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

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

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

                       (415) 831-1974
----------------------------------------------------------------------
                (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
December 14, 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
                           October 31, 2004
												Page

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

     Item 1. Financial Statements .........................................3-7

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

         Statements of Operations For the Three
         And Six Months Ended October 31, 2004 and 2003 and
         Period from Inception (April 15, 1999)
         Through July 31, 2004  (Unaudited).................................5

         Statement of Changes in Stockholders' Deficit for the
         Period April 15, 1999 (Date of Inception) to
         October 31, 2004 (Unaudited).......................................6

         Statement Of Cash Flows For the Three
         And Six Months Ended October 31, 2004 and 2003 and
         Period from Inception (April 15, 1999)
         Through July 31, 2004 (Unaudited)..................................7

Notes To Financial Statements (Unaudited)..................................8-9

     Item 2. Management's Plan of Operation.................................10

     Item 3. Controls and Procedures........................................11

Part II:   Other Information................................................11

     Item 1. Legal Proceedings..............................................11

     Item 2. Unregistered Sales of Equity Securities and Use of Proceeds....11

     Item 3. Defaults Upon Senior Securities................................11

     Item 4. Submission of Matters to a Vote of Security Holders............11

     Item 5. Other Information..............................................11

     Item 6. Exhibits.......................................................11

Signatures..................................................................12


                                     2
<PAGE>



                                   PART I
                            FINANCIAL INFORMATION


Item 1.  Financial Statements


                                     3
<PAGE>



                      BF ACQUISITION GROUP II, INC.
                      (A DEVELOPMENT STAGE COMPANY)
                             BALANCE SHEETS
                            October 31, 2004

<TABLE>
<CAPTION>

                                                                October 31,    April 30,
                                                                   2004          2004
                                                               -----------    ----------
<S>                                                            <C>            <C>
                           ASSETS
                           ------
Current Assets:
  Cash and cash equivalents                                     $       -      $       -
                                                                ----------     ----------
                                                                        -              -
                                                                ----------     ----------

  Total Assets                                                  $       -      $       -
                                                                ==========     ==========

	LIABILITIES AND STOCKHOLDERS' EQUITY
        ------------------------------------
Current Liabilities
  Accrued expenses                                              $   1,931      $   4,941
  Payables - affiliates                                             7,975              -
  Loans from shareholders                                             300            300
                                                               ----------     ----------
     Total Current Liabilities                                     10,206          5,241
                                                               ----------     ----------

Stockholders' Equity
  Preferred stock, no par value; 5,000,000 shares authorized,
     no shares issued and outstanding                                   -              -
  Common stock, $.001 par value; 50,000,000 shares authorized,
     825,000 shares issued and outstanding                            825            825
  Additional paid-in capital                                        5,116          5,116
  Deficit accumulated during the development stage                (16,147)       (11,182)
                                                                ----------     ----------
                                                                  (10,206)        (5,241)
                                                                ----------     ----------

     Total Liabilities and Stockholders' Equity                 $       -      $       -
                                                                ==========     ==========


</TABLE>


                                     4
<PAGE>



                   BF ACQUISITION GROUP II, INC.
                   (A DEVELOPMENT STAGE COMPANY)
                     STATEMENTS OF OPERATIONS
       FOR THE THREE AND SIX MONTHS ENDED OCTOBER 31, 2004 AND 2003
   AND THE PERIOD APRIL 15, 1999 (DATE OF INCEPTION TO OCTOBER 31, 2004
                         (UNAUDITED)

<TABLE>
<CAPTION>


                                                    Three Months    Three Months    Six Months      Six Months
                                    Cumulative        Ended           Ended           Ended           Ended
                                     Since          October 31,     October 31,     October 31,     October 31,
                                    Inception          2004            2003            2004            2003
                                    ----------      ----------      ----------      ----------      ----------
<S>                                 <C>             <C>             <C>             <C>             <C>

REVENUES
  Revenues                          $        -      $        -      $        -      $        -      $        -

COSTS AND EXPENSES
  General and administrative            16,147           2,300             550           4,965           1,100
                                    ----------      ----------      ----------      ----------      ----------
     Total costs and expenses           16,147           2,300             550           4,965           1,100
                                    ----------      ----------      ----------      ----------      ----------
LOSS BEFORE INCOME TAXES               (16,147)         (2,300)           (550)         (4,965)         (1,100)

INCOME TAXES                                 -               -               -               -               -
                                    ----------      ----------      ----------      ----------      ----------
NET LOSS                            $  (16,147)     $   (2,300)     $     (550)     $   (4,965)     $   (1,100)
                                    ==========      ==========      ==========      ==========      ==========

BASIC AND DILUTED WEIGHTED AVERAGE
  COMMON SHARES OUTSTANDING                            825,000         825,000         825,000         825,000
                                                    ==========      ==========      ==========      ==========
BASIC AND DILUTED NET LOSS PER
  COMMON SHARE                                      $    (0.00)     $    (0.00)     $    (0.01)     $    (0.00)
                                                    ==========      ==========      ==========      ==========
</TABLE>



                                     5
<PAGE>



                     BF ACQUISITION GROUP II, INC.
                    (A DEVELOPMENT STAGE COMPANY)
               STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIT
   FOR THE PERIOD APRIL 15, 1999 (DATE OF INCEPTION) TO OCTOBER 31, 2004
                               (UNAUDITED)


<TABLE>
<CAPTION>

                                                                          Deficit
                                                                         Accumulated
                                              Common Stock  Additional   during the
                                        Number of             Paid-In   Development
                                        Shares       Amount   Capital      Stage        Total
                                       ---------  ---------  ---------  ---------    -----------
<S>                                    <C>        <C>        <C>        <C>          <C>

Issuance of initial 510,000 shares
  on April 15, 1999                     510,000   $    510   $    490   $      -     $    1,000
Issuance of shares of common stock
  in exchange for services              190,000        190        182                       372
Net loss                                                                    (372)          (372)
                                      ---------  ---------  ---------  ---------    -----------

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

Issuance of shares of common stock       60,000         60      2,940                     3,000
Issuance of shares of common stock
  in exchange 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

Issuance of shares of common stock       30,000         30      1,470                     1,500
Net loss                                                                  (3,547)        (3,547)
                                      ---------  ---------  ---------  ---------    -----------

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

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

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

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

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

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

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

Net loss for the six months ended
  October 31, 2004                                                        (4,965)        (4,965)
                                      ---------  ---------  ---------  ---------    -----------

Balance, October 31, 2004               825,000   $    825   $  5,116   $(16,147)    $  (10,206)
                                      =========  =========  =========  =========     ==========

</TABLE>


                                     6
<PAGE>



                     BF ACQUISITION GROUP II, INC.
                     (A DEVELOPMENT STAGE COMPANY)
                        STATEMENT OF CASH FLOWS
         FOR THE SIX MONTHS ENDED OCTOBER 31, 2004 AND 2003
   AND THE PERIOD APRIL 15, 1999 (DATE OF INCEPTION) TO OCTOBER 31, 2004
                             (UNAUDITED)

<TABLE>
<CAPTION>

                                                                        Six Months        Six Months
                                                        Cumulative          Ended             Ended
                                                          Since         October 31,        October 31,
                                                         Inception         2004              2003
                                                       -----------      -----------        -----------
<S>                                                    <C>              <C>                <C>

Cash Flows From Operating Activities
  Net Income                                           $   (16,147)     $    (4,965)       $  (1,100)
  Adjustments to reconcile net loss to net cash flows
    used by operating activities
        Stock issued in exchange for services                  441                -                -
           Net changes in:
              Accrued expenses                               1,931           (3,010)           1,100
              Advances due to affiliates                     7,975            7,975                -
                                                       -----------      -----------        -----------
Net cash used by operating activities                       (5,800)               -                -
                                                       -----------      -----------        -----------
Cash Flows From Financing Activities
  Proceeds from issuance of common stock                     5,500                -                -
  Loans from related parties                                   300                -                -
                                                       -----------      -----------        -----------
Net cash provided by financing activities                    5,800                -                -
                                                       -----------      -----------        -----------

Net Increase in Cash                                             -                -                -

Cash, Beginning of Period                                        -                -                -
                                                       -----------      -----------        -----------
Cash, End of Period                                    $         -      $         -        $       -
                                                       ===========      ===========        ===========


</TABLE>

                                     7
<PAGE>




                      BF ACQUISITION GROUP II, INC.
                     NOTES TO FINANCIAL STATEMENTS
                             (UNAUDITED)

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization

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

Basis of Presentations

  The accompanying unaudited condensed financial statements have been
prepared by BF Acquisition Group II, Inc. (the Company). These statements
include all adjustments (consisting only of normal recurring adjustments)
which management believes necessary for a fair presentation of the
statements and have been prepared on a consistent basis using the accounting
policies described in the summary of Accounting Policies included in the
Company's April 30, 2004 Annual Report on Form 10-KSB. Certain financial
information and footnote disclosures normally included in the financial
statements prepared in accordance with U.S. generally accepted accounting
principles have been condensed or omitted pursuant to such rules and
regulations, although the Company believes that the accompanying
disclosures are adequate to make the information presented not misleading.
The Notes to Financial Statements in the April 30, 2004 Annual Report on
Form 10-KSB should be read in conjunction with the accompanying interim
financial statements. Operating results for the six months ended
October 31, 2004 are not necessarily indicative of the results
that may be expected for the year ending April 30, 2005.

Use of Estimates

  The preparation of financial statements in conformity with U.S. 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.

Reclassifications

  Certain reclassifications have been made to the prior period financial
statements to conform to the presentation in the current period's financial
statements.


NOTE 2 - REALIZATION OF ASSETS

   The accompanying financial statements have been prepared assuming that
the Company will continue as a going concern. The Company has incurred
losses from activities during the development stage. This condition
raises substantial doubt about the Company's ability to continue as a
going concern. The financial statements do not include any adjustments
that might result from the outcome of this uncertainty.


                                     8
<PAGE>




                       BF ACQUISITION GROUP II, INC.
                      NOTES TO FINANCIAL STATEMENTS
                                (UNAUDITED)



NOTE 3 - PAYABLE TO AFFILIATES

  BF Acquisition Group IV, Inc., related to the Company by common
shareholders and management personnel, had provided cash advances
for operating expenses of the Company. Currently, such loans are
unsecured and without specified redemption date.




                                     9
<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 independent
auditors have indicated, in their audit opinion for the year ended
April 30, 2004 and April 30, 2003, that certain factors raise substantial
doubt about our ability to continue as a going concern and these continuing
factors are discussed in note 2 to our accompanying October 31, 2004 interim
financial statements.


                                     10
<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 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 officers and financial
officers 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 could significantly affect internal controls
subsequent to the date of the above-described evaluation period.


                                 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

Item 5.  Other Information

         Not Applicable

Item 6.  Exhibits

Exhibit No.     Description of Exhibit             Sequential Page No.

(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.



                                     11
<PAGE>


(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.




                               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: December 14, 2004

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

Dated: December 14, 2004


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

Dated: December 14, 2004





<PAGE>