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


**Washington,
      D.C. 20549**





**FORM
      10-QSB**





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


SECURITIES
      EXCHANGE ACT OF 1934





For
      the
      quarterly period ended March 31, 2007





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)





17395
                North Bay Road, Suite 102Sunny
                Isles Beach, FL
            
            33160(Address
                of principal executive offices)
            
            (Zip
                Code)




Issuer's
      telephone number, including area code: (786) 629-0334





No
      Change


(Former
      name, former address and former


fiscal
      year, if changed since last report)





Copies
      to:


**M.M.
      Membrado, PLLC**


115
      East
      57 th Street


Suite
      1006


New
      York,
      NY 10022


Attn:
      Michael M. Membrado, Esq.


Tel:
      (646) 486-9772


Fax:
      (646) 486-9771





Check
      whether the issuer (1) filed all reports required to be filed by Section 13
      or
      15(d) of the Exchange Act during the past 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. Yes o No x .





Check
      whether the issuer is a shell company (as defined in Rule 12b-2 of the Exchange
      Act). Yes x No o .





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: 5,000,000 shares of Common Stock, par value
      $.0001 per share, outstanding as of August 13, 2007.





Transitional
      Small Business Disclosure Format (Check one):   YES o NO x







**SFH
      II ACQUISITION CORP.**





**-
      INDEX -**





PagePART
                I - FINANCIAL INFORMATION:Item
                1. Financial Statements:
            1Balance Sheet - March 31, 2007 (unaudited)
            F-1Statement of Operations (unaudited) 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, 2007
            F-2Statement
                of Cash Flows (unaudited) for the three-month period ending March
                31,
                2007, and for the cumulative period during the development stage
                from
                November 20, 2006 (inception) to March 31, 2007
            F-3Notes
                to Unaudited Financial Statements
            F-4Item
                2. Management's Discussion and Analysis or Plan of
                Operation
            2Item
                3. Controls and Procedures
            3PART
                II - OTHER INFORMATION:Item
                1. Legal Proceedings
            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-QSB. 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, 2007 are not necessarily indicative
      of
      the results of operations for the full year.








1


**SFH
                  II Acquisition Corp.****(A
                  Development Stage Company)****BALANCE
                  SHEET****March
                  31, 2007****(Unaudited)**ASSETSCurrent
                  assets:Cash
                  and cash equivalents
              
              $
              879Total
                  assets
              
              $
              879LIABILITIES
                  AND STOCKHOLDERS' DEFICITCurrent
                  liabilities:Accounts
                  payable and accrued expenses
              
              $
              7,470Notes
                  payable to a stockholder, including accrued interest of
                  $455
              
              
              30,455Total
                  current liabilities
              
              
              37,925Stockholders'
                  deficitPreferred
                  stock; $.0001 par value, 20,000,000 shares authorized,none
                  issued and outstanding
              
              
              -Common
                  stock; $.0001 par value, 100,000,000 shares authorized,5,000,000
                  issued and outstanding
              
              
              500Accumulated
                  deficit
              
              
              (37,546
              )Total
                  stockholders' deficit
              
              
              (37,046
              )Total
                  liabilities and stockholders' deficit
              
              $
              879See
                  accompanying notes to unaudited financial statementsF-1








**SFH
                  II Acquisition Corp.****(A
                  Development Stage Company)****STATEMENTS
                  OF OPERATIONS**Three-month
                  period
              
              From
                  November 20, 2006ending
                  March 31,
              
              (Inception)
                  to March 31,2007
              
              2007(Unaudited)
              
              (Unaudited)Operating
                  expenses:Selling,
                  general, and administrative expenses
              
              $
              4,061
              
              $
              37,090Other
                  expense:Interest
                  expense-related party
              
              
              350
              
              
              456Net
                  loss
              
              $
              (4,411
              )
              $
              (37,546
              )Basic
                  and diluted earnings per common share
              
              $
              (0.00
              )
              $
              (0.01
              )Basic
                  and diluted weighted average common shares outstanding
              
              
              5,000,000
              
              
              5,000,000
   See
                    accompanying notes to unaudited financial
                    statementsF-2
 
  **SFH
                  II Acquisition Corp.****(A
                  Development Stage Company)****STATEMENTS
                  OF CASH FLOWS**Three-month
                  period
              
              From
                  November 20, 2006ending
                  March 31,
              
              (Inception)
                  to March 31,2007
              
              2007(Unaudited)
              
              (Unauditied)Cash
                  flows from operating activities:Net
                  loss
              
              $
              (4,411
              )
              $
              (37,546
              )Adjustments
                  to reconcile net loss to net cash used inoperating
                  activities:Changes
                  in operating assets and liabilities:Accrued
                  interest on notes payable to a stockholder
              
              
              349
              
              
              455Accounts
                  payable and accrued expenses
              
              
              (6,400
              )
              
              7,470Net
                  cash used in operating activities
              
              
              (10,462
              )
              
              (29,621
              )Cash
                  from investing activities:
              
              
              -
              
              
              -Cash
                  flows from financing activities:Proceeds
                  from issuance of shares of common stock
              
              
              -
              
              
              500Proceeds
                  from issuance of notes payable to a stockholder
              
              
              10,000
              
              
              30,000Net
                  cash provided by financing activities
              
              
              10,000
              
              
              30,500Net
                  increase (decrease) in cash
              
              
              (462
              )
              
              879Cash,
                  beginning of period
              
              
              1,341
              
              
              -Cash,
                  end of period
              
              $
              879
              
              $
              879See
                    accompanying notes to unaudited financial
                    statementsF-3





**SFH
      II ACQUISITION CORP.**


**(A
        Development Stage Company)**
 **NOTES
        TO UNAUDITED FINANCIAL STATEMENTS**
 **March
        31, 2007**
 
 **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.
 
 F-4
 **SFH
          II ACQUISITION CORP.**
 **(A
            Development Stage Company)**
 **NOTES
            TO UNAUDITED FINANCIAL STATEMENTS**
 **March
            31, 2007**
 
 **Note
        2 - Summary of Significant Accounting Policies**
 
 We
        have
        not generated revenue since our inception on November 20, 2006 and incurred
        net
        losses of $4,411 for three-month period ending March, 31 2007. As a result,
        our
        current operations are not an adequate source of cash to fund future operations.
        Our ability to continue as a going concern is dependent upon our ability
        to
        obtain the necessary financing to meet our obligations and repay our liabilities
        when they become due and to generate profitable operations in the future.
        We
        plan to continue to provide for our capital requirements through the sale
        of
        equity securities and debt, however, we have no firm commitments from any
        third
        party to provide this financing and we cannot assure you we will be successful
        in raising working capital as needed. There are no assurances that we will
        have
        sufficient funds to execute our business plan, pay our obligations as they
        become due or generate positive operating results.
 
 **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.
 F-5
 **SFH
              II ACQUISITION CORP.**
 **(A
                Development Stage Company)**
 **NOTES
                TO UNAUDITED FINANCIAL STATEMENTS**
 **March
                31, 2007**
 
 **Note
        2 - Summary of Significant Accounting Policies- Continued**
 
 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.
  **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, 2007.
 
 **Recently
        Issued Accounting Pronouncements**
 
 On
        July
        13, 2006, the Financial Accounting Standards Board (FASB) issued FASB
        Interpretation No. 48, (“FIN 48”), entitled, “Accounting for Uncertainty in
        Income Taxes - an Interpretation of FASB Statement No. 109”. Concurrently,
        FASB issued a FASB staff position (FSP) relating to income taxes, (FSP)
        No.  FAS 13-2, “Accounting for a Change or Projected Change in the Timing
        of Cash Flows Relating to Income Taxes Generated by a Leveraged Lease
        Transaction.” FASB’s
        summary of FIN
        48 notes that differences between tax positions recognized in the financial
        statements and tax positions taken in the tax return (referred to commonly
        as
“book” vs. “tax”) will generally result in: (a) an increase in a liability
        for income taxes payable or a reduction of an income tax refund receivable,
        (b) a reduction in a deferred tax asset or an increase in a deferred tax
        liability, or (c) both of the above.  FIN 48 requires the affirmative
        evaluation that it is more likely than not, based on the technical merits
        of a
        tax position, that an enterprise is entitled to economic benefits resulting
        from
        positions taken in income tax returns. Further, if a tax position does not
        meet
        the more-likely-than-not recognition threshold, the benefit of that position
        is
        not recognized in the financial statements. Additionally, FIN 48 establishes
        guidance for “derecognition” of previously recognized deferred tax items, and
        sets forth disclosure requirements. The effective date of FIN 48 is for fiscal
        years beginning after December 15, 2006.
 F-6
 **SFH
          II ACQUISITION CORP.**
 **(A
            Development Stage Company)**
 **NOTES
            TO UNAUDITED FINANCIAL STATEMENTS**
 **March
            31, 2007**
 
 **Note
        2- Summary of Significant Accounting Policies- Continued**
 
 The
        Company does not believe that, for the foreseeable future, FIN 48, once adopted,
        will have a significant impact on its financial position, operating results,
        or
        cash flows.
 
 In
        September 2006, the FASB issued FASB Statement No. 157. This Statement defines
        fair value, establishes a framework for measuring fair value in generally
        accepted accounting principles (GAAP), and expands disclosures about fair
        value
        measurements. This Statement applies under other accounting pronouncements
        that
        require or permit fair value measurements, the Board having previously concluded
        in those accounting pronouncements that fair value is a relevant measurement
        attribute. Accordingly, this Statement does not require any new fair value
        measurements. However, for some entities, the application of this Statement
        will
        change current practices. This Statement is effective for financial statements
        for fiscal years beginning after November 15, 2007. Earlier application is
        permitted provided that the reporting entity has not yet issued financial
        statements for that fiscal year. Management believes that, for the foreseeable
        future, this Statement will have no impact on the financial statements of
        the
        Company once adopted.
  In
          February 2007, the FASB issued FASB Statement No. 159 “ *The
          Fair Value Option for Financial Assets and Financial Liabilities—Including an
          amendment of FASB Statement No. 115* ”.
          This
          Statement permits entities to choose to measure many financial instruments
          and
          certain other items at fair value. The objective is to improve financial
          reporting by providing entities with the opportunity to mitigate volatility
          in
          reported earnings caused by measuring related assets and liabilities differently
          without having to apply complex hedge accounting provisions. This Statement
          is
          expected to expand the use of fair value measurement, which is consistent
          with
          the FASB’s long-term measurement objectives for accounting for financial
          instruments. This Statement applies to all entities, including not-for-profit
          organizations. Most of the provisions of this Statement apply only to entities
          that elect the fair value option.
 
 However,
          the amendment to FASB Statement No. 115, “ *Accounting
          for Certain Investments in Debt and Equity Securities* ,”
          applies to all entities with available-for-sale and trading securities.
          Some
          requirements apply differently to entities that do not report net income.
          The
          following are eligible items for the measurement option established by
          this
          Statement:
 
 1.
                Recognized
                    financial assets and financial liabilities
                    except:
 
 a)
                An
                    investment in a subsidiary that the entity is required to
                    consolidate;
 b)
                An
                    interest in a variable interest entity that the entity is required
                    to
                    consolidate;
 c)
                Employers’
                    and plans’ obligations (or assets representing net overfunded positions)
                    for pension benefits, other postretirement benefits (including
                    health care
                    and life insurance benefits), postemployment benefits, employee
                    stock
                    option and stock purchase plans, and other forms of deferred
                    compensation
                    arrangements, as defined in FASB Statements No. 35,*“Accounting
                    and Reporting by Defined Benefit Pension Plans”*,
                    No. 87,*“Employers’
                    Accounting for Pensions”*,
                    No. 106,*“Employers’
                    Accounting for Postretirement Benefits Other Than
                    Pensions”*,
                    No. 112,*“Employers’
                    Accounting for Postemployment Benefits”*,
                    No. 123 (revised December 2004),*“Share-Based
                    Payment”, No. 43, “Accounting for Compensated Absences”*,
                    No. 146,*“Accounting
                    for Costs Associated with Exit or Disposal Activities”*,
                    and No. 158,*“Employers’
                    Accounting for Defined Benefit Pension and Other Postretirement
                    Plans”*,
                    and APB Opinion No. 12,*“Omnibus
                    Opinion—1967”*;
 d)
                Financial
                    assets and financial liabilities recognized under leases as defined
                    in
                    FASB Statement No. 13,*“Accounting
                    for Leases”*(This exception does not apply to a guarantee of a third-party
                    lease
                    obligation or a contingent obligation arising from a cancelled
                    lease.);
 e)
                Deposit
                    liabilities, withdrawable on demand, of banks, savings and loan
                    associations, credit unions, and other similar depository
                    institutions;
 f)
                Financial
                    instruments that are, in whole or in part, classified by the
                    issuer as a
                    component of shareholder’s equity (including “temporary equity”). An
                    example is a convertible debt security with a noncontingent beneficial
                    conversion feature.
  F-7
 **SFH
              II ACQUISITION CORP.**
 **(A
                Development Stage Company)**
 **NOTES
                TO UNAUDITED FINANCIAL STATEMENTS**
 **March
                31, 2007**
 **Note
              2- Summary of Significant Accounting Policies- Continued**
 2.
                  Firm
                      commitments that would otherwise not be recognized at inception
                      and that
                      involve only financial instruments;
 
 3.
                  Nonfinancial
                      insurance contracts and warranties that the insurer can settle
                      by paying a
                      third party to provide those goods or services;
                      and
 
 4.
                  Host
                      financial instruments resulting from separation of an embedded
                      nonfinancial derivative instrument from a nonfinancial hybrid
                      instrument.
  The
          fair
          value option established by this Statement permits all entities to choose
          to
          measure eligible items at fair value at specified election dates. A business
          entity shall report unrealized gains and losses on items for which the
          fair
          value option has been elected in earnings (or another performance indicator
          if
          the business entity does not report earnings) at each subsequent reporting
          date.
          A not-for-profit organization shall report unrealized gains and losses
          in its
          statement of activities or similar statement.
 
 The
          fair
          value option:
  ·
                  May
                      be applied instrument by instrument, with a few exceptions,
                      such as
                      investments otherwise accounted for by the equity method·
                  Is
                      irrevocable (unless a new election date occurs)·
                  Is
                      applied only to entire instruments and not to portions of instruments.
 This
          Statement is effective as of the beginning of an entity’s first fiscal year that
          begins after November 15, 2007. Early adoption is permitted as of the beginning
          of a fiscal year that begins on or before November 15, 2007, provided the
          entity
          also elects to apply the provisions of FASB Statement No. 157, “ *Fair
          Value Measurements* ”.
          No
          entity is permitted to apply this Statement retrospectively to fiscal years
          preceding the effective date unless the entity chooses early adoption.
          Management believes this statement will have no impact on the financial
          statements when and if the Company adopts it.
  **Note
        3 - Accounts Payable and Accrued Expenses**
  Accounts
        payable and accrued expenses at March 31, 2007 consisted exclusively of accrued
        professional fees.
  F-8
 ****SFH
        II ACQUISITION CORP.**** **(A
            Development Stage Company)**
 **NOTES
            TO UNAUDITED FINANCIAL STATEMENTS**
 **March
            31, 2007**
 
 **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.
 
 During
          January 2007, the Company issued a note payable of $10,000 to a major
          stockholder. The notes bear interest at 4.75% per annum. The note is 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.
 **Note
        5 - Stockholders’ Deficit**
 
 **Common
        Stock**
 
 The
        Company is authorized to issue 100,000,000 shares of common stock.
 
 **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.
 
 **Note
        6 - Subsequent Events**
  During
            May 2007, the company issued a note payable of $5,000 to a major stockholder.
            The notes bear interest at 4.75 % per annum. The note is 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.
 F-9


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





We
      were
      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. Our principal business objective for the next 12
      months and beyond will be to achieve long-term growth potential through a
      business combination with an operating business. We will not restrict our
      potential candidate target companies to any specific business, industry or
      geographical location and we may, as a result, acquire any type of
      business.





We
      do not
      currently engage in any business activities that provide revenue or other cash
      flow. The costs of investigating and analyzing business combinations for the
      next 12 months and beyond will be paid with funds in our treasury and/or those
      obtained through borrowings from our stockholders, management or other
      investors.





During
      the next 12 months, we anticipate incurring costs related to:





(i)
      filing of reports under the Securities Exchange Act of 1934, as amended (the
      “Exchange Act”), and


(ii)
      costs relating to consummating an acquisition.





We
      believe we will be able to meet these costs through use of funds in our
      treasury, through deferral of fees by certain service providers and additional
      amounts, as necessary, to be loaned to or invested in us by our stockholders,
      management or other investors.





We
      may
      consider a business which has recently commenced operations, is a developing
      company in need of additional funds for expansion into new products or markets,
      is seeking to develop a new product or service, or is an established business
      which may be experiencing financial or operating difficulties and is in need
      of
      additional capital. In the alternative, a business combination may involve
      the
      acquisition of, or merger with, a company which does not need substantial
      additional capital, but which desires to establish a public trading market
      for
      its shares, while avoiding, among other things, the time delays, significant
      expense, and loss of voting control which may occur in a public
      offering.





Any
      target business that is selected may be a financially unstable company or an
      entity in its early stages of development or growth, including entities without
      established records of sales or earnings. In that event, we will be subject
      to
      numerous risks inherent in the business and operations of financially unstable
      and early stage or potential emerging growth companies. In addition, we may
      effect a business combination with an entity in an industry characterized by
      a
      high level of risk, and, although our management will endeavor to evaluate
      the
      risks inherent in a particular target business, there can be no assurance that
      we will properly ascertain or assess all significant risks.




Our
      management anticipates that it will likely be able to effect only one business
      combination, due primarily to our limited financing, and the dilution of
      interest for present and prospective stockholders, which is likely to occur
      as a
      result of our management’s plan to offer a controlling interest to a target
      business in order to achieve a tax-free reorganization. This lack of
      diversification should be considered a substantial risk in investing in us,
      because it will not permit us to offset potential losses from one venture
      against gains from another.





We
      anticipate that the selection of a business combination will be complex and
      extremely risky. Because of general economic conditions, rapid technological
      advances being made in some industries and shortages of available capital,
      our
      management believes that there are numerous firms seeking even the limited
      additional capital that we will have and/or the perceived benefits of becoming
      a
      publicly-traded corporation. Such perceived benefits of becoming a
      publicly-traded corporation include, among other things, facilitating or
      improving the terms on which additional equity financing may be obtained,
      providing liquidity for the principals of and investors in a business, creating
      a means for providing incentive stock options or similar benefits to key
      employees, and offering greater flexibility in structuring acquisitions, joint
      ventures and the like through the issuance of stock. Potentially available
      business combinations may occur in many different industries and at various
      stages of development, all of which will make the task of comparative
      investigation and analysis of such business opportunities extremely difficult
      and complex.





*Plan
      of Operation*





The
      Company has not realized any revenues from operations since November 20, 2006
      (inception), and its plan of operation for the next twelve months shall be
      to
      continue its efforts to locate suitable acquisition candidates. The Company
      can
      provide no assurance that it can continue to satisfy its cash requirements
      for
      at least the next twelve months. It is not anticipated at present that it will
      experience any change in its current number of employees until such time as
      it
      may consummate a business combination.





*Three-Month
      Period Ended March 31, 2007*





2


*Operational
      Expenses*





Total
      operating expenses for the three-month period ended March 31, 2007 were $4,061.
      These expenses constituted professional and related fees.





The
      Company incurred a net loss of $4,411 for the three-month period ended March
      31,
      2007 and $37,546 for the period from November 20, 2006 (inception) to March
      31,
      2007. It is management's assertion that these circumstances may hinder the
      Company's ability to continue as a going concern.





*Liquidity
      and Capital Resources*





We
      do not
      have any revenues from operations and, absent a merger or other combination
      with
      an operating company, or a public or private sale of our equity or debt
      securities, the occurrence of either of which cannot be assured, we will be
      dependent upon future loans or equity investments from our present stockholders
      or management, for which there is no existing commitment. At March 31, 2007,
      the
      Company had cash of $879 and a working capital deficit of
      $(37,046).





At
      March
      31, 2007, the Company’s only assets consisted of $879 in cash.





*Results
      of Operations*





The
      Company has not conducted any active operations since inception, except for
      its
      efforts to locate suitable acquisition candidates, only recently begun. No
      revenue has been generated by the Company from November 20, 2006 (inception)
      to
      March 31, 2007. It is unlikely the Company will have any revenues unless it
      is
      able to effect an acquisition, or merger with an operating company, of which
      there can be no assurance.





Since
      November 20, 2006 (inception), selling, general and administrative expenses
      have
      been primarily comprised of professional and related fees associated with the
      Company registering to become publicly-traded and maintaining its reporting
      obligations under the Exchange Act. For this period, such expenses amounted
      to
      $37,090. Interest expense is comprised of expenses associated with our notes
      payable to stockholders and amounted to $456.





*Off-Balance
      Sheet Arrangements*





We
      are
      not currently a party to, or otherwise involved with, any off-balance sheet
      arrangements that have or are reasonably likely to have a current or future
      material effect on our financial condition, changes in financial condition,
      revenues or expenses, results of operations, liquidity, capital expenditures
      or
      capital resources.





**Item
      3. 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 Securities and Exchange Commission'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.





Within
      the 90 days prior to the filing date of this quarterly report, we carried out
      an
      evaluation, under the supervision and with the participation of our management,
      including our principal executive officer and 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
      principal financial officer concluded that our disclosure controls and
      procedures were effective.





Changes
      in Internal Controls.





There
      have been no significant changes in our internal controls or in other factors
      that could significantly affect these controls and procedures subsequent to
      the
      date we completed our evaluation. Therefore, no corrective actions were
      taken.




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
      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-B.





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-QSB for the quarter ended March 31,
                2007.31.2
            
            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-QSB for the quarter ended March 31,
                2007.32.1
            
            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:
                August 14, 2007
            SFH
                II ACQUISITION CORP.By:
            /s/
                Armen KarapetyanArmen
                Karapetyan
              President







5