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, 2003

         [ ] 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 June 15, 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.

Name                    Age   Position               Term/Period Served

William  R.  Colucci    65    Director, President,   1yr./since inception
                              Treasurer, Secretary

(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, 2003, 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, 2003, 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>



<PAGE>                               10




1.   Based  upon  825,000  shares of the Company's  Common  Stock
     outstanding as of April 30, 2003, the end of the fiscal year
     covered by this report.

     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, 2003.

Item 14.      Principal Accountant Fees And Services

    Audit Fees. The aggregate fees billed for the fiscal years
ended April 30, 2003 and April 30, 2002 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
$1,000, and $1,000, respectively.

    Audit-Related Fees. There were no fees billed for the fiscal
years ended April 30, 2003 and April 30, 2002 for assurance and




<PAGE>                               11




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.

    Tax Fees. There were no fees billed for the fiscal years
ended April 30, 2003 and April 30, 2002 for tax compliance, tax
advice, or tax planning.

    All Other Fees. No fees were billed for the fiscal years
ended April 30, 2003 and April 30, 2002 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, 2003 and April 30, 2002 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, 2003 and April 30, 2002 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 AUDITORS' REPORT

PAGE F-2      BALANCE SHEETS AS OF APRIL 30, 2003 AND 2002

PAGE F-3      STATEMENTS OF OPERATIONS FOR THE YEARS ENDED APRIL 30, 2003
              AND 2002

PAGE F-4      STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIENCY FOR THE
              YEARS ENDED APRIL 30, 2003 AND 2002

PAGE F-5      STATEMENTS OF CASH FLOWS FOR THE YEARS APRIL 30, 2003 AND 2002

PAGES F-6-F-18 NOTES TO FINANCIAL STATEMENTS FOR THE YEARS ENDED APRIL
               30, 2003 AND 2002




<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: June 16, 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: June 16, 2004




<PAGE>                               13






                         BF ACQUISITION GROUP II, INC.
                         (A DEVELOPMENT STAGE COMPANY)
                             FINANCIAL STATEMENTS
                                APRIL 30, 2003




<PAGE>



                         BF ACQUISITION GROUP II, INC.





                                    CONTENTS


PAGE    F-1      INDEPENDENT AUDITORS' REPORT

PAGE    F-2      BALANCE SHEET AS OF APRIL 30, 2003

PAGE    F-3      STATEMENTS OF OPERATIONS FOR THE TWO YEARS
                 ENDED APRIL 30, 2003 AND 2002 AND FOR THE PERIOD FROM
                 APRIL  15, 1999 (INCEPTION) THROUGH APRIL 30, 2003

PAGE    F-4      STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT FOR
                 THE PERIOD FROM APRIL 15, 1999 (INCEPTION) THROUGH
                 APRIL 30, 2003

PAGE    F-5      STATEMENTS OF CASH FLOWS FOR THE TWO YEARS
                 ENDED APRIL 30, 2003 AND 2002 AND FOR THE PERIOD FROM
                 APRIL 15,1999 (INCEPTION) THROUGH APRIL 30, 2003

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





<PAGE>




                         DE LEON & COMPANY, P.A.


                       Independent Auditor's Report
                       ----------------------------

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

We have audited the accompanying balance sheet of BF Acquisition
Group II, Inc. as of April 30, 2003, and the related statements
of income, retained earnings, and cash flows for the years ended
April 30, 2003 and 2002 and for the period from April 15, 1999
(inception) to April 30, 2003. These financial statements are the
responsibility of the Company's management. Our responsibility is
to express an opinion on these financial statements based on our
audit.

We conducted our audits in accordance with auditing standards
generally accepted in the United States of America. Those
standards require that we 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.  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, 2003, and the results of its operations and its cash
flows for the years ended April 30, 2003 and 2002 and for the
period from April 15, 1999 (inception) to April 30, 2003 in
conformity with accounting principles generally accepted in the
United States of America.

The accompanying financial statements have been prepared assuming
that the Company will continue as a going concern. As 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
April 30, 2004




                                     F-1
<PAGE>




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


                                                              April 30,
								2003
                                                              ---------
ASSETS

Current assets:
  Cash                                                         $    -
                                                              ---------
     Total current assets                                           -
                                                              ---------

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

Current liabilities
  Accrued Expenses                                             $  7,210
  Loans from shareholders                                           300
                                                              ---------
     Total current liabilities                                    7,510


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              (13,451)
                                                              ---------
     Total stockholders' deficit                                 (7,510)
                                                              ---------

     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
                                                                                             April 15, 1999
                                                              For the          For the        (inception )
                                                             year ended       year ended         through
                                                              April 30,        April 30,       April 30,
                                                                2003             2002             2003
                                                           --------------   --------------   --------------
<S>                                                        <C>              <C>              <C>

Revenues                                                     $      -         $      -         $      -


General and administrative expenses                               2,925            2,970           13,451
                                                            ------------     ------------     ------------

  Loss before income tax provision                               (2,925)          (2,970)         (13,451)

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

  Net loss                                                   $   (2,925)      $   (2,970)      $  (13,451)
                                                            ============     ============     ============




  Basic and diluted loss per common share                    $  (0.0035)      $  (0.0036)
                                                            ============     ============

  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
<PAGE>




BF ACQUISITION GROUP II, INC.
A Development Stage Company
STATEMENTS OF STOCKHOLDERS' EQUITY
FOR THE PERIOD FROM APRIL 15, 1999 (INCEPTION) TO APRIL 30, 2002

<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)
                                             ==========    ==========      ==========      ===========      ===========


</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
                                                                                               April 15, 1999
                                                               For the         For the         (inception )
                                                              year ended     year ended              through
                                                              April 30,               April 30,               April 30,
                                                               2003            2002            2003
                                                           --------------   --------------   --------------
<S>                                                        <C>              <C>              <C>


Cash flows from operating activities:
  Net loss                                                   $   (2,925)      $   (2,970)      $  (13,451)
  Common stock issued for services                                  -                -                441
  Changes in liabilities:
     Increase in accrued expenses                                 2,775            2,775            7,210
                                                           --------------   --------------   --------------

        Net cash used in operating activities                      (150)            (195)          (5,800)
                                                           --------------   --------------   --------------

Cash flows from financing activities:
  Loan received from related party                                  150              150              300
  Sale of common stock                                              -                -              5,500
                                                           --------------   --------------   --------------

        Net cash provided by financing activities                   150              150            5,800
                                                           --------------   --------------   --------------

Net decrease in cash                                                -                (45)             -

Cash at beginning of period                                         -                 45              -
                                                           --------------   --------------   --------------

Cash at end of period                                        $      -         $      -         $      -
                                                           ==============   ==============   ==============


        Supplemental disclosures 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, 2001, the Company had $13,451 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
   ---------------------------

   In June 1999, the Financial Accounting Standards Board
   ("FASB") issued SFAS  No.  137, "Accounting for Derivative
   Instruments  and  Hedging Activities - Deferral of FASB
   Statement No. 133".   SFAS No. 137 defers for one year the
   effective date of SFAS No. 133, "Accounting for Derivative
   Instruments and Hedging Activities".  SFAS No. 133 will now
   apply to all fiscal quarters of all fiscal years beginning
   after June 15, 2000. SFAS No. 133 will require the Company
   to recognize all derivatives on the balance sheet as either
   assets or liabilities measured at fair  value.   Derivatives
   that are not hedges must be adjusted to fair value through
   income.  The Company adopted SFAS No. 133 effective for the
   year ending April  30,  2002.  The  Company has not yet
   determined the impact SFAS No.133 will have on its financial
   position or results of operations when such statement is
   adopted.

3. LOSS PER COMMON SHARE:

   For the fiscal years ended April 30, 2003 and April 30, 2002,
   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:



                                     F-7
<PAGE>




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


<TABLE>
<CAPTION>
                                                     2003       2002
                                                     ----       ----
<S>                                                <C>        <C>
Common shares outstanding at April 30th            825,000    825,000
Effect of weighting                                  -          -
                                                   -------    -------

Weighted average common shares outstanding         825,000    825,000
                                                   =======    =======
</TABLE>


4. CAPITAL STOCK:

   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.

   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, 2003, no shares of preferred stock have
   been issued and no preferences, limitations and relative
   rights have been assigned.



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>