U.S. Securities and Exchange Commission

                      Washington, DC 20549

                           Form 10-QSB

[X] QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES
    EXCHANGE ACT OF 1934

    For the quarterly period ended July 31, 2004
                                   -------------

[ ] TRANSITION REPORT UNDER 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.
-----------------------------------------------------------------
(Exact name of small business issuer as specified in its charter)

                             Florida
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 (State or other jurisdiction of incorporation or organization)

                           65-0913583
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                (IRS Employer Identification No.)

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

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

-----------------------------------------------------------------
(Former name, former address, and former fiscal year, if changed
                       since last report)

              APPLICABLE ONLY TO CORPORATE ISSUERS

      State  the  number of shares outstanding  of  each  of  the
issuer's  classes of common equity, as of the latest  practicable
date:  As of September 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>

                  BF ACQUISITION GROUP II, INC.

                        Form 10-QSB Index
                          July 31, 2004

                                                            Page

Part I:  Financial Information............................    3

  Item 1.  Financial Statements...........................    3

           Balance Sheet as of July 31, 2004 (Unaudited)..    4

           Statement of Operations For the Three
           Months Ended July 31, 2004 and 2003 and
           Period from Inception (April 15, 1999)
           through July 31, 2004 (Unaudited)..............    5

           Statement Of Cash Flows For the Three
           Months Ended July 31, 2004 and 2003 and
           Period from Inception (April 15, 1999)
           through July 31, 2004 (Unaudited)..............    6

           Notes To Financial Statements (Unaudited)......    7

  Item 2.  Management's Plan of Operation.................    8

  Item 3.  Controls and Procedures........................    9

Part II:  Other Information...............................    9

  Item 1.  Legal Proceedings..............................    9

  Item 2.  Unregistered Sales of Equity Securities
           and Use of Proceeds............................    9

  Item 3.  Defaults Upon Senior Securities................    9

  Item 4.  Submission of Matters to a Vote of
           Security Holders...............................    9

  Item 5.  Other Information..............................    10

  Item 6.  Exhibits and Reports on Form 8-K...............    10

Signatures................................................    10





                                    2
<PAGE>

                             PART I
                      FINANCIAL INFORMATION


Item 1.  Financial Statements


































                                    3
<PAGE>


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



                                                        July 31,
                                                          2004
                                                       ----------
                        ASSETS

Current assets:
  Cash and cash equivalents                            $        -
  Prepaid expenses                                          1,000
                                                       ----------
     Total assets                                      $    1,000
                                                       ==========

         LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities
  Accrued expenses                                     $    2,331
  Due to affiliate                                          6,275
  Loans from shareholders                                     300
                                                       ----------
     Total current liabilities                              8,906
                                                       ----------


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        (13,847)
                                                       ----------
     Total stockholders' deficit                           (7,906)
                                                       ----------

     Total liabilities and stockholders' equity        $    1,000
                                                       ==========

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


                                    4
<PAGE>


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

<TABLE>
<CAPTION>
                                                                                         Period from
                                                                                          inception
                                                        Three months    Three months   (April 15, 1999)
                                                           ended           ended           through
                                                          July 31,        July 31,         July 31,
                                                            2004            2003             2004
                                                        ------------    ------------   ----------------
<S>                                                     <C>             <C>            <C>
Revenues                                                $          -    $          -      $        -

General and administrative expenses                            2,665             550          13,847
                                                        ------------    ------------      ----------

   Loss before income tax provision                           (2,665)           (550)        (13,847)

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

   Net loss                                             $     (2,665)   $       (550)     $  (13,847)
                                                        ============    ============      ==========

   Basic and diluted loss per common share              $    (0.0032)   $    (0.0007)
                                                        ============    ============

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



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


                                    5

<PAGE>

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


<TABLE>
<CAPTION>
                                                                                         Period from
                                                                                          inception
                                                        Three months    Three months   (April 15, 1999)
                                                           ended           ended           through
                                                          July 31,        July 31,         July 31,
                                                            2004            2003             2004
                                                        ------------    ------------   ----------------
<S>                                                     <C>             <C>            <C>
Cash flows from operating activities:
  Net loss                                              $     (2,665)   $       (550)     $   (13,847)
  Common stock issued for services                                 -               -              441
  Changes in assets and liabilities:
    Increase in prepaid expenses                              (1,000)              -           (1,000)
    (Decrease) increase in accrued expenses                   (2,610)            550            2,331
    Increase in due to affiliate                               6,275               -            6,275
                                                        ------------    ------------      -----------
      Net cash used in operating activities                        -               -           (5,800)
                                                        ------------    ------------      -----------

Cash flows from financing activities:
  Loan received from related party                                 -               -              300
  Sale of common stock                                             -               -            5,500
                                                        ------------    ------------      -----------
      Net cash provided by financing activities                    -               -            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              $          -    $          -      $         -
                                                        ============    ============      ===========
</TABLE>


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


                                    6
<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
   United   States   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.

   The  information for the three months ended July 31, 2004  and
   2003  has  not  been audited by independent  certified  public
   accountants, but includes all adjustments which  are,  in  the
   opinion  of management, necessary to a fair statement  of  the
   results of the period.

   Certain  information and footnote disclosure normally included
   in  financial  statements prepared in accordance  with  United
   States  generally  accepted accounting  principles  have  been
   omitted  pursuant  to the requirements of the  Securities  and
   Exchange  Commission, although the Company believes  that  the
   disclosures  included  in these interim  financial  statements
   are adequate to make the information not misleading.

   It  is  suggested  that these financial statements  should  be
   read  in  conjunction with the financial statements and  notes
   thereto  included in the Company's Annual Report on  Form  10-
   KSB on file with the Securities and Exchange Commission.


2. 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.


                                    7
<PAGE>


Item 2.  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
Quarterly Report on Form 10-QSB.

     The  following is qualified by reference to, and  should  be
read  in  conjunction  with our financial statements  ("Financial
Statements"), and the notes thereto, included elsewhere  in  this
Form  10-QSB,  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
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   re-
establishing our business plan 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. During that  dormant  period  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. We recently obtained $6,275 in affiliate
loans  to meet some of our current capital requirements,  but  we
cannot  assure  you that we can obtain additional loans  for  any
amount  in  the future. Our auditors have included going  concern
considerations in the Notes to our Financial Statements.


                               8
<PAGE>


Item 3.     Controls and Procedures.

      As  of  the  end of the period covered by this  report,  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.

     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  and
commit funds for legal and accounting work and the preparation of
financial  statements and audits, 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 II
                        OTHER INFORMATION

Item 1.  Legal Proceedings

     Not Applicable

Item 2.  Unregistered Sales of Equity Securities and Use of
         Proceeds

     Not Applicable

Item 3.  Defaults Upon Senior Securities

     Not Applicable

Item 4.  Submission of Matters to a Vote of Security Holders

     Not Applicable



                               9
<PAGE>


Item 5.  Other Information

     Not Applicable

Item 6.  Exhibits and Reports on Form 8-K

(a) 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

     Not Applicable

                           SIGNATURES

     In accordance with the requirements of the Exchange Act, the
registrant caused this report to be signed on its behalf  by  the
undersigned, thereunto duly authorized.

BF ACQUISITION GROUP II, INC.


Registrant

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

Dated: September 20, 2004


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

Dated: September 20, 2004


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

Dated: September 20, 2004




                               10
<PAGE>