SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB

(Mark One)

    [x]   QUARTERLY  REPORT  PURSUANT  TO SECTION 13 OR 15(d) OF THE  SECURITIES
          EXCHANGE ACT OF 1934

                 For the quarterly period ended March 31, 2005.

                                       OR

    [ ]   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


                    Theater Xtreme Entertainment Group, Inc.
 -------------------------------------------------------------------------------
        (Exact name of small business issuer as specified in its charter)

                                     Florida
 -------------------------------------------------------------------------------
         (State or other jurisdiction of incorporation or organization)

                                   65-0913583
 -------------------------------------------------------------------------------
                        (IRS Employer Identification No.)

          250 Corporate Boulevard, Suites E & F, Newark, Delaware 19702
 -------------------------------------------------------------------------------
                    (Address of principal executive offices)

                                 (302) 455-1334
 -------------------------------------------------------------------------------
                           (Issuer's telephone number)

               BF Acquisition Group II, Inc., 2501 Turk Boulevard,
                         San Francisco, California 94118
 -------------------------------------------------------------------------------
              (Former name, former address, and former fiscal year,
                         if changed since last report)

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 twelve months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. _X_ Yes ___
No

                      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 May 13,  2005,  there were
approximately  13,982,200 shares of common stock,  $0.001 par value,  issued and
outstanding.

Transitional Small Business Disclosure Format (check one):  Yes ___    No   X
                                                                          ---


<PAGE>
<TABLE>
<CAPTION>

<S>           <C>                                                                                    <C>

                    THEATER XTREME ENTERTAINMENT GROUP, INC.

                                Form 10-QSB Index
                                 March 31, 2005

                                                                                                     Page
Part I: Financial Information

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

                  Balance Sheet as of March 31, 2005 and June 30, 2004 (Unaudited)....................3

                  Statements of Operations For the Three
                  And Nine Months Ended March 31, 2005 and 2004 (Unaudited) ..........................4

                  Statement of Changes in Stockholders' Deficit for the
                  Nine Months Ended March 31, 2005 (Unaudited) .......................................5

                  Statement of Cash Flows For the Nine Months Ended
                  March 31, 2005 and 2004 (Unaudited).................................................6

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

         Item 2. Management's Discussion and Analysis or Plan of Operation...........................14

         Item 3. Controls and Procedures.............................................................18

Part II:   Other Information

         Item 6.  Exhibits...........................................................................19

Signatures ..........................................................................................20

</TABLE>


<PAGE>

                                     PART I
                              FINANCIAL INFORMATION

Item 1.  Financial Statements

                    Theater Xtreme Entertainment Group, Inc.

                                 Balance Sheets

                                   (Unaudited)


<TABLE>
<CAPTION>

<S>                                                                <C>               <C>


                                                                  March 31, 2005    June 30, 2004
                                                                   -----------       -----------
Assets
Current Assets:
     Cash and equivalents                                          $   339,556       $   119,228
     Accounts receivable, net of allowance of $ -                       47,594             7,061
     Inventory                                                         375,323           180,313
     Prepaid expenses                                                   64,516              --
                                                                   -----------       -----------
           Total current assets                                        826,989           306,602
                                                                   -----------       -----------

Property and Equipment, net                                            228,668           166,139
                                                                   -----------       -----------

Other Assets:
     Deposits                                                            5,760             5,760
                                                                   -----------       -----------

                                                                   $ 1,061,417       $   478,501
                                                                   ===========       ===========

Liabilities and Stockholders' Deficit

Current Liabilities:
     Accounts payable and accrued expenses                         $   496,611       $   127,825
     Payroll tax liabilities                                            30,218            11,216
     Current portion of notes payable                                   15,892             6,754
     Due to officer                                                      6,058             6,109
     Deferred sales                                                    496,988           144,863
                                                                   -----------       -----------
           Total current liabilities                                 1,045,767           296,767
                                                                   -----------       -----------

Long-term Liabilities:
     Notes payable, net of current portion                              39,986            27,482
     Convertible notes payable                                         533,500           200,000
                                                                   -----------       -----------
           Total long-term liabilities                                 573,486           227,482
                                                                   -----------       -----------
              Total liabilities                                      1,619,253           524,249
                                                                   -----------       -----------

Stockholders' Deficit:
     Preferred stock, no par value, 5,000,000 shares authorized,
        no shares issued and outstanding                                  --                --
     Common stock, $.001 par, 50 million shares authorized;
        13,195,000 and 9,775,000 shares issued and outstanding          13,195             9,775
     Additional paid in capital                                        785,029           240,225
     Accumulated deficit                                            (1,356,060)         (295,748)
                                                                   -----------       -----------
              Total stockholders' deficit                             (557,836)          (45,748)
                                                                   -----------       -----------

                                                                   $ 1,061,417       $   478,501
                                                                   ===========       ===========


</TABLE>


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

                                       3
<PAGE>

<TABLE>
<CAPTION>

<S>                                            <C>                 <C>                 <C>                 <C>
                    Theater Xtreme Entertainment Group, Inc.

                             Statement of Operations

               Three and nine months ended March 31, 2005 and 2004

                                   (Unaudited)



                                                Three Months       Three Months       Nine Months          Nine Months
                                                   Ended              Ended              Ended                Ended
                                               March 31, 2005     March 31, 2004     March 31, 2005       March 31, 2004
                                               ------------        ------------        ------------        ------------
Retail sales                                   $    827,197        $    245,845        $  1,919,489        $    467,201

Cost of goods sold                                 (428,679)           (164,235)         (1,121,959)           (307,387)
                                               ------------        ------------        ------------        ------------

         Gross profit                               398,518              81,610             797,530             159,814
                                               ------------        ------------        ------------        ------------

Occupancy expenses                                   53,501              25,133             153,346              33,144
Selling, general and administrative expenses      1,043,063             166,940           1,680,216             304,811
                                               ------------        ------------        ------------        ------------
                                                  1,096,564             192,073           1,833,562             337,955
                                               ------------        ------------        ------------        ------------


         Loss from operations                      (698,046)           (110,463)         (1,036,032)           (178,141)

Interest income                                           6                 341                  60                 694
Interest expense                                     (9,756)               (312)            (24,340)               (312)
                                               ------------        ------------        ------------        ------------

         Net loss                              $   (707,796)       $   (110,434)       $ (1,060,312)       $   (177,759)
                                               ============        ============        ============        ============

         Basic and diluted:
            Loss per common share              $      (0.06)       $      (0.01)       $      (0.10)       $      (0.02)
                                               ============        ============        ============        ============

            Weighted average shares              12,300,000           9,775,000          10,609,836           9,526,643
                                               ============        ============        ============        ============

</TABLE>


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

                                       4

<PAGE>
<TABLE>
<CAPTION>

<S>             <C>                                 <C>           <C>            <C>            <C>

                    Theater Xtreme Entertainment Group, Inc.

                       Statement of Stockholders' Deficit

                    For the nine months ended March 31, 2005

                                   (Unaudited)


                                                                    Additional                       Total
                                                       Common        Paid-in      Accumulated    Stockholders'
                                                       Stock         Capital        Deficit         Deficit
                                                    -----------   -----------    -----------    -----------

Balance at July 1, 2004                             $     9,775   $   240,225    $  (295,748)   $   (45,748)

Conversion of notes payable                               1,495       323,505           --          325,000

Issuance of common stock for services                       675       235,575                       236,250

Issuance of common stock at merger                        1,250        (1,250)

Liabilities assumed upon merger                            --         (13,026)          --          (13,026)

Net loss for the nine months ended March 31, 2005          --            --       (1,060,312)    (1,060,312)
                                                    -----------   -----------    -----------    -----------

Balance at March 31, 2005                           $    13,195   $   785,029    $(1,356,060)   $  (557,836)
                                                    ===========   ===========    ===========    ===========


</TABLE>


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

                                       5

<PAGE>
<TABLE>
<CAPTION>

<S>                                              <C>               <C>
                    Theater Xtreme Entertainment Group, Inc.

                             Statement of Cash Flows

                    Nine months ended March 31, 2005 and 2004

                                   (Unaudited)

                                                 Nine Months      Nine Months
                                                    Ended            Ended
                                                March 31, 2005   March 31, 2004
                                                 -----------    ----------------
Cash flows from operating activities:
     Net Loss                                    $(1,060,312)      $  (295,748)
     Adjustments to reconcile net loss to
       net cash used in operating activities:
       Depreciation                                   37,951            14,995
       Issuance of common stock for services         236,250              --
     Increase in assets
       Accounts receivables                          (40,533)           (7,061)
       Inventory                                    (195,010)         (180,313)
       Prepaid expenses                              (64,516)             --
     Increase in liabilities
       Accounts payable and accrued expenses         355,760           127,825
       Payroll tax liabilities                        19,002            11,216
       Due to officer                                    (51)            6,109
       Deferred sales                                352,125           144,863
                                                 -----------       -----------
     Net cash used in operating activities          (359,334)         (178,114)
                                                 -----------       -----------

Cash flows from investing activities:
     Deposits on stores and corporate facility          --              (5,760)
     Purchase of property and equipment              (73,884)         (143,418)
                                                 -----------       -----------
     Net cash used in investing activities           (73,884)         (149,178)
                                                 -----------       -----------

Cash flows from financing activities:
     Repayment of notes payable                       (6,746)           (3,480)
     Proceeds from convertible note payable          658,500           200,000
     Proceeds from financing lease                     1,792
     Proceeds from issuance of common stock             --             250,000
                                                 -----------       -----------
     Net cash provided by financing activities       653,546           446,520
                                                 -----------       -----------

Net increase in cash                                 220,328           119,228
Cash and equivalents, beginning of year              119,228              --
                                                 -----------       -----------

Cash and equivalents, end of period              $   339,556       $   119,228
                                                 ===========       ===========

Supplemental disclosure:
     Cash paid during the year for interest      $    15,659       $     4,763
                                                 ===========       ===========

Supplemental disclosure of non-cash
  investing and financing activites:
     Conversion of notes payable to common stock $   325,000       $      --
                                                 ===========       ===========
     Liabilities assumed as part of merger       $    13,026       $      --
                                                 ===========       ===========
     Acquisition of property and equipment
        by issuance of notes payable             $    26,596       $    37,716
                                                 ===========       ===========

</TABLE>


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


                                       6

<PAGE>

                    THEATER XTREME ENTERTAINMENT GROUP, INC.
                (FORMERLY KNOWN AS BF ACQUISITION GROUP II, INC.)
                          NOTES TO FINANCIAL STATEMENTS
                                   (UNAUDITED)

Note 1:  Nature of Operations and Significant Accounting Policies

         Basis of Presentations The accompanying  unaudited financial statements
have been  prepared  in  accordance  with  U.S.  generally  accepted  accounting
principles for interim financial  information and with the instructions for Form
10-QSB and item 310(b) of Regulation S-B.  Accordingly,  they do not include all
of the  information  and  footnotes  required by generally  accepted  accounting
principles for complete financial statements. In the opinion of management,  all
adjustments (consisting of normal recurring accruals) considered necessary for a
fair presentation have been included. Operating results for the three months and
nine months ended March 31, 2005 are not  necessarily  indicative of the results
that may be expected for the year ended June 30, 2005.  The unaudited  financial
statements  should be read in  conjunction  with the  financial  statements  and
footnotes  thereto  included in the  Company's  annual  report on Form 8-K dated
February 11, 2005.

         Nature of operations.  Theater Xtreme  Entertainment  Group,  Inc. (the
"Company"),  a Florida  corporation,  opened the first  Company  retail store or
design  center on  September  1, 2003 in Newark,  Delaware.  In August  2004 the
Company opened a second Company owned design center in Wilmington,  Delaware and
sold the first two franchises. These initial franchise stores will be located in
Pennsylvania and Massachusetts and are expected to open in 2005. The Company has
designed and created large-format home theater entertainment  systems,  offering
new, low cost  technology  at prices  affordable to many  families.  The Company
expects to offer franchise licenses nationwide.

         Merger.  On February 11, 2005 the Company acquired BF Acquisition Group
II, Inc., a Florida corporation.  Under the terms of the merger agreement,  each
stockholder of Theater Xtreme,  Inc. received 4.60 shares of voting common stock
of BF Acquisition  Group II, Inc. for each share of Theater Xtreme,  Inc. common
stock held by such  stockholder.  Following the merger,  the Company changed its
name to Theater Xtreme  Entertainment  Group,  Inc. Under accounting  principles
generally  accepted in the United States, the share exchange is considered to be
a capital transaction in substance, rather than a business combination. That is,
the share  exchange is  equivalent  to the  issuance of stock by Theater  Xtreme
Entertainment  Group,  Inc. for the net monetary assets of BF Acquisition  Group
II, Inc., accompanied by a recapitalization, and is accounted for as a change in
capital  structure.  Accordingly,  the accounting for the share exchange will be
identical to that resulting from a reverse acquisition,  except no goodwill will
be recorded.  Under reverse takeover  accounting,  the post reverse  acquisition
comparative   historical  financial   statements  of  the  legal  acquirer,   BF
Acquisition Group II, Inc., are those of the legal acquiree which are considered
to be the accounting acquirer, Theater Xtreme Entertainment Group, Inc.

         Industry Risks. The Company  participates in a highly volatile industry
that  is  characterized  by  rapid  technological  change,  intense  competitive
pressure, and cyclical market patterns. The Company's results of operations will
be affected by a wide variety of factors, including general economic conditions,
decreases in average selling prices over the life of any particular product, the
timing of new  product  introductions  (by the  Company,  its  competitors,  and
others),  the ability to acquire  sufficient  quantities of a given product in a
timely manner,  the timely  implementation of new  technologies,  the ability to
safeguard  intellectual  property  from  competitors,  and  the  effect  of  new
technologies  resulting in rapid  escalation  of demand for some products in the
face of equally steep  decline in demand for others.  Based on the factors noted
herein, the Company may experience substantial period-to-period  fluctuations in
future operating results.


                                       7
<PAGE>



                    THEATER XTREME ENTERTAINMENT GROUP, INC.
                (FORMERLY KNOWN AS BF ACQUISITION GROUP II, INC.)
                          NOTES TO FINANCIAL STATEMENTS
                                   (UNAUDITED)

         Comprehensive  Income.  The Company  follows the Statement of Financial
Accounting  Standard  ("SFAS")  No.  130,  "Reporting   Comprehensive   Income."
Comprehensive  income is a more inclusive financial  reporting  methodology that
includes  disclosure of certain financial  information that historically has not
been recognized in the calculation of net income. Since the Company has no items
of other  comprehensive  income,  comprehensive  income  (loss)  is equal to net
income (loss).

         Fair Value of Financial Instruments. The Company's financial statements
consist of cash and cash equivalents,  accounts  receivable,  payables,  accrued
expenses and deposits. The carrying values of these items approximate fair value
because of their short  maturities.  The  carrying  value of notes  payable also
approximate  fair value because the interest  rates of these notes  approximates
current market interest rates.

         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 revenues  and expenses
during the reporting period. Actual results could differ from these estimates.

         Cash  Equivalents.  The Company  considers  all  short-term  securities
purchased with a maturity of three months or less to be cash equivalents.

         Concentration  of Credit Risk.  The Company  maintains its cash in bank
deposit accounts which, at times, may exceed federally insured limits.  Accounts
are  guaranteed  by the  Federal  Deposit  Insurance  Corporation  (FDIC)  up to
$100,000. At March 31, 2005 the Company had approximately  $239,556 in excess of
FDIC  insured  limits.  The  Company  has not  experienced  any  losses  in such
accounts.

         Inventory.  The  Company's  inventory  is  stated  at the lower of cost
(first-in,  first-out)  or market (net  realizable  value),  and consists of the
following at March 31, 2005:

             Equipment and furniture products                $ 195,962
             Cable and supplies                                 11,144
             Retail displays                                   168,217
                                                               -------
                                                             $ 375,323
                                                               =======

         Depreciation  and Fixed  Assets.  The cost of property and equipment is
depreciated   over  the  estimated   useful  lives  of  the  assets.   Leasehold
improvements  are amortized  over the lesser of the length of the related leases
or the estimated useful lives of the assets.  Depreciation is computed using the
straight-line method. The estimated useful lives are as follows:

             Computer equipment                              3 years
             Office equipment                                5 years
             Office furniture                                7 years
             Vehicles                                        5 years
             Leasehold improvements                     3 to 7 years


                                       8
<PAGE>


                    THEATER XTREME ENTERTAINMENT GROUP, INC.
                (FORMERLY KNOWN AS BF ACQUISITION GROUP II, INC.)
                          NOTES TO FINANCIAL STATEMENTS
                                   (UNAUDITED)

         Long-lived Assets. The Company follows SFAS No. 144 "Accounting for the
Impairment or Disposal of Long-Lived  Assets."  Long-lived assets to be held and
used are reviewed for  impairment  whenever  events or changes in  circumstances
indicate that the related carrying amount may not be recoverable. When required,
impairment  losses  on assets  to be held and used are  recognized  based on the
excess of the asset's  carrying  amount.  Fair value of the asset and long-lived
assets to be  disposed of are  reported at the lower of carrying  amount or fair
value less cost to sell. The Company is not aware of any events or circumstances
which  indicate the  existence of an  impairment  which would be material to the
Company's annual financial statements.

         Revenue Recognition.  Retail sales include all sales from Company-owned
design center(s).  Substantially all earned revenue during the nine months ended
March 31, 2005 is retail sales. Such sales normally  represent both the sale and
installation of home-theater equipment. Revenue is recognized on such sales when
the  equipment is delivered and the  installation  is  substantially  completed.
Generally these events occur on the same date. Customer deposits on orders which
are not completed are shown as deferred revenue. Also included in deferred sales
is an amount  which  represents  the  unexpired  portions of  customer  extended
service contracts. In addition, the Company has deferred revenues from the sales
of its first two  franchises.  Such revenues will be recognized when the Company
has substantially completed its obligations to these franchisees.  The following
is a summary of orders  and retail  sales for the nine  months  ended  March 31,
2005:

<TABLE>
<CAPTION>

<S>                                                                            <C>


                 Customer orders                                               $ 2,433,364
                 Increase in unfinished orders                                    (513,875)
                 Retail sales (recognized)                                     $ 1,919,489
                                                                               ===========

                 Customer deposits, deferred retail sales                      $   446,988
                 Balances due on unfinished orders                                 420,243
                 Less unfinished orders at June 30, 2004                          (353,356)
                 Increase in unfinished orders                                 $   513,875
                                                                               ===========

         The  following  is a summary of amounts  included in deferred  sales at
March 31, 2005:

                 Deferred retail sales                                         $   432,693
                 Deferred service contracts                                         14,295
                 Customer deposits, deferred retail sales                          446,988
                 Deferred franchise sales                                           50,000
                 Total deferred sales                                          $   496,988
                                                                               ===========

</TABLE>


         Loss Per Share.  The Company  follows SFAS 128,  "Earnings  Per Share,"
resulting in the  presentation  of basic and diluted  earnings (loss) per share.
The basic loss per share  calculations  include the change in capital  structure
which resulted from the merger for all periods  presented.  For the three months
ended  March 31,  2005 and 2004,  the basic and  diluted  loss per share are the
same,  because the assumed  conversion of the convertible notes payable would be
antidilutive as the Company experienced a net losses for these periods.


                                       9
<PAGE>



                    THEATER XTREME ENTERTAINMENT GROUP, INC.
                (FORMERLY KNOWN AS BF ACQUISITION GROUP II, INC.)
                          NOTES TO FINANCIAL STATEMENTS
                                   (UNAUDITED)

         Income Taxes. The Company accounts for income taxes under SFAS No. 109,
"Accounting for Income Taxes," which requires an asset and liability approach to
financial accounting and reporting for income taxes.  Deferred income tax assets
and  liabilities  are computed  annually for temporary  differences  between the
financial  statement and tax bases of assets and liabilities that will result in
taxable or deductible  amounts in the future based on enacted tax laws and rates
applicable  to the  periods  in which the  differences  are  expected  to affect
taxable income.  Valuation  allowances are established  when necessary to reduce
deferred tax assets to the amount expected to be realized. Income tax expense is
the tax payable or refundable for the period plus or minus the change during the
period in deferred tax assets and liabilities.

         Shipping and Handling Fees and Costs. The Company  classifies  shipping
and handling costs as part of selling and administration expenses.  Shipping and
handling costs were $5,734 and $11,001,  and $1,174 and $1,304 for the three and
nine month periods ended March 31, 2005 and 2004.

         Advertising  Costs.  Advertising and sales promotion costs are expensed
as incurred.  Advertising expense totaled $74,568 and $189,595,  and $25,450 and
$97,498 for the three and nine month periods ended March 31, 2005 and 2004.

         Store Opening  Costs.  Store opening costs and other start-up costs are
expensed as incurred.

Note 2:  Reverse Merger

         Effective  February 11, 2005 Theater Xtreme  Entertainment  Group, Inc.
completed its merger, which was treated as a reverse acquisition.  The following
pro forma consolidated  statement of operations assumes the merger was effective
July 1, 2004.

                                   For the Nine
                                  Months Ending
                                  March 31, 2005
                                  --------------
Net Sales                          $ 1,919,489
                                   ===========
Net Loss                            (1,209,062)
                                   ===========
Basic and Diluted Loss Per Share   $     (0.11)
                                   ===========

Note 3:  Due to Officers

         The balance of $6,058 at March 31, 2005 represents accrued compensation
due to an officer of the Company.

Note 4:  Property and Equipment

         Property and equipment consist of the following at March 31, 2005:

Vehicles                   $  69,312
Equipment and computers       59,171
Leasehold improvements       153,131
                           ---------
                             218,614
Accumulated depreciation     (52,946)
                           ---------
                           $ 228,668
                           =========




                                       10
<PAGE>

<TABLE>
<CAPTION>

<S>                                                                                   <C>

                    THEATER XTREME ENTERTAINMENT GROUP, INC.
                (FORMERLY KNOWN AS BF ACQUISITION GROUP II, INC.)
                          NOTES TO FINANCIAL STATEMENTS
                                   (UNAUDITED)

         Depreciation expense was $14,508 and $37,951, and $3,756 and $7,356 for
the three and nine month periods ended March 31, 2005 and 2004.

Note 5:  Long-term Liabilities and Notes Payable

        Long-term debt consists of the following at March 31, 2005:

                 Note     Payable to bank, in monthly installments of $349,
                          including interest at 7.25%,
                          secured by vehicle                                          $   13,709

                 Note     Payable to bank, in monthly installments of $402,
                          including interest at 7.25%.
                          secured by vehicle                                              15,508

                 Note Payable to bank, in monthly installments
                          of $539, including interest at 7.99%
                          secured by vehicle                                              25,503

                 Capitalized lease with monthly payments of $34
                          and imputed interest at 10% through
                          July 2008                                                        1,158
                                                                                      ----------
                                                                                          55,878

                          Less current portion                                           (15,892)
                                                                                      ----------

                 Notes Payable, net of current portion                                $   39,986
                                                                                      ==========

</TABLE>


         Future maturities of long-term debt as of March 31, 2005 are as
follows:

                        Year ending June 30, :
                        ----------------------
                                 2005                          $  5,067
                                 2006                            12,472
                                 2007                            13,448
                                 2008                            14,505
                                 2009                            10,386
                                                               --------
                                                               $ 55,878

         Also included in long-term liabilities are unsecured,  promissory notes
payable of  $533,500,  due within 90 days,  interest  at 8%, the  principal  and
interest of which are both convertible into common stock at a conversion rate of
$0.35 per share.  Management  expects  the holders of these notes to convert the
entire amount due into common stock as these notes mature.

         The Company incurred interest costs of $9,756 and $24,340, and $312 and
$312 in the three and nine month periods ended March 31, 2005 and 2004. Of these
amounts,  $8,682 will be paid by the  issuance of common stock for the three and
nine month periods ended March 31, 2005.


                                       11
<PAGE>



                    THEATER XTREME ENTERTAINMENT GROUP, INC.
                (FORMERLY KNOWN AS BF ACQUISITION GROUP II, INC.)
                          NOTES TO FINANCIAL STATEMENTS
                                   (UNAUDITED)

Note 6: Lease Commitments

         The Company leases its corporate  offices,  warehouse and retail design
centers  for various  terms  under  long-term,  non-cancelable  operating  lease
agreements.  The leases  expire at various  dates  through  2010 and provide for
renewal  options  ranging  from  none to five  years.  In the  normal  course of
business, it is expected that these leases will be renewed or replaced by leases
on other  properties.  The leases provide for increases in future minimum annual
rental payments based on defined increases in the Consumer Price Index,  subject
to certain minimum increases. Also, the agreements generally require the Company
to pay executory costs (real estate taxes,  insurance,  and repairs or allocated
common area charges).

         The company also has operating leases on vehicles with monthly payments
of $350.

         The following is a schedule by year of future minimum  rental  payments
required under the operating lease agreements:

                Year ending June 30, :
                         2005                          $ 34,020
                         2006                           132,184
                         2007                           115,771
                         2008                            89,018
                         2009
                      thereafter                         70,289
                                                       --------
                                                       $532,590
                                                       ========

         Total minimum lease  payments do not include  executory  costs,  common
area charges, or increases measured by consumer price or other index changes.

         Rent  expense  charged to  operations  was  $40,904 and  $108,557,  and
$19,625 and $22,703  for the three and nine month  periods  ended March 31, 2005
and 2004.

Note 7:  Common Stock

         In February 2005 the Company issued 675,000 shares for services  valued
at $236,250.

Note 8:  Income Taxes

         Deferred  income  taxes  reflect  the net effect of an  operating  loss
carryforward.  There  are  no  significant  temporary  differences  between  the
carrying amount of assets and liabilities for financial  reporting  purposes and
the amount used for income tax purposes.

         The components of the deferred assets are as follows at March 31, 2005:

             Net operating loss carryforward              $ 488,000
             Less valuation allowance                      (488,000)
                                                          ---------

                                                          $       0
                                                          =========


                                       12
<PAGE>


                    THEATER XTREME ENTERTAINMENT GROUP, INC.
                (FORMERLY KNOWN AS BF ACQUISITION GROUP II, INC.)
                          NOTES TO FINANCIAL STATEMENTS
                                   (UNAUDITED)

         A valuation  allowance was required  since the ultimate  realization of
deferred  tax assets is  dependent  upon future  taxable  income and  management
believes that it is more likely than not that the deferred tax asset will not be
realized  through future taxable income.  There is no income tax benefit for the
losses for the three  months and nine months  ended March 31, 2005 and March 31,
2004,  since  management has determined that the realization of the net deferred
tax asset is not assured and has  created a valuation  allowance  for the entire
amount of such benefits.

         At March 31, 2005, the Company had a net operating loss carryforward of
approximately $1,356,000 which if not used will expire in the fiscal year ending
June 30, 2026.

Note 9:  Subsequent Events

         On April 26, 2005 the Company began offering up to 2,900,000  shares of
its common stock at a purchase price of $0.35 per share. Management expects this
issue to be fully  subscribed.  Net proceeds are expected not to exceed $970,000
of which $533,500  represents the amounts of convertible  notes payable at March
31, 2005.

         On April 8, 2005 the Company  issued 787,200 shares of common stock for
services provided to the Company. These services were valued at $0.35 per share.
Of these  shares,  $232,925 was charged as selling,  general and  administrative
expenses for the nine months ended March 31, 2005.  This amount  represents  the
value of  665,500 of this  common  stock  subsequently  issued.  This  amount is
included in accounts payable and accrued expenses at March 31, 2005.

         On April 5, 2005 the Company  adopted the 2005 Stock Option  Plan.  The
Plan is designed to help the Company  attract,  motivate  and retain the quality
employees  necessary to  successfully  execute the Company's  business plan. The
Plan allocates up to 1,400,000 shares of common stock as incentive  compensation
to employees and directors. Pursuant to this Plan, on April 12, 2005 the Company
announced  grants of  730,000  options  to  employees  and  150,000  options  to
directors, all at an exercise price of $0.35 per share.

         On April 25, 2005 the  Company  entered  into a 5 year lease,  with two
optional five year renewal terms for  commercial  retail space for the Company's
third design center or retail store in Bel Air, Maryland.  Management expects to
open this design center in the quarter ending September 30, 2005.


                                       13
<PAGE>


Item 2.  Management's Discussion and Analysis or Plan of Operation

Forward-Looking Information

         The following  Management's  Discussion and Analysis  should be read in
conjunction with our unaudited financial statements and notes for the nine month
period ended March 31, 2005 included herein and our audited financial statements
and notes for the year ended June 30, 2004  included  in our  Amended  Report on
Form 8-K filed with the Securities and Exchange Commission.

         This discussion and other sections of this Quarterly Report contain, in
addition  to  historical  information,  forward-looking  statements  within  the
meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking
statements  involve known and unknown  risks,  uncertainties  and other factors,
which may cause our actual  results,  performance or  achievements  expressed or
implied  by these  forward-looking  statements  to differ  materially  from such
forward-looking  statements.  The  forward-looking  statements  included in this
report may prove to be  inaccurate.  These  statements  are based on a number of
assumptions   concerning  future  events,   and  are  subject  to  a  number  of
uncertainties and other factors,  many of which are outside our control.  Actual
results  may differ  materially  from such  statements  for a number of reasons,
including  the effects of  regulation  and changes in capital  requirements  and
funding.   In  light  of  the  significant   uncertainties   inherent  in  these
forward-looking  statements,  you should not consider this  information  to be a
guarantee  by us or any other  person  that our  objectives  and  plans  will be
achieved.  The  Company  does not  undertake  to  publicly  update or revise its
forward-looking  statements  even if experience or future  changes make it clear
that any projected results (expressed or implied) will not be realized.

Overview

         Theater Xtreme  Entertainment  Group,  Inc. (the "Company") is a retail
store and franchise marketing company targeted to take advantage of a new market
category: affordable large format home theater design and installation. Industry
trends  suggest  that  the  home  theater   projection  market  will  experience
significant growth in the next several years.

         Our first retail store or "design center" was opened  September 1, 2003
and was built to  resemble  an actual  movie  theater.  A separate  distribution
center, warehouse and administrative office facility was opened in February 2004
in Newark,  Delaware. This multi-purpose facility will provide installations and
service, warehousing and product distribution, and other retail support services
to a cluster of  company-owned  design  centers in  contiguous  and  surrounding
areas.  Our second  company-owned  design  center  was opened in August  2004 in
Wilmington,   Delaware.   We  have  recently   signed  a  lease  for  our  third
company-owned  design  center  which  will  open  later  this  year in Bel  Air,
Maryland.  Additional  company-owned  design centers in this initial  geographic
area are anticipated.

         In September  2004,  Theater Xtreme sold its first  franchise  which is
scheduled  to open in Wilkes  Barre,  Pennsylvania  in 2005.  In  October  2004,
Theater Xtreme sold its second franchise which will open in May 2005.

         On February  11, 2005,  Theater  Xtreme,  Inc.  merged with and into BF
Acquisition Group II, Inc., a Florida corporation. The merged entity changed its
name to Theater Xtreme  Entertainment  Group,  Inc., with its principal  offices
located at 250 Corporate  Blvd.,  Suites E & F, Newark,  DE 19702. The following
discussion refers to Theater Xtreme, Inc. for all periods prior to the effective
date of the merger and to the combined  company,  Theater  Xtreme  Entertainment
Group, Inc., thereafter.

         The Company has a limited  operating  history for evaluating trends and
seasonality.



                                       14
<PAGE>


Results of Operations

         Because  we  are  in a  startup  stage,  it is  difficult  to  forecast
revenues,  expenses and losses  accurately,  or to produce  same period  results
which are  comparable  to similar  periods in the previous  fiscal year.  As our
design centers mature and the number of company-owned  design centers increases,
we  believe  that we will  begin to  produce  more  predictable  and  comparable
operating results.

         Overall,  the Company has  emphasized  the  importance of acquiring and
developing the requisite  management team and administrative  infrastructure and
capacity  necessary to implement the Company's business plan.  Accordingly,  the
Company has  expended  and will  continue  to expend  significant  resources  in
acquiring the personnel,  capabilities and facilities needed not only to operate
our  present  and  future  retail  design  centers,  but also to  establish  the
foundation necessary to create a national organization,  capable of capitalizing
on the anticipated growth in the home theater market. As an example, we estimate
that 14 of our 27 current  employees  are above and beyond  the  staffing  level
required effectively to operate our existing two design centers.

         Our single store results for the year ended June 30, 2004 were over 170
projection system orders with an average order price of $6,500.

Results of Operations for the three months ended March 31, 2005 compared to the
three months ended March 31, 2004

         For the three  months  ended March 31,  2005 we had total new  customer
orders of $994,364 which represents 103 projection systems with an average order
price of $9,654.  For the three  months  ended  March 31,  2004 we had total new
customer  orders of $319,601  which  represents  40  projection  systems with an
average order price of $7,990.

         The increase in the number of systems and total customer orders sold is
directly  related  to the  opening  of our second  design  center in  Wilmington
Delaware.  However,  as the first two design  centers  complement  each other by
better  serving a single,  expanded  market,  the growth  effect of this  second
design center is less than would be expected had it been located in a geographic
area farther away from our first design center.

         Recognized  sales  for the  three  months  ended  March  31,  2005 were
$827,197  compared to $245,845 for the three months ended March 31, 2004.  Gross
profit amounts and percentages  were $398,518 and 48% for the three months ended
March 31, 2005 as compared to $81,610 and 33% for the three  months  ended March
31,  2004.  The increase in sales  reflects  the  addition of our second  design
center,  whereas the fluctuation in gross profit  percentages is more reflective
of the nature of our operations in this startup stage.

         Occupancy  expenses  for the three  months  ended  March 31,  2005 were
$53,501  compared to $25,133 for the three  months  ended  March 31,  2004.  The
increase is directly  related to the opening of the second  design center and to
the multi-purpose facility which was open for only two of the three months ended
March 31, 2004.

         Selling, general and administrative expenses for the three months ended
March 31, 2005 were  $1,043,063  compared to $166,940 for the three months ended
March 31, 2004. The increase relates to additional personnel and operating costs
expanding operations toward creating a national organization. These expenses for
the three months ended March 31, 2005 include legal, accounting, promotional and
other  costs of  $542,221  related  to the merger  and to  becoming a  reporting
company under the  Securities  Exchange Act of 1934.  Additionally,  $10,800 was
expended for an architectural  prototype for new design centers, and $10,500 was
expended to launch our franchise  sales program with a national  brokerage firm.
As described in the attached notes to the financial statements, portions of this
increase in selling,  general



                                       15
<PAGE>


and  administrative  expenses  for the three  months  ended  March 31, 2005 were
non-cash transactions, funded by the issuance of common stock.

Results of  Operations  for the nine months ended March 31, 2005 compared to the
nine months ended March 31, 2004

         Because we are in a startup stage,  period-to-period comparisons of our
operating  results  may not be  meaningful.  We generate  increased  revenues in
future periods due to the increase in company-owned design centers and increased
franchising and distribution activities.  We also expect to experience increased
operating  costs in future  periods due to our commitment to develop our retail,
franchising, and distribution operations on a regional and national scale.

         For the nine  months  ended  March 31,  2005 we had total new  customer
orders of $2,367,164  which  represents 249  projection  systems with an average
order price of $9,506. For the nine months ended March 31, 2004 we had total new
customer  orders of $813,206 which  represents  121  projection  systems with an
average order price of $6,720.

         The increase in the number of systems and total customer orders sold is
related  to the  opening  of our second  design  center and to our first  design
center  operating for the full nine months in comparison to only seven months in
the previous year.

         Recognized  sales  for the  nine  months  ended  March  31,  2005  were
$1,919,489  compared to $467,201 for the nine months ended March 31, 2004. Gross
profit amounts and  percentages  were $797,530 and 42% for the nine months ended
March 31, 2005 and  $159,814  and 34% for the nine months  ended March 31, 2004.
The increase in sales  reflects the addition of our second design center and the
full period  operation  of our first design  center.  The  fluctuation  in gross
profit  percentages  is more  reflective of the nature of our operations in this
startup  stage.   Management  expects  to  maintain  the  current  gross  profit
percentage for the remainder of the current fiscal year.

         In the nine  months  ended  March  31,  2005 we  collected  $50,000  in
non-refundable, initial franchise license fees. This amount has been deferred at
March 31, 2005 and will be recognized  as earned  revenue in the period when the
franchise  stores  open.  There were no  franchise  license  fees  collected  or
recognized as revenue in the nine months ended March 31, 2004.

         Occupancy  expenses  for the nine  months  ended  March  31,  2005 were
$153,346  compared  to $33,144 for the nine months  ended  March 31,  2004.  The
increase relates to the opening of the second design center, and the full period
operations of the first design center, which was open for only seven of the nine
months ended March 31, 2004, and the  multi-purpose  facility which was open for
only two of the nine months ended March 31, 2004.

         Selling,  general and administrative expenses for the nine months ended
March 31, 2005 were  $1,680,216  compared to $304,811 for the three months ended
March 31,  2004.  The increase  relates to the  additional  personnel  and other
operating costs of implementing  the Company's  business plan, and to additional
cash and  non-cash  expenses  related to the  merger and to  becoming a publicly
registered company.

Liquidity
---------

         The Company  increased  its cash  position by $220,328 from $119,228 at
June 30, 2004 to $339,556 at March 31, 2005.  This  increase  results  primarily
from  proceeds  from the issuance of common  stock and from  current  borrowings
which,  in the opinion of  management,  will be converted by lenders into common
stock  within the  following  fiscal  quarter.  The  increase in cash from these
proceeds  was reduced by the  amounts of our net loss for the nine months  ended
March 31, 2005.



                                       16
<PAGE>


         Working  capital  at  March  31,  2005  was a  deficit  of  $(218,778),
representing  a decrease of $(235,387)  from the working  capital amount at June
30,  2004.  This  decrease  results  from our net loss for the nine months ended
March 31,  2005 offset by  non-cash  expenses of $241,593  which are accrued and
included  in accounts  payable and accrued  expenses at March 31, 2005 and which
will be paid by the issuance of common stock in the following fiscal quarter.

         Subsequent  to  March  31,  2005,  the  Company  began  offering  up to
2,900,000  shares of its common  stock at a  purchase  price of $0.35 per share.
Management expects this issue to be fully subscribed.  Net proceeds are expected
not to exceed  $970,000 of which  approximately  $533,500 will be used to retire
outstanding  short-term  notes  payable.  After  retirement of these notes,  the
Company expects that it will have net proceeds from the sale of this offering in
an amount approximating $436,500.

         Our cash flow from operations since inception has been and continues to
be  negative.  We continue to expand our  revenues by  increasing  the number of
company-owned design centers and by selling additional franchises and increasing
our product distribution network to franchisees.

         Future capital  requirements  and the adequacy of available  funds will
depend on numerous  factors and risks,  including the  successful  expansion and
increase  in the number of  company-owned  retail  design  centers,  the sale of
Company franchises on a national level, the successful development of internally
branded  products  for  distribution  to  franchisees,  and the results of risks
associated   with  our  ability  to   establish   meaningful   consumer   market
identification,  branding  and  penetration,  our  ability  to  adapt  to  rapid
technological  changes,  and our ability to successfully compete against intense
competitive   pressures  from  potentially  larger,  better  capitalized  future
competitors when such enter our market segment.  Further,  the Company's results
of operations  and  resulting  capital  requirements  will be impacted by a wide
variety of additional  factors and risks  including,  but perhaps not limited to
general economic  conditions,  decreases in average selling prices over the life
of any particular product, new product and technology introductions, the ability
to acquire  sufficient  quantities  of a given product in a timely  manner,  the
ability to develop  and  maintain  critical  strategic  supply and  co-marketing
relationships and the ability to safeguard intellectual property.

         In the event our plans change or our assumptions  change or prove to be
inaccurate or the funds available prove to be insufficient to fund operations at
the planned level (due to further unanticipated  expenses,  delays,  problems or
otherwise),  we could be required to obtain  additional  funds through equity or
debt financing,  through strategic alliances with corporate partners and others,
or through  other  sources in order to  successfully  continue to implement  our
business strategies.

         We do not have any committed sources of additional financing, and there
can be no assurance that additional funding, as necessary,  will be available on
acceptable  terms,  if at all. If adequate  funds are not  available,  we may be
required to further  delay,  scale back,  or  eliminate  certain  aspects of our
business  plan  or  current  operations  or  attempt  to  obtain  funds  through
arrangements  with  collaborative  partners  or others  that may  require  us to
surrender rights to Company methods, technologies, product development projects,
certain products or existing markets.  If adequate funds are not available,  our
business,  financial condition, and results of operations will be materially and
adversely affected.

         We have plans to increase  the number of employees  and/or  independent
contractors  we  employ  at  this  time  contingent  upon  our  ability  to have
sufficient funds to continue to implement our business strategies. We anticipate
significant additional capital expenditures during the coming year in connection
with the costs of increasing the number of  company-owned  design  centers,  the
anticipated cost of expanding and replicating the  multi-purpose  facility,  and
the costs of implementing  and possibly  manufacturing  Company branded products
for distribution to franchisees and directly to retail customers.

         Our current  policy is to invest our cash  reserves  in bank  deposits,
certificates of deposit,  commercial  paper,  corporate notes,  U.S.  government
instruments or other investment-grade instruments.



                                       17
<PAGE>


         There  can be no  assurance  that  we  will  be  able  to  successfully
implement our business  strategies or that  profitability will ever be achieved.
We expect that our future operating  results will fluctuate  significantly  from
year to year and will be impacted by factors beyond our control.

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 officers and financial officers 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. The evaluation  revealed to the
Company's  principal  executive officer and principal financial officer that the
design and operation of the Company's  disclosure  controls and procedures  were
effective as of the end of the period covered by this report.

         There  have  been no  significant  changes  in the  Company's  internal
controls and in other factors that have  materially  affected,  or is reasonably
likely to  materially  affect,  the Company's  internal  controls for the period
covered by this Quarterly Report on Form 10-QSB.



                                       18
<PAGE>


                                     PART II
                                OTHER INFORMATION

Item 6.  Exhibits

                                  EXHIBIT INDEX

        Exhibit               Description of Exhibit
        -------   --------------------------------------------------------------

         31.1     Certification  pursuant to Rule  13a-14(a)  of the  Securities
                  Exchange  Act of  1934,  as  amended  executed  by  the  Chief
                  Executive Officer of the Company.

         31.2     Certification  pursuant to Rule  13a-14(a)  of the  Securities
                  Exchange  Act of  1934,  as  amended  executed  by  the  Chief
                  Financial Officer of the Company.

         32.1     Certification  pursuant to 18 U.S.C.  Section 1350, as adopted
                  pursuant  to  Section  906 of the  Sarbanes-Oxley  Act of 2002
                  executed by the Chief Executive Officer of the Company.

         32.2     Certification  pursuant to 18 U.S.C.  Section 1350, as adopted
                  pursuant  to  Section  906 of the  Sarbanes-Oxley  Act of 2002
                  executed by the Chief Financial Officer of the Company.






                                       19
<PAGE>


                                   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.


                    THEATER XTREME ENTERTAINMENT GROUP, INC.


May 16, 2005                                   By:    /s/ Scott R. Oglum
                                                   -----------------------------
                                                     Scott R. Oglum
                                                     Chairman of the Board and
                                                     Chief Executive Officer

                                               By:    /s/ Dale E. Gravatt
                                                   -----------------------------
                                                     Dale E. Gravatt
                                                     Chief Financial Officer



                                       20