U.S. Securities and Exchange Commission
                           Washington D.C.  20549

                                FORM 10-KSB

(Mark One)

      [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
               SECURITIES EXCHANGE ACT OF 1934

                 For the fiscal year ended April 30, 2004

      [ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the transition period from_________________to________________________

Commission file Number 0-26845

                       BF Acquisition Group II, Inc.
                      ------------------------------
               (Name of small business issuer in its charter)


        Florida                                    65-0913583
-------------------------------------------------------------------------
     (State or other jurisdiction of          (I.R.S. Employer
       incorporation or organization)        Identification No.)

2501 Turk Boulevard, San Francisco, California        94118
-------------------------------------------------------------------------
(Address of principal executive offices)           (Zip Code)

(Issuer's telephone number)  415-831-1974
                           ----------------------------------------------

Securities registered pursuant to Section 12(b) of the Exchange Act:

Title of each class                Name of exchange on which registered
-------------------                ------------------------------------

       None                                     None

Securities registered under Section 12(g) of the Exchange 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. Yes [ ] No [X]




<PAGE>                               1




Check if there is 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  [x]

State issuer's revenues for its most recent fiscal year......$0.00

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 prices 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).

As of the date of this report, the aggregate market value of our
common stock, $0.001 par value, held by non-affiliates was
approximately $6,250 (125,000 shares at $0.05, which is the last
price which the registrant's common equity was sold).

            (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 practical
date:

   As of July 20, 2004, there were approximately 825,000
   shares of common stock, $0.001 par value, issued and
   outstanding.

Transitional Small Business Disclosure Format (check one)

             Yes [ ]                          No [X]





<PAGE>                               2




                              TABLE OF CONTENTS

PART I

Item 1.        Description of Business
Item 2.        Description of Property
Item 3.        Legal Proceedings
Item 4.        Submission of Matters to a Vote of Security
Holders

PART II

Item 5.        Market for Common Equity and Related Stockholder
               Matters and Small Business Issuer Purchases of Equity
               Securities
Item 6.        Management's Discussion and Analysis or Plan of Operation
Item 7.        Financial Statements
Item 8.        Changes in and Disagreements with Accountants on
               Accounting and Financial Disclosure

Item 8.A.      Controls and Procedures

PART III

Item 9.        Directors, Executive Officers, Promoters and
               Control Persons;
               Compliance with Section 16(a) of the Exchange Act
Item 10.       Executive Compensation
Item 11.       Security Ownership of Certain Beneficial Owners
               and Management and Related Stockholder Matters
Item 12.       Certain Relationships and Related Transactions
Item 13.       Exhibits and Reports on Form 8-K
Item 14.       Principal Accounting Fees And Services





<PAGE>                               3




                               PART I

Item 1.        Description Of Business.

                      Forward-Looking Statements

     This Report on Form 10-KSB contains statements that plan for
or anticipate the future. Forward-looking statements include
statements about our future business plans and strategies, and
most other statements that are not historical in nature.  In this
report, forward-looking statements are generally identified by
the words "anticipate", "plan", "believe", "expect", "estimate",
and the like. Because forward-looking statements involve future
risks and uncertainties, there are factors that could cause
actual results to differ materially from those expressed or
implied.  For example, a few of the uncertainties that could
affect the accuracy of forward-looking statements include.

  1.   Changes in general economic and business conditions
       affecting our Company;
  2.   Legal or policy developments that diminish the appeal of our
       Company; and
  3.   Changes in our business strategies.

  The Private Securities Litigation Reform Act of 1995, which
provides a "safe harbor" for similar statements by existing
public companies, does not apply to our Company.

                       Our Business Development

     During the period covered by this report, BF Acquisition
Group II, Inc. (the "Company") conducted no business operations
and generated no revenue.

     We were organized as BF Acquisition Group II, Inc. under the
laws of the State of Florida on April 15, 1999, as a "shell"
company with plans to seek business partners or acquisition
candidates. We registered our Company's common stock, par value
$0.001 (the "Common Stock") pursuant to Securities and Exchange
Commission ("SEC") registration statement Form 10-SB on a
voluntary basis in order to become a reporting "shell" company,
and on March 24, 2000 the SEC approved our Form 10-SB
registration statement. Due to capital constraints, however, we
were unable to continue with our business plan. In March 2001, we
ultimately ceased our business activities and became dormant,
whereby we incurred only minimal administrative expenses. Unless
the context otherwise requires, all references to the "Company"
"we" "our" and other similar terms means BF Acquisition Group II,
Inc., a Florida corporation.

                               Our Business

     During the period covered by this report, we were dormant
due to the lack of capital. We incurred a loss from operations,
and presently do not have any revenues to cover our incurred
expenses. Our management recognizes that we must generate
additional resources to enable us to pay our obligations as they
come due, and that we must ultimately re-implement our business
plan and achieve profitable operations.  We cannot assure you
that we will be successful in any of these activities.  Should




<PAGE>                               4





any of these events not occur, our financial condition will be
materially adversely affected. If our Company remains dormant, we
do not expect to meet our current capital requirements for the
next twelve months.

Our Facilities

     Our executive and business offices are located at 2501 Turk
Boulevard, San Francisco, California 94118. We believe this
office space is adequate to serve our present needs.

                              Our Employees

     During the period covered by this report, we had no employees.

            Government Regulations That Affect Our Business

     During the period covered by this report, our business was
not subject to direct regulation by any domestic or foreign
governmental agency, other than regulations generally applicable
to businesses, and we believe that we have complied with these
laws and regulations in all material respects.

Item 2.        Properties.

     Our executive and business offices are located at 2501 Turk
Boulevard, San Francisco, California 94118. We believe this
office space is adequate to serve our present needs.

Item 3.        Legal Proceedings.

     During the period covered by this report, we were not a
party to any material legal proceedings, nor were we aware of any
threatened litigation of a material nature. As of the date
hereof, we are not a party to any material legal proceedings, nor
are we aware of any threatened litigation of a material nature.

Item  4.       Submission Of Matters To A Vote Of Security Holders.

     No matter was submitted to a vote of our security holders
during the fourth quarter of the fiscal year covered by this
report.

                                 PART II

Item 5.   Market for Common Equity and Related Stockholder
          Matters and Small Business Issuer Purchases of Equity
          Securities.

     (a) Market Information

     No public trading market presently exists for the Company's
Common Stock and the Company cannot assure you that a trading
market for the Company's Common Stock will ever develop.




<PAGE>                               5





     (b) Holders

     During the period covered by this report, approximately 12
holders of record held our Common Stock.

     (c) Dividends

     No cash dividends were declared or paid on our Common Stock
since our inception. No restrictions limit our ability to pay
dividends on our Common Stock. We do not expect to pay any
dividends in the near future.

     (d) Securities Authorized For Issuance Under Equity
Compensation Plans.

     Not applicable.

Recent Sales of Unregistered Securities

     During  the period covered by this report, the Company  made
no sales of unregistered securities.

Item 6.   Management's Plan of Operation.

                                 Overview

     The following discussion "Management's Plan of Operation"
contains forward-looking statements. The words "anticipate,"
"believe," "expect," "plan," "intend," "estimate," "project,"
"will," "could," "may" and similar expressions are intended to
identify forward-looking statements. Such statements reflect our
current views with respect to future events and financial
performance and involve risks and uncertainties. Should one or
more risks or uncertainties occur, or should underlying
assumptions prove incorrect, actual results may vary materially
and adversely from those anticipated, believed, expected,
planned, intended, estimated, projected or otherwise indicated.
We caution you not to place undue reliance on these forward-
looking statements, which we have made as of the date of this
Annual Report on Form 10-KSB.

     The following is qualified by reference to, and should be
read in conjunction with our audited financial statements
("Financial Statements"), and the notes thereto, included
elsewhere in this Form 10-KSB, as well as the discussion
hereunder "Management's Plan of Operation".

                           Plan Of Operation

     During the period covered by this report, BF Acquisition
Group II, Inc. (the "Company") conducted no business operations
and generated no revenue.

     Our Company was initially organized as a "shell" company,
with plans to seek business partners or acquisition candidates;
however, due to capital constraints, we were unable to continue




<PAGE>                               6




with our business plan. In March 2001, we ultimately ceased our
business activities and became dormant, whereby we incurred only
minimal administrative expenses.  We are currently initiating
activities to re-establish our business plan and re-enter the
development stage. This has not yet occurred to date, and
management is devoting most of its efforts to general business
planning, raising capital, and developing business opportunities.

     As described above, we became dormant for a period of time
due to the lack of capital. We incurred a loss from operations,
and presently do not have any revenues to cover our incurred
expenses. Our management recognizes that we must generate
additional resources to enable us to pay our obligations as they
come due, and that we must ultimately implement our business plan
and achieve profitable operations.  We cannot assure you that we
will be successful in any of these activities.  Should any of
these events not occur, our financial condition will be
materially adversely affected.

     Until we obtain business partners or acquisition candidates,
our Company does not expect to meet its current capital
requirements for the next twelve months. Additionally, we cannot
assure you that if we obtain business partners or acquisition
candidates that we will meet our current capital requirements for
the next twelve months. Our auditors have included going concern
considerations in the Notes to our Financial Statements.

Item 7.   Financial Statements.

     Our Financial Statements of are attached as Appendix A
(following Exhibits) and included as part of this Form 10-KSB
Report.  A list of our Financial Statements is provided in
response to Item 13 of this Form 10-KSB Report.

Item 8.   Changes  In  And  Disagreements  With  Accountants   On
          Accounting and Financial Disclosure.

   Not Applicable

Item 8A. Controls And Procedures.

     As of the date this report is filed, an evaluation was
performed under the supervision and with the participation of the
Company's principal executive officer and financial officer of
the effectiveness of the design and operation of the Company's
disclosure controls and procedures (as such term is defined in
Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the
end of the period covered by this report. During that period, our
Company experienced significant capital constraints, and we
ultimately ceased our business activities and became dormant.
During the period covered by this report, our Company was unable
to comply with its Exchange Act reporting requirements because no
accounting work was completed, no financial statements were
prepared, and no audits were obtained. The evaluation revealed to
the Company's principal executive officer and financial officer
that, as a result of those circumstances, the design and
operation of the Company's disclosure controls and procedures
were not effective as of the end of the period covered by this
report, and that the design and operation of the Company's
disclosure controls and procedures remain ineffective as of the
date of this report.




<PAGE>                               7




     Until we obtain business partners or acquisition candidates,
our Company does not expect to be able to make significant
changes in the Company's internal controls and in other factors
that could significantly affect internal controls subsequent to
the date of the above-described evaluation period. However, once
we obtain business partners or acquisition candidates, our
Company expects to adopt an independent audit committee, commit
funds for legal and accounting work and the preparation of
financial statements and audits, and bring the Company out of its
dormant period, all of which should enable our Company's
principal executive officers and financial officers to maintain
our Company as current pursuant to its Exchange Act reporting
obligations and provide our Company with an effective design and
operation of disclosure controls and procedures. We cannot assure
you, however, that our obtaining business partners or acquisition
candidates will guarantee that we will be able to maintain our
Company as current pursuant to its Exchange Act reporting
obligations and provide our Company with an effective design and
operation of disclosure controls and procedures.


                                PART III

Item 9.   Directors,  Executive Officers, Promoters  And  Control
          Persons;  Compliance With Section 16(A) Of The Exchange
          Act.

(a)  Identity of directors and executive officers during the
period covered by this report.

<TABLE>
<CAPTION>
Name                  Age    Position               Term/Period Served
----                  ---    --------               ------------------
<S>                   <C>    <C>                    <C>
William  R.  Colucci  65     Director, President,   1yr./since inception
                             Treasurer, Secretary
</TABLE>


(b)  Business  experience  of directors  and  executive  officers
during the period covered by this report.

     Mr. Colucci has served as a director, president, secretary
and treasurer of the Company since its inception in April 1999.
Mr. Colucci is also presently a private business consultant who
provides investment banking and business consulting services.
Additionally, Mr. Colucci is an officer and director of Harbor
Town Holding Group, Inc., BF Acquisition Group II, Inc., BF
Acquisition Group III, Inc., BF Acquisition Group IV, Inc., BF
Acquisition Group V, Inc. From September 1997 to December 1999,
Mr. Colucci served as a director of Net Lnnx, Inc., a publicly
traded corporation, which, in March 1999, reorganized with
PrintOnTheNet.Com, Inc. a company that provided printing services
on the Internet via e-commerce.  Prior to this reorganization,
Net Lnnx, Inc. served as a "shell" corporation. From June 1996 to
May 1997, Mr. Colucci served as Chief Operating Officer and SEC
Compliance officer for Physicians Laser Services, Inc., a
publicly traded corporation traded in the over-the-counter
trading market.  From April 1991 to May 1996, Mr. Colucci served
as a senior partner of Decision Dynamics, Inc., a private
business and real estate consulting firm.  Prior to this, Mr.
Colucci has served in senior management positions, including
president and CEO of various companies. These companies included
Bandak Corporation, a privately held jewelry and manufacturing




<PAGE>                               8




company, Inmont Corporation, a publicly traded, billion dollar a
year, chemical and paint manufacturing division of United
Technologies, Inc., which is traded on the New York Stock
Exchange, and Butcher & Sherrerd, a privately held securities
brokerage firm based in Philadelphia, Pennsylvania. Mr Colucci
received his Bachelor of Science Degree in Economics from St.
Joseph's University in Philadelphia in 1964 and has successfully
completed advanced courses of study at Stanford University's
Graduate School of Business for executives of emerging growth
companies.

     Each Director of the Company holds such position until the
next annual meeting of shareholders and until his successor is
duly elected and qualified.  The officers hold office until the
first meeting of the board of directors following the annual
meeting of shareholders and until their successors are chosen and
qualified, subject to early removal by the board of directors.

     Audit Committee

     During the period covered by this report, the Company did
not have a separately designated standing audit committee in
place; the Company's entire board of directors served, and
currently serves, in that capacity. This is due to the Company's
development stage, the small number of executive officers
involved with the Company, and the fact that the Company expects
to operate through strategic consultants with few or no
employees. Our board of directors will continue to evaluate, from
time to time, whether a separately designated standing audit
committee should be put in place.

     Section 16(a) Beneficial Ownership Reporting Compliance

     To the best of our knowledge, no officer, director and/or
beneficial owner of more than 10% of our Common Stock, failed to
file reports as required by Section 16(a) of the Exchange Act
during the period covered by this report.

     Code of Ethics

     The Company has not yet adopted a code of ethics for its
principal executive officer, principal financial officer or any
other position due to its development stage, the small number of
executive officers involved with the Company, and the fact that
the Company expects to operate through strategic consultants with
few or no employees. Our board of directors will continue to
evaluate, from time to time, whether a code of ethics should be
developed and adopted.

Item 10.   Executive Compensation.

     During the period covered by this report, no executive
officer of our Company received any type of salary or other
compensation in connection with their employment as such; and no
employment agreement was entered into with any of our officers.




<PAGE>                               9





     Compensation of Directors

     During the fiscal year ending April 30, 2004, no director
received any type of compensation from our Company for serving as
such.

     Employee Stock Option Plan

     During the period covered by this report, we had no stock
option, retirement, pension, or profit-sharing programs for the
benefit of directors, officers or other employees.

Item  11.    Security Ownership Of Certain Beneficial Owners and Management.

             Security Ownership of Certain Beneficial Owners

     The following table sets forth, as of the end of the fiscal
year covered by this report, the names, addresses, amount and
nature of beneficial ownership and percent of such ownership of
each person or group known to the Company to be the beneficial
owner of more than five percent (5%) of the Company's Common
Stock:

<TABLE>
<CAPTION>
Name and Address                  Amount and Nature           Percent
of  Beneficial Owner              of Beneficial Ownership     of Class(1)
--------------------              -----------------------     -----------
<S>                               <C>                         <C>
David M. Bovi                     400,000                     49%
319 Clematis Street, Suite 700
West Palm Beach, Fl 33401

William R. Colucci                300,000                     37%
2501 Turk Boulevard
San Francisco, California 94118
-------------------------------------------------------------------------
</TABLE>

1.   Based  upon  825,000  shares of the Company's  Common  Stock
     outstanding as of April 30, 2004, the end of the fiscal year
     covered by this report.

     The following table sets forth, as of the end of the fiscal
year covered by this report, the names, addresses, amount and
nature of beneficial ownership and percent of such ownership of
the Company's Common Stock of each of the officers and directors
of the Company, and the officers and directors of the Company as
a group:

<TABLE>
<CAPTION>
Name and Address                  Amount and Nature           Percent
of  Beneficial Owner              of Beneficial  Ownership    of Class(1)
--------------------              ------------------------    -----------
<S>                               <C>                         <C>
William R. Colucci                300,000                     37%
2501 Turk Boulevard
San Francisco, California 94118

All Officers and Directors
as a Group (1 person).            300,000                     37%
-------------------------------------------------------------------------
</TABLE>

1.   Based  upon  825,000  shares of the Company's  Common  Stock
     outstanding as of April 30, 2004, the end of the fiscal year
     covered by this report.





<PAGE>                               10




     Our Company currently has no securities authorized for
issuance under any equity compensation plans.

Item 12.   Certain Relationships And Related Transactions.

     Not applicable.

Item 13.  Exhibits and Reports on Form 8-K.

INDEX TO EXHIBITS.

Exhibit No.    Description of Exhibit
-----------    ----------------------

(31)
     31.1      Certification of the President of BF Acquisition
               Group II, Inc. pursuant to Section 302 of the
               Sarbanes-Oxley Act of 2002.

     31.2      Certification of the Treasurer of BF Acquisition
               Group II, Inc. pursuant to Section 302 of the
               Sarbanes-Oxley Act of 2002.
(32)
     32.1      Certification of the President of BF Acquisition
               Group II, Inc. pursuant to Section 906 of the
               Sarbanes-Oxley Act of 2002.

     32.2      Certification of the Treasurer of BF Acquisition
               Group II, Inc. pursuant to Section 906 of the
               Sarbanes-Oxley Act of 2002.

     (b)  Reports on Form 8-K.

       We filed no reports on Form 8-K during the last quarter of
the year ended April 30, 2004.

Item 14. Principal Accountant Fees And Services

     Audit Fees. The aggregate fees billed for the fiscal years
ended April 30, 2004 and April 30, 2003 for professional services
rendered by De Leon & Company for the audit of the Company's
annual financial statements and review of financial statements
included in the Company's Form 10-KSB or services that are
normally provided by the accountant in connection with statutory
and regulatory filings or engagements for those fiscal years were
$3,500, and $1,000, respectively.

     Audit-Related Fees. There were no fees billed for the fiscal
years ended April 30, 2004 and April 30, 2003 for assurance and
related services by De Leon that are reasonably related to the
performance of the audit or review of the Company's financial
statements and are not reported under the category Audit Fees
described above.




<PAGE>                               11




     Tax Fees. There were no fees billed for the fiscal years
ended April 30, 2004 and April 30, 2003 for tax compliance, tax
advice, or tax planning.

     All Other Fees. No fees were billed for the fiscal years
ended April 30, 2004 and April 30, 2003 for products and services
provided by De Leon other than the services reported in the Audit
Fees, Audit-Related Fees, and Tax Fees categories above.

     Audit Committee Pre-Approval Policies.  The Company's
standing audit committee currently does not have any pre-approval
policies or procedures concerning services performed by De Leon.
However, the services performed by De Leon for our fiscal years
ended April 30, 2004 and April 30, 2003 audit and thereafter that
are described above were pre-approved by the Company's standing
audit committee. None of the hours expended on De Leon's
engagement to audit the Company's financial statements for the
fiscal years ended April 30, 2004 and April 30, 2003 were
attributed to work performed by persons other than De Leon's full-
time, permanent employees.

                               Appendix A
                           Financial Statements.

        The  following Audited Financial Statements are filed  as
part of this Form 10-KSB Report:

CONTENTS
--------

PAGE F-1        INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM'S REPORT

PAGE F-2        BALANCE SHEET AS OF APRIL 30, 2004

PAGE F-3        STATEMENTS OF OPERATIONS FOR THE YEARS
                ENDED APRIL 30, 2004    AND 2003 AND FOR THE PERIOD
                FROM APRIL 15, 1999 (INCEPTION) TO APRIL 30, 2004

PAGE F-4        STATEMENT OF CHANGES IN STOCKHOLDERS'
                DEFICIT FOR THE PERIOD FROM APRIL 15, 1999
                (INCEPTION) TO APRIL 30, 2004

PAGE  F-5       STATEMENTS OF CASH FLOWS FOR THE YEARS
                APRIL 30, 2004 AND 2003 FOR THE PERIOD FROM APRIL
                15, 1999 (INCEPTION) TO APRIL 30, 2004

PAGES F-6-F-8   NOTES TO FINANCIAL STATEMENTS FOR THE YEARS
                ENDED APRIL 30, 2004 AND 2003






<PAGE>                               12





                             SIGNATURES

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

By:/s/ William Colucci
   ------------------------
   William Colucci, President

Dated: July 26, 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.

By:/s/ William Colucci
   ------------------------
   William Colucci, President,
   Treasurer, director

Dated: July 26, 2004


<PAGE>











                        BF ACQUISITION GROUP II, INC.
                        (A DEVELOPMENT STAGE COMPANY)
                           FINANCIAL STATEMENTS
                              APRIL 30, 2004





<PAGE>





                      BF ACQUISITION GROUP II, INC.




                                 CONTENTS



PAGE   F-1        REPORT OF INDEPENDENT REGISTERED PUBLIC
                  ACCOUNTING FIRM

PAGE   F-2        BALANCE SHEET AS OF APRIL 30, 2004

PAGE   F-3        STATEMENTS OF OPERATIONS FOR THE TWO YEARS
                  ENDED APRIL 30, 2004 AND 2003 AND FOR THE PERIOD FROM
                  APRIL 15, 1999 (INCEPTION) THROUGH APRIL 30, 2004

PAGE   F-4        STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT
                  FOR THE PERIOD FROM APRIL 15, 1999 (INCEPTION) THROUGH
                  APRIL 30, 2004

PAGE   F-5        STATEMENTS OF CASH FLOWS FOR THE TWO YEARS
                  ENDED APRIL 30, 2004 AND 2003 AND FOR THE PERIOD FROM
                  APRIL 15, 1999 (INCEPTION) THROUGH APRIL 30, 2004

PAGES F-6 - F-8   NOTES TO FINANCIAL STATEMENTS




<PAGE>




                            DE LEON & COMPANY, P.A.


            Report of Independent Registered Public Accounting Firm
            -------------------------------------------------------

Board of Directors and Stockholders
BF Acquisition Group II, Inc.

We have audited the accompanying balance sheet of BF Acquisition
Group II, Inc. (a development stage company) as of April 30,
2004, and the related statements of operations, stockholders'
deficit, and cash flows for each of the two years in the period
ended April 30, 2004 and for the period from April 15, 1999
(inception) to April 30, 2004. 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
audits.

We conducted our audits in accordance with the standards of the
Public Company Accounting Oversight Board (United States). 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 audits provide 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 BF Acquisition Group II, Inc. (a development stage company) as
of April 30, 2004, and the results of its operations and its cash
flows for each of the two years in the period ended April 30,
2004 and for the period from April 15, 1999 (inception) to April
30, 2004, in conformity with US generally accepted accounting
principles.

The accompanying financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed
in Note 5 to the financial statements, the Company has suffered
recurring losses from operations and a net capital deficiency
that raise substantial doubt about its ability to continue as a
going concern. Management's plans in regard to these matters are
also described in Note 5. The financial statements do not include
any adjustments that might result from the outcome of this
uncertainty.

De Leon & Company, P.A.

Pembroke Pines, Florida
July 9, 2004


                                   F-1
<PAGE>




BF ACQUISITION GROUP II, INC.
(A Development Stage Company)
BALANCE SHEET



                                                                 April 30,
                                                                   2004
                                                                 --------


                                    ASSETS

Current assets:
    Cash and cash equivalents                                     $  -
                                                                 --------

         Total assets                                             $  -
                                                                 ========
                    LIABILITIES AND STOCKHOLDERS' DEFICIT

Accrued expenses                                                  $4,941
Loans from shareholders                                              300
                                                                 --------
         Total liabilities                                         5,241
                                                                 --------

Stockholders' deficit:
    Preferred stock, no par value; 5,000,000 shares
       authorized; none issued or outstanding                        -
    Common stock $0.001 par value; 50,000,000 shares
       authorized, 825,000 shares issued and outstanding             825
    Additional paid-in capital                                     5,116
    Deficit accumulated during the development stage             (11,182)
                                                                 --------

         Total stockholders' deficit                              (5,241)
                                                                 --------
         Total liabilities and stockholders' deficit              $  -
                                                                 ========


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




                                   F-2
<PAGE>




BF ACQUISITION GROUP II, INC.
(A Development Stage Company)
STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                                                                                 Period from
                                                                                                  inception
                                                              For the year     For the year    (April 15, 1999)
                                                                 ended           ended             through
                                                                April 30,       April 30,         April 30,
                                                                  2004            2003              2004
                                                              ------------     ------------    ----------------
<S>                                                           <C>              <C>             <C>


Revenues                                                       $     -          $     -         $     -



General and administrative expenses                               (2,269)           2,925          11,182
                                                              ------------     ------------    ----------------

       Income (loss) before income tax provision                   2,269           (2,925)        (11,182)

    Provision for income taxes                                       -                -               -
                                                              ------------     ------------    ----------------

       Net income (loss)                                       $   2,269        $  (2,925)      $ (11,182)
                                                              ============     ============    ================

    Basic and diluted income (loss) per common share           $  0.0028        $ (0.0035)
                                                              ============     ============

    Weighted average number of common shares outstanding         825,000          825,000
                                                              ============     ============


</TABLE>


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




                                   F-3


BF ACQUISITION GROUP II, INC.
(A Development Stage Company)
STATEMENTS OF STOCKHOLDERS' DEFICIT
FOR THE PERIOD FROM APRIL 15, 1999 (INCEPTION) TO APRIL 30, 2004


<TABLE>
<CAPTION>


                                                                                       Deficit
                                                                                     Accumulated
                                                                      Additional     during the          Total
                                                    Common Stock        Paid-in      Development      Stockholders'
                                                 Shares      Amount     Capital         Stage            Deficit
                                               ----------- ---------  -----------   -------------   ---------------
<S>                                            <C>         <C>        <C>           <C>             <C>

Balance, April 15, 1999                             -       $   -      $   -        $    -                 -


Sale of 510,000 shares of common stock          510,000         510        490           -               1,000


Common stock issued for services                190,000         190        182                             372


Net loss                                            -           -          -            (372)             (372)
                                                -------     -------    -------       -------           -------

Balance, April 30, 1999                         700,000     $   700    $   672      $   (372)          $ 1,000
                                                =======     =======    =======       =======           =======


Sale of 60,000 shares of common stock            60,000          60      2,940           -               3,000


Common stock issued for services                 35,000          35         34                              69


Net loss                                            -           -          -          (3,637)           (3,637)
                                                -------     -------    -------       -------           -------

Balance, April 30, 2000                         795,000     $   795    $ 3,646      $ (4,009)          $   432
                                                =======     =======    =======       =======           =======


Sale of 30,000 shares of common stock            30,000          30      1,470           -               1,500


Net loss                                                                              (3,547)           (3,547)
                                                -------     -------    -------       -------           -------

Balance, April 30, 2001                         825,000     $   825    $ 5,116      $ (7,556)          $(1,615)
                                                =======     =======    =======       =======           =======


Net loss                                                                              (2,970)           (2,970)
                                                -------     -------    -------       -------           -------

Balance, April 30, 2002                         825,000     $   825    $ 5,116      $(10,526)          $(4,585)
                                                =======     =======    =======       =======           =======


Net loss                                                                              (2,925)           (2,925)
                                                -------     -------    -------       -------           -------

Balance, April 30, 2003                         825,000     $   825    $ 5,116      $(13,451)          $(7,510)
                                                =======     =======    =======       =======           =======


Net income                                                                             2,269             2,269
                                                -------     -------    -------       -------           -------

Balance, April 30, 2004                         825,000     $   825    $ 5,116      $(11,182)          $(5,241)
                                                =======     =======    =======       =======           =======


</TABLE>




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




                                   F-4
<PAGE>




BF ACQUISITION GROUP II, INC.
(A Development Stage Company)
STATEMENTS OF CASH FLOWS


<TABLE>
<CAPTION>

                                                                                                 Period from
                                                           For the             For the            inception
                                                             year               year          (April 15, 1999)
                                                             ended              ended              through
                                                         April 30, 2004     April 30, 2003     April 30, 2004
                                                         --------------     --------------     --------------
<S>                                                      <C>                <C>                <C>

Cash flows from operating activities:
    Net income (loss)                                     $  2,269           $  (2,925)         $  (11,182)
    Common stock issued for services                                                                   441
    Changes in liabilities:
         Increase in accrued expenses                       (2,269)              2,775               4,941
                                                         ----------         ----------         -----------

              Net cash used in operating activities            -                  (150)             (5,800)

Cash flows from financing activities:                    ----------         ----------         -----------

    Loan received from related party                           -                   150                 300
    Sale of common stock                                       -                   -                 5,500
                                                         ----------         ----------         -----------

              Net cash provided by financing activities        -                   150               5,800

Net decrease (increase) in cash and cash equivalents           -                   -                   -
                                                         ----------         ----------         -----------

Cash and cash equivalents at beginning of period               -                   -                   -

Cash and cash equivalents at end of period                $    -             $     -            $      -
                                                         ==========         ==========         ===========
Supplemental disclosure of cash flow information:
Cash paid during the year for:
    Interest                                              $    -             $     -
                                                         ----------         ----------
    Income taxes                                          $    -             $     -
                                                         ----------         ----------


</TABLE>


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




                                   F-5
<PAGE>






                        BF ACQUISITION GROUP II, INC.
                        (A DEVELOPMENT STAGE COMPANY)
                        NOTES TO FINANCIAL STATEMENTS





1. ORGANIZATION AND BASIS OF PRESENTATION:

   BF Acquisition Group II, Inc., (the "Company"), a development
   stage company, was organized in Florida on April 15, 1999 as
   a "shell" company which plans to look for suitable business
   partners or acquisition candidates to merge with or acquire.
   Operations since incorporation have consisted primarily of
   obtaining the initial capital contribution by the founding
   shareholders and coordination of activities regarding the SEC
   registration of the Company.

   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 disclosure of
   contingent assets and liabilities at the date of the
   financial statements and the reported amounts of revenues and
   expenses during the reporting period.  Actual results could
   differ from those estimates.



2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

   Income Taxes
   ------------

   The Company accounts for income taxes in accordance with the
   Statement of Financial Accounting Standards No. 109,
   "Accounting for Income Taxes", which requires the recognition
   of deferred tax liabilities and assets at currently enacted
   tax rates for the expected future tax consequences of events
   that have been included in the financial statements or tax
   returns.  A valuation allowance is recognized to reduce the
   net deferred tax asset to an amount that is more likely than
   not to be realized.  The tax provision shown on the
   accompanying statement of operations is zero since the
   deferred tax asset generated from the net operating loss is
   offset in its entirety by valuation allowances.

   As of April 30, 2004, the Company had $11,182 of net
   operating loss carryforwards ("NOL") that expire in the year
   2021. A deferred tax asset of approximately $2,000 associated
   with this NOL has been reserved by a valuation allowance.

   Cash and Cash Equivalents
   -------------------------

   The Company's cash consist of currency in the bank, if any.

   Earnings Per Common Share
   -------------------------

   The Company follows the provisions of SFAS No. 128, "Earnings
   Per Share", which requires companies with complex capital
   structures or common stock equivalents to present both basic
   and diluted earnings per share ("EPS") on the face of the
   income statement.  Basic EPS is calculated as income
   available to common stockholders divided by the weighted
   average number of common shares outstanding during the
   period.  Diluted EPS is calculated using the "if converted"
   method for convertible securities and the treasury stock
   method for options and warrants as previously prescribed by
   Accounting Principles Board Opinion No. 15, "Earnings Per
   Share".



                                   F-6
<PAGE>





                        BF ACQUISITION GROUP II, INC.
                        (A DEVELOPMENT STAGE COMPANY)
                        NOTES TO FINANCIAL STATEMENTS




   Statement of Comprehensive Income
   ---------------------------------

   A statement of comprehensive income has not been included,
   per SFAS 130, "Reporting Comprehensive Income", as the
   Company has no items of other comprehensive income.

   Segment Information
   -------------------

   The Company adopted SFAS No. 131, "Disclosure about Segments
   of an Enterprise and Related Information", effective April
   30, 1999.  SFAS No. 131 establishes standards for the way
   that public companies report selected information about
   operating segments in annual and interim financial reports to
   shareholders.  It also establishes standards for related
   disclosures about an enterprise's business segments,
   products, services, geographic areas and major customers.
   The Company currently has no operations.

   Use of Estimates
   ----------------

   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 disclosure of
   contingent assets and liabilities at the date of the
   financial statements and the reported amounts of revenue and
   expenses during the reporting period. Actual results could
   differ from those estimates.

   Recent Accounting Standards
   ---------------------------

   Currently, the Company is in the development stage, and
   therefore most recently issued accounting standards have no
   impact on the Company until it acquires an enterprise or
   otherwise begins operations. The impact of such standards
   applicable at that time cannot be determined at this time.

3. INCOME (LOSS) PER COMMON SHARE:

   For the fiscal years ended April 30, 2004 and April 30, 2003,
   basic and diluted weighted average common shares include only
   common shares outstanding since there were no common stock
   equivalents.

   A reconciliation of the number of common shares shown as
   outstanding in the financial statements with the number of
   shares used in the computation of weighted average common
   shares outstanding is as follows:

                                                 2004            2003
                                                 ----            ----

   Common shares outstanding at April 30th      825,000         825,000
   Effect of weighting                              -               -
                                                -------         -------

   Weighted average common shares outstanding   825,000         825,000



                                   F-7
<PAGE>




                        BF ACQUISITION GROUP II, INC.
                        (A DEVELOPMENT STAGE COMPANY)
                        NOTES TO FINANCIAL STATEMENTS



4. CAPITAL STOCK:

   Preferred Stock
   ---------------

   The Board of Directors of the Company is authorized to
   provide for the issuance of the preferred stock in classes or
   series and, by filing the appropriate articles of amendment
   with the Secretary of State of Florida, is authorized to
   establish the number of shares to be included in each class
   or series and the preferences, limitations and relative
   rights of each class or series, which may include a
   conversion feature into common stock.  This type of preferred
   stock is commonly referred to as "blank check preferred
   stock".  As April 30, 2004, no shares of preferred stock have
   been issued and no preferences, limitations and relative
   rights have been assigned.

   Common Stock
   ------------

   The holders of the common stock are entitled to one vote per
   share and have non-cumulative voting rights.  The holders are
   also entitled to receive dividends when, as, and if declared
   by the Board of Directors.  Additionally, the holders of the
   common stock do not have any preemptive right to subscribe
   for, or purchase, any shares of any class of stock.



5. GOING CONCERN

   As reflected in the accompanying financial statements, the
   Company's cumulative losses, its working capital deficiency,
   and stockholders' deficiency raise substantial doubt about
   its ability to continue as a going concern.  The ability of
   the Company to continue as a going concern is dependent on
   the Company's ability to raise additional capital and
   implement its business plan.  The financial statements do not
   include any adjustments that might be necessary if the
   Company is unable to continue as a going concern.



                                   F-8
<PAGE>