**U.S.
      SECURITIES AND EXCHANGE COMMISSION**


**Washington,
      D.C. 20549**





**FORM
      10-Q**





x QUARTERLY REPORT PURSUANT SECTION 13 OR 15(d) OF THE


SECURITIES
      EXCHANGE ACT OF 1934





For
      the
      quarterly period ended March 31, 2008





o TRANSITION REPORT PURSUANT SECTION 13 OR 15(d) OF THE


SECURITIES
      EXCHANGE ACT OF 1934





For
      the
      transition period from __________ to __________





Commission
      file number 000-52644





**SFH
      II ACQUISITION CORP.**


(Exact
      name of small business issuer as specified in its charter)





Delaware
            
            20-5941622(State
                or other jurisdiction of
            
            (I.R.S.
                employerincorporation
                or organization)
            
            Identification
                number)





3363
                NE 163 Street, Suite 705North
                Miami Beach, FL
            
            33160(Address
                of principal executive offices)
            
            (Zip
                Code)




Issuer's
      telephone number, including area code: (786) 923-0507





No
      Change


(Former
      name, former address and former


fiscal
      year, if changed since last report)





Indicate
      by check mark 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 registrant was required
      to file such reports), and (2) has been subject to such filing requirements
      for
      the past 90 days. x Yes o No





Indicate
      by check mark whether the registrant is a large accelerated filer, an
      accelerated filer, or a non-accelerated file. See definition of accelerated
      filer and large accelerated filer in Rule 12b-2 of the Exchange Act. (Check
      one):





Large
                accelerated filero
            
            Accelerated
                fileroNon-accelerated
                filero(Do
                not check if a smaller reporting company)
            
            Smaller
                reporting companyx





Indicate
      by check mark whether the registrant is a shell company (as defined in Rule
      12b-2 of the Exchange Act). x Yes o No





APPLICABLE
      ONLY TO ISSUERS INVOLVED IN BANKRUPTCY


PROCEEDINGS
      DURING THE PRECEDING FIVE YEARS:





Indicate
      by check mark whether the registrant has filed all documents and reports
      required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange
      Act
      of 1934 subsequent to the distribution of securities under a plan confirmed
      by a
      court. o Yes o No





APPLICABLE
      ONLY TO CORPORATE ISSUERS





Indicate
      the number of shares outstanding of each of the issuer’s classes of common
      stock, as of the latest practicable date: 5,000,000 shares of Common Stock,
      par
      value $.0001 per share, outstanding as of May 14, 2007.












**SFH
      II ACQUISITION CORP.**





**QUARTERLY
      REPORT ON FORM 10-Q**


**FOR
      FISCAL QUARTER ENDED MARCH 31, 2008**





**-
      INDEX -**


PagePART
                  I - FINANCIAL INFORMATION:Item
                  1.
              
              Financial
                  Statements:
              1Balance
                  Sheets – March 31, 2008 (unaudited) and December 31,
                  2007
              F-1Statement
                  of Operations (unaudited) for the three months ending March 31,
                  2008, for
                  the three months ending March 31, 2007, and for the cumulative
                  period
                  during the development stage from November 20, 2006 (inception)
                  to March
                  31, 2008
              F-2Statement
                  of Cash Flows (unaudited) for the three months ending March 31,
                  2008, for
                  the three months ending March 31, 2007, and for the cumulative
                  period
                  during the development stage from November 20, 2006 (inception)
                  to March
                  31, 2008
              F-3Notes
                  to Unaudited Financial Statements
              F-4Item
                  2.
              
              Management's
                  Discussion and Analysis of Financial Condition and Results of
                  Operations
              2Item
                  3.
              
              Quantitative
                  and Qualitative Disclosures About Market Risk
              3Item
                  4T.
              
              Controls
                  and Procedures
              3PART
                  II - OTHER INFORMATION:Item
                  1.
              
              Legal
                  Proceedings
              4Item
                  1A.
              
              Risk
                  Factors
              4Item
                  2.
              
              Unregistered
                  Sales of Equity Securities and
                  Use of Proceeds
              4Item
                  3.
              
              Defaults
                  Upon Senior
                  Securities
              4Item
                  4.
              
              Submission
                  of Matters to a Vote of Security
                  Holders
              4Item
                  5.
              
              Other
                  Information
              4Item
                  6.
              
              Exhibits
              4Signatures
              
              
              5










**PART
      I - FINANCIAL INFORMATION**





**Item
      1. Financial Statements.**





The
      accompanying financial statements have been prepared in accordance with
      generally accepted accounting principles for interim financial information
      and
      in accordance with the instructions for Form 10-Q. Accordingly, they do not
      include all of the information and footnotes required by generally accepted
      accounting principles for complete financial statements.





In
      the
      opinion of management, the financial statements contain all material
      adjustments, consisting only of normal recurring adjustments necessary to
      present fairly the financial condition, results of operations, and cash flows
      of
      the Company for the interim periods presented.





The
      results for the period ended March 31, 2008 are not necessarily indicative
      of
      the results of operations for the full year. These financial statements and
      related footnotes should be read in conjunction with the financial statements
      and footnotes thereto included in the Company’s Form 10-KSB filed with the
      Securities and Exchange Commission for the period ended December 31,
      2007.




1


**SFH
      II Acquisition Corp.**


**(A
      Development Stage Company)**


**BALANCE
      SHEETS**





March 31, 2008
            
            December 31, 2007(Unaudited)
            
            (1)ASSETSCurrent
                assets:Cash
                and cash equivalents
            
            $
            2,400
            
            $
            3,871Total
                assets
            
            $
            2,400
            
            $
            3,871LIABILITIES
                AND STOCKHOLDERS' DEFICITCurrent
                liabilities:Accounts
                payable and accrued expenses
            
            $
            22,308
            
            $
            18,079Notes
                payable to a stockholder, including accrued interest of $2,223 and
                $1,742
                at March 31, 2008 and December 31, 2007, respectively
            
            
            42,223
            
            
            41,742Total
                current liabilities
            
            
            64,531
            
            
            59,821Stockholders'
                deficitPreferred
                stock; $.0001 par value, 20,000,000 shares authorized, none issued
                and
                outstanding at March 31, 2008 and December 31, 2007,
                respectively
            
            
            -
            
            
            -Common
                stock; $.0001 par value, 100,000,000 shares authorized, 5,000,000
                shares
                issued and outstanding at March 31, 2008 and December 31, 2007,
                respectively
            
            
            500
            
            
            500Accumulated
                deficit
            
            
            (62,631
            )
            
            (56,450
            )Total
                stockholders' deficit
            
            
            (62,131
            )
            
            (55,950
            )Total
                liabilities and stockholders' deficit
            
            $
            2,400
            
            $
            3,871





(1)
      Derived from audited financial statements





See
      accompanying notes to unaudited financial statements





F-1





**SFH
      II Acquisition Corp.**


**(A
      Development Stage Company)**


**STATEMENTS
      OF OPERATIONS**





Three-month periods
            
            From November 20, 2006ended March 31,
            
            (Inception) to March 31,2008
            
            2007
            
            2008(Unaudited)
            
            (Unaudited)
            
            (Unaudited)Operating
                expenses:Selling,
                general, and administrative expenses
            
            $
            5,700
            
            $
            4,061
            
            $
            60,408Other
                expense:Interest
                expense-related party
            
            
            481
            
            
            350
            
            
            2,223Net
                loss
            
            $
            (6,181
            )
            $
            (4,411
            )
            $
            (62,631
            )Basic
                and diluted loss per common share
            
            $
            (0.00
            )
            $
            (0.00
            )Basic
                and diluted weighted average common shares outstanding
            
            
            5,000,000
            
            
            5,000,000





See
      accompanying notes to unaudited financial statements





F-2





**SFH
      II Acquisition Corp.**


**(A
      Development Stage Company)**


**STATEMENTS
      OF CASH FLOWS**





Three-month periods
            
            From November 20, 2006ended March 31,
            
            (Inception) to March 31,2008
            
            2007
            
            2008(Unaudited)
            
            (Unaudited)
            
            (Unaudited)Cash
                flows from operating activities:Net
                loss
            
            $
            (6,181
            )
            $
            (4,411
            )
            $
            (62,631
            )Adjustments
                to reconcile net loss to net cash used in operating
                activities:Changes
                in operating assets and liabilities:Accrued
                interest on notes payable to a stockholder
            
            
            481
            
            
            349
            
            
            2,223Accounts
                payable and accrued expenses
            
            
            4,229
            
            
            (6,400
            )
            
            22,308Net
                cash used in operating activities
            
            
            (1,471
            )
            
            (10,462
            )
            
            (38,100
            )Cash
                flows from financing activities:Proceeds
                from issuance of shares of common stock
            
            
            -
            
            
            -
            
            
            500Proceeds
                from issuance of notes payable to a stockholder
            
            
            -
            
            
            10,000
            
            
            40,000Net
                cash provided by financing activities
            
            
            -
            
            
            10,000
            
            
            40,500Net
                increase (decrease) in cash
            
            
            (1,471
            )
            
            (462
            )
            
            2,400Cash,
                beginning of period
            
            
            3,871
            
            
            1,341
            
            
            -Cash,
                end of period
            
            $
            2,400
            
            $
            879
            
            $
            2,400





See
      accompanying notes to unaudited financial statements





F-3


**SFH
      II ACQUISITION CORP.**


**(A
      Development Stage Company)**


**NOTES
      TO UNAUDITED FINANCIAL STATEMENTS**





**Note
      1 -Organization and Description of Business, Basis of Presentation and Going
      Concern**





**Organization
      and Description of Business**





SFH
      II
      Acquisition Corp. (the “Company”), a development stage company as defined in
      Financial Accounting Standards Board Statement No. 7, was formed in Delaware
      on
      November 20, 2006. The Company’s fiscal year end is December 31.





The
      Company’s primary purpose is to acquire an operating business. The Company has
      not identified an acquisition target yet. In this regard, the Company is a
      “blank check” company, which the SEC defines as “a development stage company”
that has no specific business plan or purpose, or which has indicated that
      its
      business plan is to engage in a merger or acquisition with an unidentified
      company or companies, or other entity or person; and has issued ‘penny stock,’
as defined in Rule 3a 51-1 under the Securities and Exchange Act of 1934. Many
      states have enacted statutes, rules and regulations limiting the sale of
      securities of “blank check” companies in their respective jurisdictions.
      Management does not intend to undertake any efforts to cause a market to develop
      in its securities, either debt or equity, until such time as the Company
      concludes a business combination, to the extent that occurs.





The
      Company was organized as a vehicle to investigate and, if such investigation
      warrants, acquire a target company or business seeking the perceived advantages
      of being a publicly held corporation and, to a lesser extent, that desires
      to
      employ the Company’s funds in its business. The Company’s principal business
      objective for the next 12 months and beyond such time will be to achieve
      long-term growth potential through a combination with a business rather than
      immediate, short-term earnings. The Company will not restrict its potential
      candidate target companies to any specific business, industry or geographical
      location and, thus, may acquire any type of business. The analysis of new
      business opportunities will be undertaken by or under the supervision of the
      officers and directors of the Company.





**Basis
      of Presentation and Going Concern**




The
      Company’s financial statements have been presented on the basis that it is a
      going concern, which contemplates the realization of assets and the satisfaction
      of liabilities in the normal course of business. The Company is in the
      development stage and has not earned any revenues from operations to date.
      These
      conditions raise substantial doubt about its ability to continue as a going
      concern.





The
      Company has not generated revenue since its inception on November 20, 2006
      and
      has incurred net losses of $6,181 for the three-month period ending March 31,
      2008. As a result, its current operations are an inadequate source of cash
      to
      fund future operations. The report of the Company’s independent registered
      public accounting firm in relation to the Company’s financial statements for the
      period ended December 31, 2007 contains an explanatory paragraph regarding
      the
      Company’s ability to continue as a going concern based upon its net losses and
      cash used in operations. The company’s ability to continue as a going concern is
      dependent upon its ability to obtain the necessary financing to meet its
      obligations and repay its liabilities when they become due and to generate
      profitable operations in the future. The Company plans to continue to provide
      for its capital requirements through the sale of equity securities and debt,
      however, it has no firm commitments from any third party to provide this
      financing and it cannot provide any assurance that it will be successful in
      raising working capital as needed. There are no assurances that it will have
      sufficient funds to execute its business plan, pay its obligations as they
      become due or generate positive operating results.




F-4




**SFH
      II ACQUISITION CORP.**


**(A
      Development Stage Company)**


**NOTES
      TO UNAUDITED FINANCIAL STATEMENTS**





**Note
      2 - Summary of Significant Accounting Policies**





**Cash
      and Cash Equivalents**





Cash
      and
      cash equivalents consist primarily of cash in banks. The Company considers
      cash
      equivalents to include all highly liquid investments with original maturities
      of
      three months or less to be cash equivalents.




**Development
      Stage**





The
      Company’s primary purpose for the time being is to acquire an operating
      business. The Company spends most of its time in assessing acquisition
      targets.




**Fair
      Value of Financial Instruments**





The
      carrying value of cash and cash equivalents, accounts payable and accrued
      expenses, note payable to a stockholder, and advances from a related party
      approximate their fair value due to their short-term maturities.




**Income
      Taxes**





Income
      taxes are accounted for in accordance with SFAS No. 109, Accounting for Income
      Taxes. SFAS No. 109 requires the recognition of deferred tax assets and
      liabilities to reflect the future tax consequences of events that have been
      recognized in the Company’s financial statements or tax returns. Measurement of
      the deferred items is based on enacted tax laws. In the event the future
      consequences of differences between financial reporting bases and tax bases
      of
      the Company’s assets and liabilities result in a deferred tax asset, SFAS No.
      109 requires an evaluation of the probability of being able to realize the
      future benefits indicated by such assets. A valuation allowance related to
      a
      deferred tax asset is recorded when it is more likely than not that some or
      the
      entire deferred tax asset will not be realized.





For
      federal income tax purposes, substantially all expenses must be deferred until
      the Company commences business and then they may be written off over a 60-month
      period. These expenses will not be deducted for tax purposes and will represent
      a deferred tax asset. The Company will provide a valuation allowance in the
      full
      amount of the deferred tax asset since there is no assurance of future taxable
      income. Tax deductible losses can be carried forward under current applicable
      law for 20 years until utilized.




F-5




**SFH
      II ACQUISITION CORP.**


**(A
      Development Stage Company)**


**NOTES
      TO UNAUDITED FINANCIAL STATEMENTS**





**Note
      2 - Summary of Significant Accounting Policies- Continued**





**Use
      of Estimates**




The
      preparation of financial statements in accordance with accounting principles
      generally accepted in the United
      States 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 periods. Significant estimates made by management include,
      but are not limited to, the realization of receivables. Actual results may
      differ from these estimates and assumptions.





**Basic
      and Diluted Earnings per Common Share**





Basic
      earnings per common share are calculated by dividing income available to
      stockholders by the weighted-average number of common shares outstanding during
      each period. Diluted earnings per share are computed using the weighted average
      number of common shares outstanding plus the dilutive effects of outstanding
      options and warrants to acquire common shares during the period. In loss
      periods, dilutive common equivalent shares are excluded because the effect
      would
      be anti-dilutive. The Company had not issued any dilutive common share
      equivalents at March 31, 2008.





**Recently
      Issued Accounting Pronouncements**





In
      March
      2008, the FASB issued Statement of Financial Accounting Standards (“SFAS”)
      No. 161, *Disclosures
      about Derivative Instruments and Hedging Activities, an amendment of FASB
      Statement No. 133,* which
      requires additional disclosures about the objectives of the derivative
      instruments and hedging activities, the method of accounting for such
      instruments under SFAS No. 133 and its related interpretations, and a
      tabular disclosure of the effects of such instruments and related hedged items
      on our financial position, financial performance, and cash flows. SFAS
      No. 161 is effective for the Company beginning January 1, 2009.
      Management believes that, for the foreseeable future, this Statement will have
      no impact on the financial statements of the Company once adopted.





In
      December 2007, the FASB issued SFAS No. 141R, *Business
      Combinations* ,
      which
      replaces SFAS No. 141. The statement retains the purchase method of
      accounting for acquisitions, but requires a number of changes, including changes
      in the way assets and liabilities are recognized in the purchase accounting.
      It
      also changes the recognition of assets acquired and liabilities assumed arising
      from contingencies, requires the capitalization of in-process research and
      development at fair value, and requires the expensing of acquisition-related
      costs as incurred. SFAS No. 141R is effective for the Company beginning
      January 1, 2009 and will apply prospectively to business combinations completed
      on or after that date. Management believes that, for the foreseeable future,
      this Statement will have no impact on the financial statements of the Company
      once adopted.





F-6





**SFH
      II ACQUISITION CORP.**


**(A
      Development Stage Company)**


**NOTES
      TO UNAUDITED FINANCIAL STATEMENTS**





**Note
      2 - Summary of Significant Accounting Policies- Continued**




In
      December 2007, the FASB issued SFAS No. 160, *Noncontrolling
      Interests in Consolidated Financial Statements, an amendment of ARB
      No. 51,*which
      changes the accounting and reportingfor minority interests. Minority
      interests will be recharacterized as noncontrolling interests and will be
      reported as a component of equity separate from the parent’s equity, and
      purchases or sales of equity interests that do not result in a change in control
      will be accounted for as equity transactions. In addition, net income
      attributable to the noncontrolling interest will be included in consolidated
      net
      income on the face of the income statement and, upon a loss of control, the interest
      sold, as well as any interest retained, will be recorded at fair value with
      any
      gain or loss recognized in earnings. SFAS No. 160 is effective for the
      Company effective January 1, 2009 and will apply prospectively, except for
      the
      presentation and disclosure requirements, which will apply retrospectively. Management
      believes that, for the foreseeable future, this Statement will have no impact
      on
      the financial statements of the Company once adopted.





**Note
      3 - Accounts Payable and Accrued Expenses**




Accounts
      payable and accrued expenses at March 31, 2008 consisted exclusively of accrued
      professional fees.




**Note
      4 - Related Party Transactions**




The
      Company neither owns nor leases any real or personal property. Most office
      services are provided without charge by our president and sole director. Such
      costs are immaterial to the financial statements and accordingly, have not
      been
      reflected therein.





Our
      officers and directors are involved in other business activities and may in
      the
      future become involved in other business pursuits when opportunities present
      themselves. As a result of these other activities, such persons may face a
      conflict in selecting between the Company and their other business interests.
      The Company has not formulated a policy for the resolution of such
      conflicts.




At
      March
      31, 2008, the Company had issued notes payable aggregating $40,000. The note
      bears interest at 4.75% per annum. The notes are payable on or before the first
      day upon which the Company receives proceeds from equity investments aggregating
      at least $250,000. Any overdue principal bears interest at 15% per annum and
      is
      payable on demand. The interest expense associated with the notes payable
      amounted to $481 and $350 during the three-month period ended March 31, 2008
      and
      2007, respectively.




During
      the three-month period ended March 31, 2007, the Company issued a note payable
      of $10,000 to a major stockholder, bearing the same terms as those
      outstanding.





**Note
      5 - Stockholders’ Deficit**





**Common
      Stock**





The
      Company is authorized to issue 100,000,000 shares of common stock.




F-7




**SFH
      II ACQUISITION CORP.**


**(A
      Development Stage Company)**


**NOTES
      TO UNAUDITED FINANCIAL STATEMENTS**





**Note
      5 - Stockholders’ Deficit- Continued**





**Preferred
      Stock**





The
      Company is authorized to issue 20,000,000 shares of preferred stock with such
      designations, voting and other rights and preferences as may be determined
      from
      time to time by the Board of Directors.




F-8





**Item
      2. Management’s Discussion and Analysis of Financial Condition and Results of
      Operations.**





*Forward
      Looking Statement Notice*





Certain
      statements made in this Quarterly Report on Form 10-Q are “forward-looking
      statements” (within the meaning of the Private Securities Litigation Reform Act
      of 1995) regarding the plans and objectives of management for future operations.
      Such statements involve known and unknown risks, uncertainties and other factors
      that may cause actual results, performance or achievements of SFH II Acquisition
      Corp. (“we”, “us”, “our” or the “Company”) to be materially different from any
      future results, performance or achievements expressed or implied by such
      forward-looking statements. The forward-looking statements included herein
      are
      based on current expectations that involve numerous risks and uncertainties.
      The
      Company's plans and objectives are based, in part, on assumptions involving
      the
      continued expansion of business. Assumptions relating to the foregoing involve
      judgments with respect to, among other things, future economic, competitive
      and
      market conditions and future business decisions, all of which are difficult
      or
      impossible to predict accurately and many of which are beyond the control of
      the
      Company. Although the Company believes its assumptions underlying the
      forward-looking statements are reasonable, any of the assumptions could prove
      inaccurate and, therefore, there can be no assurance the forward-looking
      statements included in this Quarterly Report will prove to be accurate. In
      light
      of the significant uncertainties inherent in the forward-looking statements
      included herein, the inclusion of such information should not be regarded as
      a
      representation by the Company or any other person that the objectives and plans
      of the Company will be achieved.





*Description
      of Business*





The
      Company was incorporated in the State of Delaware on November 20, 2006 and
      maintains its principal executive office at 3363 NE 163 Street, Suite 705,
      North
      Miami Beach, FL 33308. Since inception, the Company has been engaged in
      organizational efforts and obtaining initial financing. The Company was formed
      as a vehicle to pursue a business combination through the acquisition of, or
      merger with, an operating business. The Company filed a registration statement
      on Form 10-SB with the U.S. Securities and Exchange Commission (the “SEC”) on
      May 11, 2007, and since its effectiveness, the Company has focused its efforts
      to identify a possible business combination.





The
      Company, based on proposed business activities, is a “blank check” company. The
      SEC defines those companies as “any development stage company that is issuing a
      penny stock, within the meaning of Section 3(a)(51) of the Securities Exchange
      Act of 1934, as amended (the “Exchange Act”), and that has no specific business
      plan or purpose, or has indicated that its business plan is to merge with an
      unidentified company or companies.” Many states have enacted statutes, rules and
      regulations limiting the sale of securities of “blank check” companies in their
      respective jurisdictions. The Company is also a “shell company,” defined in Rule
      12b-2 under the Exchange Act as a company with no or nominal assets (other
      than
      cash) and no or nominal operations. Management does not intend to undertake
      any
      efforts to cause a market to develop in our securities, either debt or equity,
      until we have successfully concluded a business combination. The Company intends
      to comply with the periodic reporting requirements of the Exchange Act for
      so
      long as we are subject to those requirements.





The
      Company was organized as a vehicle to investigate and, if such investigation
      warrants, acquire a target company or business seeking the perceived advantages
      of being a publicly-held corporation. The Company’s principal business objective
      for the next 12 months and beyond such time will be to achieve long-term growth
      potential through a combination with an operating business. The Company will
      not
      restrict its potential candidate target companies to any specific business,
      industry or geographical location and, thus, may acquire any type of
      business.





*Liquidity
      and Capital Resources*





As
      of
      March 31, 2008, the Company had assets equal to $2,400 consisting exclusively
      of
      cash.  The Company’s current liabilities as of March 31, 2008 totaled
      $64,531, comprised exclusively of monies due to stockholders. The Company can
      provide no assurance that it can continue to satisfy its cash requirements
      for
      at least the next twelve months.




The
      following is a summary of the Company's cash flows provided by (used in)
      operating, investing, and financing activities:





Cumulative Period FromThree months Ended
            
            November
                20, 2006
              (Inception) toMarch 31, 2008
            
            March 31, 2008Net
                cash (used) in operating activities
            
            $
            (1,471
            )
            $
            (38,100
            )Net
                cash (used) in investing activities
            
            $
            0
            
            $
            0Net
                cash provided by financing activities
            
            $
            0
            
            $
            40,500Net
                increase (decrease) in cash and cash equivalents
            
            $
            (1,471
            )
            $
            2,400




2




The
      Company has nominal assets and has generated no revenues since inception. The
      Company is also dependent upon the receipt of capital investment or other
      financing to fund its ongoing operations and to execute its business plan of
      seeking a combination with a private operating company. In addition, the Company
      is dependent upon certain related parties to provide continued funding and
      capital resources. If continued funding and capital resources are unavailable
      at
      reasonable terms, the Company may not be able to implement its plan of
      operations.





*Results
      of Operations*





The
      Company has not conducted any active operations since inception, except for
      its
      efforts to locate suitable acquisition candidates.  No revenue has been
      generated by the Company for the period from November 20, 2006 (inception)
      to
      March 31, 2008. It is unlikely the Company will have any revenues unless and
      until it is able to effect an acquisition, or merger with an operating company,
      an event in relation to which there can be no assurance. It is management's
      assertion that these circumstances may hinder the Company's ability to continue
      as a going concern.  The Company’s plan of operation for the next twelve
      months shall be to continue its efforts to locate suitable acquisition
      candidates.





For
      the
      three months ending March 31, 2008, the Company had a net loss of $(6,181)
      as a
      result of legal, accounting, audit and other professional service fees incurred
      in relation to the filing of the Company’s Annual Report on Form 10-KSB for the
      fiscal year ended December 31, 2007.





For
      the
      period from November 20, 2006 (Inception) to March 31, 2008, the Company had
      a
      net loss of $(62,631) comprised exclusively of legal, accounting, audit and
      other professional service fees incurred in relation to organizational matters,
      the filing of the Company’s Registration Statement on Form 10-SB in May of 2007
      and the filing of the Company’s periodic reports under the Exchange
      ACt.





*Off-Balance
      Sheet Arrangements*





The
      Company does not have any off-balance sheet arrangements that have or are
      reasonably likely to have a current or future effect on the Company’s financial
      condition, changes in financial condition, revenues or expenses, results of
      operations, liquidity, capital expenditures or capital resources that is
      material to investors. ****





*Contractual
      Obligations*





As
      a
“smaller reporting company” as defined by Item 10 of Regulation S-K, the Company
      is not required to provide this information.




**Item
      3. Quantitative and Qualitative Disclosures About Market
      Risk.**





As
      a
“smaller reporting company” as defined by Item 10 of Regulation S-K, the Company
      is not required to provide information required by this Item.




**Item
      4T. Controls and Procedures.**





*Evaluation
      of Disclosure Controls and Procedures*





We
      maintain disclosure controls and procedures that are designed to ensure that
      information required to be disclosed in our reports filed pursuant to the
      Exchange Act is recorded, processed, summarized and reported within the time
      periods specified in the SEC’s rules, regulations and related forms, and that
      such information is accumulated and communicated to our principal executive
      officer and principal financial officer, as appropriate, to allow timely
      decisions regarding required disclosure.





As
      of
      March 31, 2008, we carried out an evaluation, under the supervision and with
      the
      participation of our principal executive officer and our principal financial
      officer of the effectiveness of the design and operation of our disclosure
      controls and procedures. Based on this evaluation, our principal executive
      officer and our principal financial officer concluded that our disclosure
      controls and procedures were effective as of the end of the period covered
      by
      this report.





*Changes
      in Internal Controls*





There
      have been no changes in our internal controls over financial reporting during
      the quarter ended March 31, 2008 that have materially affected or are reasonably
      likely to materially affect our internal controls.





3


**PART
      II — OTHER INFORMATION**





**Item
      1. Legal Proceedings.**





To
      the
      best knowledge of the officers and directors, the Company is not a party to
      any
      legal proceeding or litigation.





**Item
      1A. Risk Factors.**





As
      a
“smaller reporting company” as defined by Item 10 of Regulation S-K, the Company
      is not required to provide information required by this Item.





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





None.





**Item
      3. Defaults Upon Senior Securities.**





None.





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





None.





**Item
      5. Other Information.**





None.





**Item
      6. Exhibits.**





Exhibits
      required by Item 601 of Regulation S-K.





Exhibit
                No.
            
            Description*3.1
            
            Certificate
                of Incorporation, as filed with the Delaware Secretary of State on
                November 20, 2006.*3.2
            
            By-Laws.31.1
            
            Certification
                of the Company’s Principal Executive Officer pursuant to Section 302 of
                the Sarbanes-Oxley Act of 2002, with respect to the registrant’s Quarterly
                Report on Form 10-Q for the quarter ended March 31,
                2008.31.2
            
            Certification
                of the Company’s Principal Financial Officer pursuant to Section 302 of
                the Sarbanes-Oxley Act of 2002, with respect to the registrant’s Quarterly
                Report on Form 10-Q for the quarter ended March 31,
                2008.32.1
            
            Certification
                of the Company’s Principal Executive Officer pursuant to 18 U.S.C. Section
                1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act
                of
                2002.32.2
            
            Certification
                of the Company’s Principal Financial Officer pursuant to 18 U.S.C. Section
                1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act
                of
                2002.





*
            Filed
                as an exhibit to the Company's Registration Statement on Form 10-SB,
                as
                filed with the Securities and Exchange Commission on May 11, 2007,
                and
                incorporated herein by this
                reference.




4




**SIGNATURES**





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




Dated:
                May 14, 2008
            SFH
                II ACQUISITION CORP.By:
            /s/
                Armen KarapetyanArmen
                Karapetyan
              President,
                Chief Executive Officer,
              Chief
                Financial Officer, and Director





5