UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549



FORM 10-Q



[X] Quarterly Report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934



For the period ended: June
30, 2011.



[ ] Transition Report pursuant to 13 or 15(d) of the Securities
Exchange Act of 1934



For the transition period from         to



Commission File Number:  000-54255



USChina Venture II, Inc.

__________________________________________________

(Exact name of Small Business Issuer as specified
in its charter)





Nevada 
             6770          
        27-4614722

(State of             (Primary
Standard       (IRS Employer

Incorporation
)         Classification Code) ID
No.)





Issuer's telephone number, including area code:

203-844-0809



Indicated by check whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such
shorter period that the issuer was required to file such reports), and (2) has been subject to such filing requirements for the
past 90 days.

Yes  [x]   No  [  ]



Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated
filer"," accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
(Check one):

|-1-
|---



|
|

Large accelerated filer [ ]      Accelerated
filer [ ]



accelerated filer [ ](Do not     Small
reporting

check if smaller reporting         company
[x]

company)



Indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Exchange Act).

Yes  [X]   No  [  ]



State the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date: 25,000,000 shares of common stock with par value of $0.0001 per share
outstanding as of July 7, 2011.













|-2-
|---



|
|





TABLE OF CONTENTS

TO
QUARTERLY REPORT ON FORM 10-Q

FOR QUARTER ENDED JUNE 30, 2011



Part
I – FINANCIAL INFORMATION

Page

Item 1. Financial Statements

Balance
Sheets  ------------------------------- 4

Statement
Of Operation ------------------------ 5

Statement Of Shareholders Equity---------------
6

Statement of Cash Flows------------------------
7

Notes
to Consolidated Financial Statement-----  8

Item 2. Management's Discussion And Analysis Of Financial

Condition And
Results Of Operation  --------------12

Item 3  Quantitative And Qualitative Disclosure About

Market Risk ----------------------------------------
17

Item 4T. Controls and Procedures  -----------------------
18



PART
II - OTHER INFORMATION



Item 1. Legal Proceedings  ------------------------------
18

Item 2. Unregistered Sale of Equity Securities and

Use of Proceeds-------------------------------------
18

Item 3. Defaults Upon Senior Securities------------------ 18

Item 4. Submission of Matters to a Vote of Security

Holders--------------------------------------------- 18

Item 5. Other Information  ------------------------------ 18

Item 6. Exhibits ---------------------------------------- 18



|-3-
|---



|
|



Part I – FINANCIAL INFORMATION

Item 1. Financial Statements

USChina Venture II Inc

Balance
Sheet

As
of June 30, 2011 and December 31, 2010





|                                           |  |  |                                       |                                           | 6/30/2011                                 |                                     | 12/31/2010                         
|------------------------------------------ |  |  | ------------------------------------- | ----------------------------------------- | ----------------------------------------- | ----------------------------------- | -----------------------------------
|                                           |  |  |                                       |                                           | (Unaudited)                               |                                     | (audited)                          
|Cash and cash equivalent                   |  |  |                                       | $                                       - |                                           | $                                 -
|                                           |  |  |                                       |                                           |                                           |                                     |                                    
|Total Current Asset                        |  |  |                                       | $                                       - |                                           | $                                 -
|                                           |  |  |                                       |                                           |                                           |                                     |                                    
|Investment                                 |  |  |                                       | $                                       - |                                           | $                                 -
|Property                                   |  |  |                                       |                                           | $                                       - |                                     | $                                 -
|Intangible Assets                          |  |  |                                       | $                                       - |                                           | $                                 -
|Total Assets                               |  |  |                                       |                                           | $                                       - |                                     | $                                 -
|                                           |  |  |                                       |                                           |                                           |                                     |                                    
|Liabilities and Shareholders' equity       |  |  |                                       |                                           |                                          
|Current Liabilities:                       |  |  |                                       |                                           |                                           |                                    
|Total Liabilities                          |  |  |                                       | $                                       - |                                           | $                                 -
|                                           |  |  |                                       |                                           |                                           |                                     |                                    
|Commitments And Contingence                |  |  |                                       |                                           |                                          
|Shareholders' Equity                       |  |  |                                       |                                           |                                           |                                    
|Common shares 25,000,000 outstanding       |  |  |                                       |                                          
|with par value $0.0001                     |  |  |                                       | $                               2,500     |                                           | $                          2,500   
|                                           |  |  |                                       |                                           |                                           |                                     |                                    
|Profits (Deficit) accumulated              |  |  | $                             (2,500) |                                           | $                        (2,500)         
|                                           |  |  |                                       |                                           |                                           |                                     |                                    
|Total Shareholders' Equity                 |  |  |                                       | $                                       - |                                           | $                                 -
|                                           |  |  |                                       |                                           |                                           |                                     |                                    
|Total Liabilities and Shareholders' Equity |  |  | $                               2,500 |                                           | $                          2,500         



|-4-
|---



|
|





USChina Venture II Inc

(Unaudited) Statements
of Income (Loss) For

Three Months and Six Months
Ended June 30, 2011 and

From December 28, 2010 (Inception) Through
June 30, 2011



|
|

|                                                              |  |                          |                          | Three Months                 |                              | Six Months                     | From Inception                
|------------------------------------------------------------- |  | ------------------------ | ------------------------ | ---------------------------- | ---------------------------- | ------------------------------ | ------------------------------
|                                                              |  |                          |                          | ended on                     |                              | ended on                       | 12/28/2010 to                 
|                                                              |  |                          |                          | 6/30/2011                    |                              | 6/30/2011                      | 6/30/2011                     
|Revenue                                                       |  |                          |                          | $                      -     |                              | $                          -   | $                            -
|Gross Profits                                                 |  |                          |                          | $                      -     |                              | $                          -   | $             -               
|                                                              |  |                          |                          |                              |                              |                                |                               
|Operating Expenses                                            |  |                          |                          |                              |                              |                                |                               
|Selling expenses                                              |  |                          |                          | $                      -     |                              | $                          -   | $                            -
|General and administrative expenses                           |  | $                      - |                          | $                          - | $                     2,500 
|Total Operating Expenses                                      |  |                          | $                      - |                              | $                          - | $                   (2,500)   
|                                                              |  |                          |                          |                              |                              |                                |                               
|Income (loss) from Operation                                  |  |                          | $                      - |                              | $                          - | $                   (2,500)   
|                                                              |  |                          |                          |                              |                              |                                |                               
|Other income (expenses)                                       |  |                          | $                      - |                              |                              | $                            -
|Interests income (expenses)                                   |  |                          | $          -             |                              | $           -                | $             -               
|Provision for income tax                                      |  |                          | $          -             |                              | $           -                | $             -               
|Net income (loss)                                             |  |                          |                          | $                      -     |                              | $                          -   | $                            -
|                                                              |  |                          |                          |                              |                              |                                |                               
|Earning per share (EPS)                                       |  |                          |                          |                              |                              |                               
|Basic and diluted net earnings per share                      |  |                          |                          |                              |                             
|25,000,000 Shares  O/S respectively                           |  | $                    -   |                          | $                        -   | $                          -
|                                                              |  |                          |                          |                              |                              |                                |                               
|Weighted average number of common shares used to compute EPS: |  |                          |                          |                              |                             
|-Basic/Diluted                                                |  |                          |                          | 25,000,000                   |                              | 25,000,000                     | 25,000,000                    

| |  |  |  |  |  | 
| |  |  |  |  |  | 
| |  |  |  |  |  | 
| |  |  |  |  |  | 





|-5-
|---



|
|

USChina Venture II Inc

Statements of Changes
In Stockholders Equity





|                                 | Common     | Paid-in                              | Accumulated                                  |                                             
|-------------------------------- | ---------- | ------------------------------------ | -------------------------------------------- | --------------------------------------------
|                                 | Shares     | Capital                              | Profits  (Loss)                              | Total                                       
|From Dec,27 to Dec.31, 2010      |            |                                      |                                              |                                             
|Beginning Balance, Shares        |            |                                      |                                              |                                             
|Beginning Balance, Amount        |            |                                      |                                              |                                             
|Issuance of Common Stock, Shares | 25,000,000 |                                      |                                              |                                             
|Issuance of Common Stock, Amount |            | $                          2,500     |                                              | $                          2,500            
|Net Profits (Loss)               |            |                                      | $                                 (2,500)    |                                             
|Ending Balance, Shares           | 25,000,000 |                                      |                                              |                                             
|Ending Balance, Amount           |            | $                          2,500     | $                                 (2,500)    | $                                  -        
|                                 |            |                                      |                                              |                                             
|                                 |            |                                      |                                              |                                             
|From Jan,1 to June 30, 2011      |            |                                      |                                              |                                             
|Beginning Balance, Shares        | 25,000,000 |                                      |                                              |                                             
|Beginning Balance, Amount        |            | $                                  - |                                              | $                                  -        
|Issuance of Common Stock, Shares |            |                                      |                                              |                                             
|Issuance of Common Stock, Amount |            | $                                  - |                                              | $                                  -        
|Net Profits (Loss)               |            |                                      |                                              | $                                          -
|Ending Balance, Shares           | 25,000,000 |                                      |                                              |                                             
|Ending Balance, Amount           |            | $                                  - | $                                          - | $                                  -        





|-6-
|---



|
|

USChina Venture II Inc

Statements
of Cash Flows For

Three Months and
Six Months Ended June 30, 2011 and

From December 28, 2010 (Inception) Through
June 30, 2011

(Unaudited)





|                                          |  |                                  |                                       | From                                  | From Inception                      
|----------------------------------------- |  | -------------------------------- | ------------------------------------- | ------------------------------------- | ------------------------------------
|                                          |  |                                  |                                       | 1/1/2011                              | 12/28/2010   to                     
|                                          |  |                                  |                                       | 6/30/2011                             | 6/30/2011                           
|CASH FLOWS FROM OPERATING ACTIVITIES:     |  |                                  |                                      
|Net income (loss)                         |  |                                  |                                       | $                              -      | $                         (2,500)   
|                                          |  |                                  |                                       | $                             -       | $                                  -
|Net cash provided by operating activities |  | $                              - | $                         (2,500)    
|                                          |  |                                  |                                       |                                       |                                     
|                                          |  |                                  |                                       |                                       |                                     
|CASH FLOWS FROM FINANCING ACTIVITIES:     |  |                                  |                                      
|Private Financing by issued shares        |  | $                              - | $                           2,500    
|Net Cash Provided By Financial Activities |  |                                  | $                              -      | $                           2,500    
|                                          |  |                                  |                                       |                                       |                                     
|Increase (decrease) in cash               |  |                                  |                                      
|Cash, beginning at the period             |  | $                              - | $                                   -
|Cash, end at the period                   |  |                                  | $                              -      | $                                   -
|                                          |  |                                  |                                       |                                       |                                     
|Supplemental Cash Flow Information:       |  |                                  |                                      
|Interests paid:                           |  |                                  | $                           -         | $                           -        











|-7-
|---



|
|





USChina Venture II Inc.

NOTES TO FINANCIAL STATEMENTS

June 30, 2011



1. ORGANIZATIONS AND DESCRIPTION OF BUSINESS



USChina Venture II Inc was incorporated in Nevada on December
28, 2010, under the laws of the State of Nevada, for the purpose to serve as a vehicle to effect an asset acquisition, merger,
and exchange of capital stock or other business combination with a domestic or foreign business.



The Company is in the development stage with minimal operations.



2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES



Basis of Accounting



The accompanying audited financial statements and related notes
have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”)
for annual financial information, and with the rules and regulations of SEC to Form 10-Q and Article 8 of Regulation S-X.



The Company selected its year-end on December 31.



Development Stage Company



The Company is a development stage company as defined by section
915-10-20 of the FASB Accounting Standards Codification.  The Company has recognized no revenue since inception, and is still
devoting substantially all of its efforts on establishing the business and its planned principal operations have not commenced.
All losses accumulated since inception, have been considered as part of the Company’s development stage activities.

Estimates



The preparation of financial statements in conformity with
accounting principles generally accepted in the United States of America (“U.S. GAAP”) requires management to
make estimates and assumptions that affect the reported amounts of assets andthe date of the financial statements and the liabilities and disclosure of contingent assets
and liabilities at

|-8-
|---



|
|

reported amounts
of revenues and expenses during the reporting period. Actual results could differ from those estimates.





Cash Equivalents



The Company considers all highly liquid investments with maturity
of three months or less when purchased to be cash equivalents.



Fair Value of Financial Instruments



The Company follows paragraph 825-10-50-10 of the FASB Accounting
Standards Codification for disclosures about fair value of its financial instruments and paragraph 820-10-35-37 of the FASB Accounting
Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. Paragraph
820-10-35-37 establishes a framework for measuring fair value in accounting principles generally accepted in the United States
of America (U.S. GAAP), and expands disclosures about fair value measurements. To increase consistency and comparability in fair
value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs
to valuation techniques used to measure fair value into three broad levels. The fair value hierarchy gives the highest priority
to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs.
The three levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below:



·Level 1 Quoted market prices available in active markets for
identical assets or liabilities as of the reporting date.



·Level 2 Pricing inputs other than quoted prices in active markets
included in Level 1, which are either directly or indirectly observable as of the reporting date.



·Level 3 Pricing inputs that are generally unobservable inputs
and not corroborated by market data.



The Company does not have any assets or liabilities measured at
fair value on a recurring or a non-recurring basis, consequently, the Company did not have any fair value adjustments

|-9-
|---



|
|

for financial
assets and liabilities measured at fair value at March 31, 2011, nor gains or losses are reported in the statement of operations
that are attributable to the change in unrealized gains or losses relating to those assets and liabilities still held at the reporting
date for the period from December 28, 2010 (inception) through June 30, 2011.



Revenue Recognition



The Company will apply paragraph 605-10-S99-1 of the FASB Accounting
Standards Codification for revenue recognition.  The Company will recognize revenue when it is realized or realizable and
earned.  The Company will consider revenue realized or realizable and earned when all of the following criteria are met: (i)
persuasive evidence of an arrangement exists, (ii) the product has been shipped or the services have been rendered to the customer,
(iii) the sales price is fixed or determinable, and (iv) collectability is reasonably assured.



Income Taxes



The Company will account for income taxes under Section 740-10-30
of the FASB Accounting Standards Codification.  Deferred income tax assets and liabilities are determined based upon differences
between the financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that
will be in effect when the differences are expected to reverse.  Deferred tax assets are reduced by a valuation allowance
to the extent management concludes it is more likely than not that the assets will not be realized.  Deferred tax assets and
liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences
are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized
in the statements of operations in the period that includes the enactment date.



The Company adopted section 740-10-25 of the FASB Accounting Standards
Codification (“Section 740-10-25”). Section 740-10-25 addresses the determination of whether tax benefits claimed or
expected to be claimed on a tax return should be recorded in the financial statements.  Under Section 740-10-25, the Company
may recognize the tax benefit from an uncertain tax position only if it

|-10-
|----



|
|

is more likely than not that the tax position will be sustained
on examination by the taxing authorities, based on the technical merits of the position.  The tax benefits recognized in the
financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent
(50%) likelihood of being realized upon ultimate settlement.  Section 740-10-25 also provides guidance on de-recognition,
classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures.  The
Company had no material adjustments to its liabilities for unrecognized income tax benefits according to the provisions of Section
740-10-25.



Net Loss Per Common Share



Net loss per common share is computed pursuant to section 260-10-45
of the FASB Accounting Standards Codification. Basic net loss per share is computed by dividing net loss by the weighted average
number of shares of common stock outstanding during the period. Diluted net loss per share is computed by dividing net loss by
the weighted average number of shares of common stock and potentially outstanding shares of common stock during each period.  There
were no potentially dilutive shares outstanding as of June 30, 2011.



3. GOING CONCERN



The accompanying financial statements are presented on a going
concern basis. The Company had minimal operations during the period from December 28, 2010 (date of inception) to June 30, 2011
and generated no revenues with operation loss of $2,500 or $(0) per share, and the Company's current asset of $0 is not sufficient
to cover the operating expenses for the next twelve months.



The Company has not established any source of revenue to cover
its future operating costs. The Company will engage in very limited activities without incurring any liabilities that must be satisfied
in cash until a source of funding is secured. The Company will offer non-cash consideration and seek equity lines as a means of
financing its operations. If the Company is unable to obtain revenue producing contracts or financing or if the revenue or financing
it does obtain is insufficient to cover any operating losses it may incur, it may substantially curtail or

|-11-
|----



|
|

terminate its operations or seek other business
opportunities through strategic alliances, acquisitions or other arrangements that may dilute the interests of existing
stockholders



4. STOCK TRANSACTIONS



None



5. STOCKHOLDERS' EQUITY



The stockholders' equity section of the Company contains the following
classes of capital stock as of June 30, 2011:



Common stock, $0.0001 par value; 75,000,000 shares authorized;
25,000,000 shares issued and outstanding.



6. INCOME TAXES



As
of June 30, 2011



Deferred tax assets:

Net operating taxes carry forwards
     $   2,500

Other  
                                   
0

Valuation allowance                        (2,500)

Net deferred tax assets                 $
    0



Realization of deferred tax assets is dependent upon sufficient
future taxable income during the period that deductible temporary differences and carry-forwards are expected to be available to
reduce taxable income. As the achievement of required future taxable income is uncertain, the Company recorded a valuation allowance.



7. NET OPERATING LOSSES



As of June 30, 2011, the Company has a net operating loss carryforward
of $ 2,500, including $0 generated in this quarter. Net operating loss carryforward expires twenty years from the date the loss
was incurred.



Item 2. Management's Discussion And Analysis Of Financial Condition
And Results Of Operation



FORWARD-LOOKING STATEMENTS:

|-12-
|----



|
|



This Form 10-Q includes "forward-looking statements"
within the meaning of Section 21E of the Exchange Act. These forward-looking statements are based on our current goals, plans,
expectations, assumptions, estimates and predictions about the Company. When used in this Form 10-Q, the words "plan",
"believes," "continues," "expects," "anticipates," "estimates," "intends",
"should," "would," "could," or "may," and similar expressions are intended to identify
forward looking statements. Such forward-looking statements involve known and unknown risks, uncertainties and other factors that
may cause the actual results, events or growths to be materially different from any future results, events or growths expressed
or implied by such forward-looking statements. Important factors that could cause actual results to differ materially from our
expectations include, but are not limited to, Chinese government policy or rule changes, market conditions, competition and the
ability to successfully complete financing.



Plan of Operation:



USChina Venture II. (the "Company") was organized on
December 28, 2010, as a blank check or shell company under the Laws of the State of Delaware. The Company does not currently engage
in any business activities that provide cash flow. From inception, the primary activity of the Company has been directed towards
organizational efforts, compliance matters and locating potential merger or acquisition candidates.



The Company has registered its Common Stock on a Form 10 registration
statement filed pursuant to the Securities Exchange Act of 1934 (the Exchange Act) and Rule 12(g) thereof. The Company files with
the U.S. Securities and Exchange Commission periodic reports under Rule 13(a) of the Exchange Act, including quarterly reports
on Form 10-Q and annual reports on Form 10-K.



The Company was formed to engage in a merger with or acquisition
of an unidentified private company, which desires to become a reporting (public) company whose securities are qualified for trading
in the United States secondary market. The Company meets the definition of a blank check company contained in Section 7(b)(3) of
the Securities Act of 1933, as amended.

|-13-
|----



|
|





The Company believes that there are perceived benefits to being
a reporting company with a class of publicly-traded securities which may be attractive to foreign and domestic private companies.



These benefits are commonly thought to include:



1. the ability to use registered shares to make acquisition of
assets or businesses;



2. increased visibility in the financial community;



3. the facilitation of borrowing from financial institutions;



4. improved trading efficiency;



5. shareholder liquidity;



6. greater ease in subsequently raising capital;



7. compensation of key employees through options for stock for
which there is a public market;



8. enhanced corporate image; and,



9. a presence in the United States capital market.



A private company, which may be interested in a business combination
with the Company, may include the following:



1. a company for which a primary purpose of becoming public is
the use of its securities for the acquisition of assets or businesses;



2. a company which is unable to find an underwriter of its securities
or is unable to find an underwriter of securities on terms acceptable to it;



3. a company which wishes to become public with less dilution
of its Common Stock than would occur normally upon an underwriting;



4. a company which believes that it will be able to obtain investment
capital on more favorable terms after it has become public;

|-14-
|----



|
|





5. a foreign company which may wish an initial entry into the
United States securities market;



6. a special situation company, such as a company seeking a public
market to satisfy redemption requirements under a qualified Employee Stock Option Plan; and,



7. a company seeking one or more of the other benefits believed
to attach to a public company.



The Company is authorized to enter into a definitive agreement
with a wide variety of private businesses without limitation as to their industry or revenues. It is not possible at this time
to predict with which private company, if any, the Company will enter into a definitive agreement or what will be the industry,
operating history, revenues, future prospects or other characteristics of that company. As of the date hereof, management of the
Company has not made any final decision for a business combination with any private corporations, partnerships or sole proprietorships.
When any such agreement is reached or other material fact occurs, the Company will file notice of such agreement or fact with the
U.S. Securities and Exchange Commission on Form 8-K. Persons reading this Form 10-Q are advised to see if the Company has subsequently
filed a Form 8-K.



There is presently no trading market for the Company's common
stock and no market may ever exist for the Company's common stock. The Company plans to apply for a corporate CUSIP # for its common
stock and to assist broker-dealers in complying with Rule 15c2-11 of the Securities Exchange Act of 1934, as amended, so that such
brokers could quote the Company's common stock in the Over-The-Counter Electronic Bulletin Board (the "OTC Bulletin Board"
or “OTCBB”) after the Company is no longer classified as a "blank check" or shell company, as defined by
the U.S. Securities and Exchange Commission. There can be no assurance to investors that any broker-dealer will actually file the
materials required in order for such OTC Bulletin Board quoting to proceed.



The U.S. Securities and Exchange Commission has adopted a
rule (Rule 419) which defines a blank-check company as (i) a development stage company, that is (ii) offering penny stock, as
defined by Rule 3a51-1, and (iii) that has no specific business plan or purpose or has indicated that its business plan is
engage in a merger or acquisition with an unidentified

|-15-
|----



|
|

merger or acquisition with an unidentified company or companies.



BUSINESS COMBINATION



The Company will attempt to locate and negotiate with a business
entity for the combination of that target company with the Company. The combination will normally take the form of a merger, stock-for-stock
exchange or stock-for-assets exchange (the "business combination"). In most instances the target company will wish to
structure the business combination to be within the definition of a tax-free reorganization under Section 351 or Section 368 of
the Internal Revenue Code of 1986, as amended. No assurances can be given that the Company will be successful in locating or negotiating
with any target business. The Company has not restricted its search for any specific kind of businesses, and it may acquire a business,
which is in its preliminary or development stage, which is already in operation, or in essentially any stage of its business life.
It is impossible to predict the status of any business in which the Company may become engaged, in that such business may need
to seek additional capital, may desire to have its shares publicly traded, or may seek other perceived advantages which the Company
may offer.



In implementing a structure for a particular business acquisition,
the Company may become a party to a merger, consolidation, reorganization, joint venture, or licensing agreement with another corporation
or entity.



It is anticipated that any securities issued in any such business
combination would be issued in reliance upon exemption from registration under applicable federal and state securities laws. In
some circumstances, however, as a negotiated element of its transaction, the Company may agree to register all or a part of such
securities immediately after the transaction is consummated or at specified times thereafter. If such registration occurs, it will
be undertaken by the surviving entity after the Company has entered into an agreement for a business combination or has consummated
a business combination. The issuance of additional securities and their potential sale into any trading market which may develop
in the Company's securities may depress the market value of the Company's securities in the future if such a market develops, of
which there is no assurance.

|-16-
|----



|
|





The Company will participate in a business combination only after
the negotiation and execution of appropriate agreements. Negotiations with a target company will likely focus on the percentage
of the Company, which the target company shareholders would acquire in exchange for their shareholdings.



Although the terms of such agreements cannot be predicted, generally
such agreements will require certain representations and warranties of the parties thereto, will specify certain events of default,
will detail the terms of closing and the conditions which must be satisfied by the parties prior to and after such closing and
will include miscellaneous other terms. Any merger or acquisition effected by the Company can be expected to have a significant
dilution effect on the percentage of shares held by the Company's shareholders at such time.



OPERATIONAL RESULTS



The Company has no current operating history and does not have
any revenues or earnings from operations. The Company has no assets or financial resources. We will, in all likelihood, sustain
operating expenses without corresponding revenues, at least until the consummation of a business combination. This may result in
the Company incurring a net operating loss that will increase continuously until the Company can consummate a business combination
with a profitable business opportunity. There is no assurance that we can identify such a business opportunity and consummate such
a business combination.



LIQUIDITY AND CAPITAL RESOURCES



On June 30, 2011, the Company had no cash and no other assets.
We are dependent upon our officers to meet any minimum costs that may occur. Mr. Andrew Chien the sole officer and director of
the Company, has agreed to provide the necessary funds, without interest, for the Company to comply with the Securities Exchange
Act of 1934, as amended; provided that he is still an officer and director of the Company when the obligation is incurred. All
advances are interest-free.



Item 3. Quantitative And Qualitative Disclosure About market Risk

|-17-
|----



|
|





None.



Item 4T. Controls and Procedures



An evaluation was performed under the supervision and with the
participation of our management, including the Company's Chief Executive Officer and Chief Financial Officer, of the effectiveness
of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities and Exchange act of
1934, as amended) as of the end of period covered by this report. Based on that evaluation, the Company's Chief Executive Officer
and Chief Financial Officer concluded that these disclosure controls and procedures were effective. There has been no change in
our internal control over financial reporting during our most recent fiscal quarter that has materially affected, or is reasonably
likely to materially affect, our internal control over financial reporting.



PART
II - OTHER INFORMATION

Item 1. Legal Proceedings



None



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



None.



Item 3. Defaults Upon Senior Securities



None



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



None



Item 5. Other Information



None



Item 6. Exhibits and Reports on Form 8-k

|-18-
|----



|
|





31 - Certification of Chief Executive Officer and Chief Financial
Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.



32 - Certification of Chief Executive Officer and Chief Financial
Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.



Signature



Pursuant to the requirements of the Securities Exchange Act of
1934, Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.



USChina
Venture II Inc



Dated: July 7, 2011        By:
/s/ Andrew Chien

------------------------

Andrew
Chien, CEO, CFO