            
|                            | TOTAL ASSETS                                                 |                                      |       |             |              |          | $      3,369 |                | $     2,035
|                            |                                                              |                                      |       |             |              |          |              |                |             |            
|                            |                                                              | LIABILITIES AND STOCKHOLDER'S EQUITY |       |             |             
|                            |                                                              |                                      |       |             |              |          |              |                |             |            
|Current Liabilities:        |                                                              |                                      |       |             |              |          |              |                |            
|                            |                                                              |                                      |       |             |              |          |              |                |             |            
|                            | Accounts payable and accrued expenses                        |                                      |       |             | $      1,014 |          | $          -
|                            | Shareholder loan payable                                     |                                      |       |             |              | -        |              | -             
|                            |                                                              |                                      |       |             |              |          |              |                |             |            
|                            |                                                              | TOTAL CURRENT LIABILITIES            |       | 1,014       |              | -       
|                            |                                                              |                                      |       |             |              |          |              |                |             |            
|Stockholder's Equity:       |                                                              |                                      |       |             |              |          |              |                |            
|                            |                                                              |                                      |       |             |              |          |              |                |             |            
|                            | Common Stock - Par value $.001; authorized 10,000,000 shares |                                      |       |             |             
|                            | 7,491,350 and 6,287,350 shares issued and outstanding in     |                                      | 7,491 |             | 6,287       
|                            | 2002 and 2001, respectively                                  |                                      |       |             |              |          |              |               
|                            |                                                              |                                      |       |             |              |          |              |                |             |            
|                            | Additional paid-in capital                                   |                                      |       |             |              | 38,741   |              | 36,741        
|                            | Deficit accumulated during the development stage             |                                      |       | (43,877)    |              | (40,993)
|                            |                                                              |                                      |       |             |              |          |              |                |             |            
|                            |                                                              | TOTAL STOCKHOLDER'S EQUITY           |       |             | 2,355        |          | 2,035       
|                            |                                                              |                                      |       |             |              |          |              |                |             |            
|                            | TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY                   | $      3,369                         |       | $     2,035
|                            |                                                              |                                      |       |             |              |          |              |                |             |            





STUDIO II PRODUCTIONS, INC.

(A Development Stage Company)

STATEMENTS OF OPERATIONS

For the initial period of inception (May 6, 1996) to December 31, 2002

|                                           |                            |   |                         |                           |                           |                           |                           |              |            
|------------------------------------------ | -------------------------- | - | ----------------------- | ------------------------- | ------------------------- | ------------------------- | ------------------------- | ------------ | -----------
|                                           |                            |   |                         |                           |                           |                           |                           |              |            
|                                           |                            |   |                         |                           | Audit                     |                           | Audit                     |              | Inception  
|                                           |                            |   |                         |                           | For the year              |                           | For the year              |              | 05/06/96 to
|                                           |                            |   |                         |                           | ending 12/31/2002         |                           | ending 12/31/2001         |              | 12/31/2002 
|Revenues:                                  |                            |   |                         |                           |                           |                           |                           |              |            
|                                           |                            |   |                         |                           |                           |                           |                           |              |            
|                                           | Investment Income          |   |                         | $                       - |                           | $                       - |                           | $          -
|                                           |                            |   |                         |                           |                           |                           |                           |              |            
|                                           | TOTAL REVENUES             | - |                         | -                         |                           | -                        
|                                           |                            |   |                         |                           |                           |                           |                           |              |            
|Costs and expenses:                        |                            |   |                         |                           |                           |                           |                           |             
|                                           |                            |   |                         |                           |                           |                           |                           |              |            
|                                           | General and administrative |   | 2,884                   |                           | 3,061                     |                           | 43,877                   
|                                           |                            |   |                         |                           |                           |                           |                           |              |            
|                                           | TOTAL EXPENSES             |   |                         | 2,884                     |                           | 3,061                     |                           | 43,877      
|                                           |                            |   |                         |                           |                           |                           |                           |              |            
|Net loss before taxes                      |                            |   |                         | 2,884                     |                           | 3,061                     |                           | (43,877)    
|                                           |                            |   |                         |                           |                           |                           |                           |              |            
|Provision for income taxes                 |                            |   | -                       |                           | -                         |                           | -                        
|                                           |                            |   |                         |                           |                           |                           |                           |              |            
|                                           | Net loss                   |   |                         |                           | $                 (2,884) |                           | $                 (3,061) |              | $  (43,877)
|                                           |                            |   |                         |                           |                           |                           |                           |              |            
|Loss per common share                      |                            |   | $             (0.00038) |                           | $             (0.00049)   |                           |                          
|                                           |                            |   |                         |                           |                           |                           |                           |              |            
|Weighted average common shares outstanding | 7,491,350                  |   | 6,287,350               |                           |                          
|                                           |                            |   |                         |                           |                           |                           |                           |              |            



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

STUDIO II PRODUCTIONS, INC.

(A Development Stage Company)

STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY

For the initial period of inception (May 6, 1996) to December 31, 2002

|                                     |           |           |       |              |        |         |   |            |             |          
|------------------------------------ | --------- | --------- | ----- | ------------ | ------ | ------- | - | ---------- | ----------- | ---------
|                                     |           |           |       |              |        |         |   | Additional | Accumulated
|                                     |           |           |       | Common Stock |        | Paid-in |   | from      
|                                     |           |           |       | Shares       |        | Amount  |   | Capital    |             | Inception
|Common Stock issued for cash for the |           |           |       |              |        |         |  
|period ending December 31, 1996      | -         |           | -     |              | -      |         | -
|                                     |           |           |       |              |        |         |   |            |             |          
|Net loss for the period ending       |           |           |       |              |        |         |   |           
|December 31, 1996                    |           |           | -     |              | -      |         | - |            | (1,500)    
|                                     |           |           |       |              |        |         |   |            |             |          
|Common Stock issued for cash for the |           |           |       |              |        |         |  
|year ending December 31, 1997        | -         |           | -     |              | -      |         | -
|                                     |           |           |       |              |        |         |   |            |             |          
|Net loss for the year ending         |           |           |       |              |        |         |   |           
|December 31, 1997                    |           |           | -     |              | -      |         | - |            | (12,930)   
|                                     |           |           |       |              |        |         |   |            |             |          
|Common Stock issued for cash for the |           |           |       |              |        |         |  
|year ending December 31, 1998        | 547,500   |           | 548   |              | 28,306 |         | -
|                                     |           |           |       |              |        |         |   |            |             |          
|Net loss for the year ending         |           |           |       |              |        |         |   |           
|December 31, 1998                    |           |           | -     |              | -      |         | - |            | (13,835)   
|                                     |           |           |       |              |        |         |   |            |             |          
|Common Stock issued for cash for the |           |           |       |              |        |         |  
|year ending December 31, 1999        | 169,000   |           | 169   |              | 1,981  |         | -
|                                     |           |           |       |              |        |         |   |            |             |          
|Net loss for the year ending         |           |           |       |              |        |         |   |           
|December 31, 1999                    |           |           | -     |              | -      |         | - |            | (3,940)    
|                                     |           |           |       |              |        |         |   |            |             |          
|Common Stock issued for cash for the |           |           |       |              |        |         |  
|year ending December 31, 2000        | 5,413,250 |           | 5,413 |              | 1,163  |         | -
|                                     |           |           |       |              |        |         |   |            |             |          
|Net loss for the year ending         |           |           |       |              |        |         |   |           
|December 31, 2000                    |           |           | -     |              | -      |         | - |            | (5,727)    
|                                     |           |           |       |              |        |         |   |            |             |          
|Common Stock issued for cash for the |           |           |       |              |        |         |  
|year ending December 31, 2001        | 157,600   |           | 158   |              | 5,292  |         | -
|                                     |           |           |       |              |        |         |   |            |             |          
|Net loss for the year ending         |           |           |       |              |        |         |   |           
|December 31, 2001                    |           |           | -     |              | -      |         | - |            | (3,061)    
|                                     |           |           |       |              |        |         |   |            |             |          
|Common Stock issued for cash for the |           |           |       |              |        |         |  
|year ending December 31, 2002        | 1,204,000 |           | 1,204 |              | 2,000  |         | -
|                                     |           |           |       |              |        |         |   |            |             |          
|Net loss for the year ending         |           |           |       |              |        |         |   |           
|December 31, 2002                    |           |           | -     |              | -      |         | - |            | (2,884)    
|                                     |           |           |       |              |        |         |   |            |             |          
|Balance, December 31, 2002           |           | 7,491,350 |       | 7,491        |        | 38,741  |   | (43,877)  
|                                     |           |           |       |              |        |         |   |            |             |          







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

STUDIO II PRODUCTIONS, INC.

(A Development Stage Company)

STATEMENT S OF CASH FLOWS

For the initial period of inception (May 6, 1996) to December 31, 2002

|                                      |                                                    |         |         |       |         |         | Audit              |                   | Audit                     |   | Inception        
|------------------------------------- | -------------------------------------------------- | ------- | ------- | ----- | ------- | ------- | ------------------ | ----------------- | ------------------------- | - | -----------------
|                                      |                                                    |         |         |       |         |         | For the year       |                   | For the year              |   | 05/6/1996 to     
|                                      |                                                    |         |         |       |         |         | ending 12/31/2002  | ending 12/31/2001 | 12/31/2002               
|                                      |                                                    |         |         |       |         |         |                    |                   |                           |   |                  
|Cash flows from operating activities: |                                                    |         |         |       |         |        
|                                      |                                                    |         |         |       |         |         |                    |                   |                           |   |                  
|                                      | Net loss                                           |         |         |       |         |         | $          (2,884) |                   | $                 (3,061) |   | $        (43,877)
|                                      | Adjustments to reconcile net loss to net cash      |         |         |       |         |        
|                                      | used in operating activities:                      |         |         |       |         |         |                    |                  
|                                      | (Increase) Decrease in receivable from shareholder | (3,369) |         | -     |         | (3,369)
|                                      | Increase(Decrease) in shareholder loan payable     | -       |         | -     |         | -      
|                                      | Increase (Decrease) in accounts payable            | 1,014   |         | -     |         | 1,014  
|                                      |                                                    |         |         |       |         |         |                    |                   |                           |   |                  
|                                      | Net cash used in operating activities              |         | (5,239) |       | (3,061) |         | (46,232)          
|                                      |                                                    |         |         |       |         |         |                    |                   |                           |   |                  
|                                      |                                                    |         |         |       |         |         |                    |                   |                           |   |                  
|Cash flows from financing activities: |                                                    |         |         |       |         |         |                    |                  
|                                      |                                                    |         |         |       |         |         |                    |                   |                           |   |                  
|                                      | Issuance of Common Stock                           |         |         | 1,204 |         | 157     |                    | 7,491            
|                                      | Additional paid-in Capital                         |         |         |       | 2,000   |         | 3,793              |                   | 38,741                   
|                                      |                                                    |         |         |       |         |         |                    |                   |                           |   |                  
|                                      | Net cash provided by financing activities          | 3,204   |         | 3,950 |         | 46,232 
|                                      |                                                    |         |         |       |         |         |                    |                   |                           |   |                  
|                                      |                                                    |         |         |       |         |         |                    |                   |                           |   |                  
|Net increase in cash                  |                                                    |         |         |       | (2,035) |         | 889                |                   | -                        
|                                      |                                                    |         |         |       |         |         |                    |                   |                           |   |                  
|Cash, beginning                       |                                                    |         |         |       |         | 2,035   |                    | 1,146             |                           | -
|                                      |                                                    |         |         |       |         |         |                    |                   |                           |   |                  
|Cash, ending                          |                                                    |         |         |       |         | (0)     |                    | 2,035             |                           | -
|                                      |                                                    |         |         |       |         |         |                    |                   |                           |   |                  



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

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

None.

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 ("Jerry") 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.  Jerry actively
participated in all aspects of the transaction.

Since the acquisition of Noddings, Jerry 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, Jerry joined IBM in Chicago and began a
career in the computer and software industry.  Jerry's experience included software application
consulting in the Manufacturing and Distribution sectors as well as developing business plans for
specific software markets.

Jerry 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.  Jerry 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 1988.  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.

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

The Company's directors  have each filed an Annual Statement of Changes in Beneficial
Ownership on Form 5.

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

5150 Tamiami Trail N., Ste. 202,
Naples, Florida   34103 | 4,946,000                           | 67.85%                
|Frank Pioppi

5150 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., #204

Los Angeles, CA 90024                | 0                                   | 0                     
|Central Pacific, Ltd. (2)

10445 Wilshire Blvd., #204

Los Angeles, CA 90024         | 20,000                              | 0.27%                 
|Rudy Ambrosi

3131 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 is the Chairman of Mid-Continental Securities Corp., and is deemed by that Company to be the beneficial
owner of 100% of Mid-Continental's shares in Studio Productions II, Inc.

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).

(a)	Exhibits 99.1 and 99.2**,**  CERTIFICATION PURSUANT TO SECTION 302 OF
THE SARBANES-OXLEY ACT OF 2002****are filed herewith.

- A current report on Form 8-K was filed with the U.S. Securities and Exchange
Commission on November by the Company on November 19, 2002, to announce a
change in accountants.

ITEM 14.	CONTROLS AND PROCEDURES

The Company's Chief Executive Officer and Chief Financial Officer (or those persons
performing similar functions), after evaluating the effectiveness of the Company's disclosure controls
and procedures (as defined in Rules 13a-14(c) and 15d-14(c) under the Securities Exchange Act of
1934, as amended) as of a date within 90 days of the filing of this quarterly report (the "Evaluation
Date"), have concluded that, as of the Evaluation Date, the Company's disclosure controls and
procedures were effective to ensure the timely collection, evaluation and disclosure of information
relating to the Company that would potentially be subject to disclosure under the Securities Exchange
Act of 1934, as amended, and the rules and regulations promulgated thereunder.  There were no
significant changes in the Company's internal controls or in other factors that could significantly
affect the internal controls subsequent to the Evaluation Date.

SIGNATURES

In accordance with the requirements 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

By: /S/ MILTON POLLAND,

Milton Polland, Director





Date:   April 15, 2003



Exhibit 99.1
STUDIO II PRODUCTIONS, INC.CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Gerald F. Van Fleet, certify that:

1.  I have reviewed this annual report on Form 10-KSB of Studio II Productions, Inc.

2.  Based on my knowledge, this annual 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 annual report;

3.  Based on my knowledge, the financial statements, and other financial information included in this annual
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 annual 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 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 annual 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 annual report (the "Evaluation Date"); and

c) presented in this annual 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 registrant's board of directors (or persons performing the equivalent
functions):

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 annual report whether 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: April 15, 2003 | By:  /S/ GERALD F. VAN FLEET

Gerald F. Van Fleet, President and Director
|-------------------- | -------------------------------------------------------------------------





Exhibit 99.2
STUDIO II PRODUCTIONS, INC.CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002



I,Milton Polland, certify that:

1.  I have reviewed this annual report on Form 10-KSB ofStudio II Productions, Inc.

2.  Based on my knowledge, this annual 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 annual report;

3.  Based on my knowledge, the financial statements, and other financial information included in this annual
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 annual 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 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 annual 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 annual report (the "Evaluation Date"); and

c) presented in this annual 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 registrant's board of directors (or persons performing the equivalent
functions):

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 annual report whether 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: April 15, 2003 | By: /S/ MILTON POLLAND,

Milton Polland, Director
|-------------------- | -------------------------------------------------