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, 2001
                                   ----------------

[ ] TRANSITION REPORT UNDER SECTION 13 OR 15 (d) O  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 June 15, 2004, there were approximately 825,000 shares
of common stock, $0.001 par value, issued and outstanding.

     Transitional Small Business Disclosure Format (check one);

                    Yes [ ]            No [X]

<PAGE>

                  BF ACQUISITION GROUP II, INC.

                        Form 10-QSB Index
                        October 31, 2001


                                                               Page

Part I:  Financial Information...............................    2

 Item 1. Financial Statements................................    3
         Balance Sheet as of October 31, 2001 (Unaudited)....    4

         Statement of Operations For the Three
         Months Ended October 31, 2001 and 2000 and
         Six Months Ended October 31, 2001 and 2000
         and Period from Inception (April 15, 1999)
         through October 31, 2001 (Unaudited)................    5

         Statement Of Cash Flows For the Six
         Months Ended October 31, 2001 and 2000 and
         Period from Inception (April 15, 1999)
         through October 31, 2001 (Unaudited)................    6

         Notes To Condensed Financial Statements for the
         Interim Period Ended October 31,  2001
         (Unaudited).........................................    7

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

 Item 3. Controls and Procedures.............................    10

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

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

 Item 2. Changes in Securities...............................    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 and Reports on Form 8-K....................    12

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


<PAGE>

                             PART I
                      FINANCIAL INFORMATION


Item 1.  Financial Statements



































                                  2

<PAGE>


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


                                                          October 31,
                                                              2001
                                                          -----------
                       ASSETS

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

        Total assets                                      $         -
                                                          ===========

        LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities
  Accrued Expenses                                        $     2,760
                                                          -----------
        Total current liabilities                               2,760
                                                          -----------

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             (8,701)
                                                          -----------
         Total stockholders' deficit                           (2,760)
                                                          -----------

         Total liabilities and stockholders' deficit      $         -
                                                          ===========



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




                                  3

<PAGE>

BF ACQUISITION GROUP II, INC.
(A Development Stage Company)
STATEMENTS OF OPERATIONS
(unaudited)
<TABLE>
<CAPTION>
                                                                                                          Period from
                                                                                                           inception
                                              Three months    Three months    Six months   Six months   (April 15, 1999)
                                                ended            ended         ended        ended           through
                                              October 31,     October 31,    October 31,  October 31,     October 31,
                                                 2001            2000           2001          2000             2001
                                              ------------   ------------    -----------  -----------   ---------------
<S>                                           <C>            <C>             <C>          <C>           <C>
Revenues                                      $          -   $          -    $         -  $         -   $             -


General and administrative expenses                    532            677          1,145        1,172             8,701
                                              ------------   ------------    -----------  -----------   ---------------

   Loss before income tax provision                   (532)          (677)        (1,145)      (1,172)           (8,701)

Provision for income taxes                               -              -              -            -                 -
                                              ------------   ------------    -----------  -----------   ---------------
   Net loss                                   $       (532)  $       (677)   $    (1,145) $    (1,172)  $        (8,701)
                                              ============   ============    ===========  ===========

  Basic and diluted loss per common share:

  Basic and diluted loss per common share     $    (0.0006)  $    (0.0009)   $   (0.0014) $   (0.0015)
                                              ============   ============    ===========  ===========

  Weighted average number of common
  shares outstanding                               825,000        795,000        825,000      795,000
                                              ============   ============    ===========  ===========

</TABLE>



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


                                  4

<PAGE>


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

<TABLE>
<CAPTION>

                                                                                                      Period from
                                                             For the            For the          inception
                                                            six months        six months      (April 15, 1999)
                                                              ended             ended             through
                                                        October 31, 2001   October 31, 2000   October 31, 2001
                                                        ----------------   ----------------   ----------------
<S>                                                     <C>                <C>                <C>

Cash flows from operating activities:
  Net loss                                              $         (1,145)  $         (1,172)  $         (8,701)
  Common stock issued for services                                     -                  -                441
  Changes in liabilities:
  Increase in accrued expenses                                     1,100                302              2,760
                                                        ----------------   ----------------   ----------------

     Net cash used in operating activities                           (45)              (870)            (5,500)
                                                        ----------------   ----------------   ----------------

Cash flows from financing activities:
  Sale of common stock                                                 -                  -              5,500
                                                        ----------------   ----------------   ----------------

     Net cash provided by financing activities                         -                  -              5,500
                                                        ----------------   ----------------   ----------------

Net decrease in cash and cash equivalents                            (45)              (870)                 -

Cash and cash equivalents at beginning of period                      45              1,082                  -
                                                        ----------------   ----------------   ----------------

Cash and cash equivalents at end of period              $              -   $            212   $              -
                                                        ================   ================   ================
</TABLE>



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











                                  5

<PAGE>

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



1. ORGANIZATION AND BASIS OF PRESENTATION:

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

   The  preparation  of financial statements in  conformity  with
   generally  accepted accounting principles requires  management
   to  make  estimates and assumptions that affect  the  reported
   amounts   of   assets  and  liabilities  and   disclosure   of
   contingent  assets  and  liabilities  at  the  date   of   the
   financial statements and the reported amounts of revenues  and
   expenses  during the reporting period.  Actual  results  could
   differ from those estimates.

   The  information  for the three and six months  ended  October
   31,  2001 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 for the period.

   Certain  information and footnote disclosure normally included
   in  financial statements prepared in accordance with 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 consolidated financial statements
   should  be read in conjunction with the consolidated financial
   statements and notes thereto included in the Company's  Annual
   Report on Form 10-SB (see File Number 000-26849) on file  with
   the Securities and Exchange Commission.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

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

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



                                  6

<PAGE>

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


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

   Cash  and cash equivalents, if any, include all highly  liquid
   debt  instruments  with  an original maturity  date  of  three
   months or less at the date of purchase.

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

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

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

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

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

   The  Company adopted SFAS No. 131, "Disclosure about  Segments
   of  an  Enterprise and Related Information",  effective  April
   30,  1999.   SFAS No. 131 establishes standards  for  the  way
   that   public  companies  report  selected  information  about
   operating segments in annual and interim financial reports  to
   shareholders.   It  also  establishes  standards  for  related
   disclosures   about   an   enterprise's   business   segments,
   products,  services,  geographic areas  and  major  customers.
   The  Company operates its business as a single segment.  As  a
   result, no additional disclosure is required.

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

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


                                  7

<PAGE>

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




3. LOSS PER COMMON SHARE:

   Net  loss  per  common  share outstanding,  as  shown  on  the
   statement  of  operations,  is  determined  by  the   weighted
   average  number  of shares of common stock outstanding  during
   the  period.   Diluted loss per common share calculations  are
   determined  by dividing loss available to common  shareholders
   by  the weighted average number of shares of common stock  and
   dilutive  common  stock  equivalents  outstanding  during  the
   period.



4. CAPITAL STOCK:

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

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

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

   The  Board  of  Directors  of the  Company  is  authorized  to
   provide for the issuance of the preferred stock in classes  or
   series  and,  by filing the appropriate articles of  amendment
   with  the  Secretary  of State of Florida,  is  authorized  to
   establish  the number of shares to be included in  each  class
   or  series  and  the  preferences,  limitations  and  relative
   rights   of  each  class  or  series,  which  may  include   a
   conversion feature into common stock.  This type of  preferred
   stock  is  commonly  referred to  as  "blank  check  preferred
   stock".  As of December 4, 2003, no shares of preferred  stock
   have  been issued and no preferences, limitations and relative
   rights have been assigned.

5. GOING CONCERN

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




                                  8

<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  initiating
activities  to  re-establish our business plan and  re-enter  the
development  stage.  This  has not  yet  occurred  to  date,  and
management  is  devoting most of its efforts to general  business
planning, raising capital, and developing business opportunities.

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

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


Item 3.  Controls and Procedures.

      As  of  the  date this report is filed, an  evaluation  was
performed under the supervision and with the participation of the
Company's  principal executive officer and financial  officer  of


                                  9

<PAGE>


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,  commit
funds  for  legal  and  accounting work and  the  preparation  of
financial statements and audits, and bring the Company out of its
dormant   period,  all  of  which  should  enable  our  Company's
principal  executive officers and financial officers to  maintain
our  Company  as current pursuant to its Exchange  Act  reporting
obligations and provide our Company with an effective design  and
operation of disclosure controls and procedures. We cannot assure
you, however, that our obtaining business partners or acquisition
candidates  will guarantee that we will be able to  maintain  our
Company  as  current  pursuant  to  its  Exchange  Act  reporting
obligations and provide our Company with an effective design  and
operation of disclosure controls and procedures.


                             PART II
                        OTHER INFORMATION

Item 1.  Legal Proceedings

     Not Applicable

Item 2.  Change in Securities

     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


                                 10

<PAGE>

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: June 16, 2004

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

Dated: June 16, 2004

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

Dated: June 16, 2004