FORM
      10-Q





U.S.
      SECURITIES AND EXCHANGE COMMISSION


Washington,
      D.C. 20549





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


SECURITIES
      EXCHANGE ACT OF 1934





For
      the
      quarterly period ended September 30, 2008





OR





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


SECURITIES
      EXCHANGE ACT OF 1934





For
      the
      transition period from ________ to ________





Commission
      file number 000-52651





Plastron
      Acquisition Corp. II


(Exact
      name of registrant as specified in its charter)





Delaware
            
            14-1961545(State
                or other jurisdiction
            
            (I.R.S.
                Employer Identification Number)of
                incorporation or organization)




c/o
      Clifford W. Chapman Jr., 712 Fifth Avenue, New York, NY 10019


(Address
      of principal executive offices)





(212)
      277-5301


(Registrant’s
      telephone number, including area code)





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. 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
      definitions of “large accelerated filer,” “accelerated filer” and “smaller
      reporting company” in Rule 12b-2 of the Exchange Act. (Check one):


Large
                accelerated filer ̈
            Accelerated
                filer ̈Non-accelerated
                filer ̈
            Smaller
                reporting companyx.


(Do
      not
      check if a smaller reporting 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  ̈ .





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. Yes  ̈ 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: 2,000,000 **** shares
      of
      common stock, par value $.0001 per share, outstanding as of October 8, 2008.









**PLASTRON
      ACQUISITION CORP. II**





**-
      INDEX -**





Page**PART
                I – FINANCIAL INFORMATION:**Item
                1.
            Financial
                Statements:Balance
                Sheets as of September 30, 2008 (unaudited) and December 31, 2007
                (audited)
            
            1Statements
                of Operations for the Three and Nine Months Ended September 30, 2008
                and
            
            2September
                30, 2007 (unaudited) and for the Cumulative Period fromJanuary
                24, 2006 (Inception) to September 30, 2008 (unaudited)Statement
                of Stockholders’ Equity (Deficit) for the Cumulative Period
                from
            
            3January
                24, 2006 (Inception) to September 30, 2008 (unaudited)Statements
                of Cash Flows for the Nine Months Ended September 30, 2008
                and
            
            4September
                30, 2007 (unaudited) and for the Cumulative Period from January 24,
                2006(Inception)
                to September 30, 2008 (unaudited)Notes
                to Financial Statements (unaudited)
            
            5Item
                2.
            Management’s
                Discussion and Analysis of Financial Condition and Results of
                Operations
            
            9Item
                3.
            Quantitative
                and Qualitative Disclosures About Market Risk
            
            12Item
                4T.
            Controls
                and Procedures
            
            12**PART
                II – OTHER INFORMATION**:Item
                1.
            Legal
                Proceedings
            
            12Item
                1A.
            Risk
                Factors
            
            12Item
                2.
            Unregistered
                Sales of Equity Securities and Use of Proceeds
            
            13Item
                3.
            Defaults
                Upon Senior Securities
            
            13Item
                4.
            Submission
                of Matters to a Vote of Security Holders
            
            13Item
                5.
            Other
                Information
            
            13Item
                6.
            Exhibits
            
            13Signatures
            
            14









**PART
      I****–
      FINANCIAL INFORMATION**





**Item
      1. Financial Statements.**





**PLASTRON
      ACQUISITION CORP. II**


**(A
      Development Stage Company)**


**BALANCE
      SHEETS**





**As of**
            
            **As of****September 30,**
            
            **December 31,****2008**
            
            **2007****(Unaudited)**
            
            **(Audited)****ASSETS**
            
            ****
            
            ******CURRENT
                ASSETS:**Cash
                and cash equivalents
            
            $
            1,630
            
            $
            1,844Total
                current assets
            
            
            1,630
            
            
            1,844**TOTAL
                ASSETS**
            
            **$**
            **1,630**
            
            **$**
            **1,844****LIABILITIES
                AND STOCKHOLDERS’ DEFICIT****CURRENT
                LIABILITIES:**Note
                payable - related party
            
            $
            22,500
            
            $
            12,500Accrued
                interest - related party
            
            
            1,704
            
            
            951Total
                current liabilities
            
            
            24,204
            
            
            13,451**TOTAL
                LIABILITIES**
            
            
            **24,204**
            
            
            **13,451****STOCKHOLDERS’
                DEFICIT:**Preferred
                stock, $.0001 par value; 10,000,000 shares authorized; 0 issued and
                outstanding
            
            
            **-**
            
            
            **-**Common
                stock, $.0001 par value; 75,000,000 shares authorized; 2,000,000
                shares
                issued and outstanding
            
            
            200
            
            
            200Additional
                paid-in capital
            
            
            29,800
            
            
            29,800Deficit
                accumulated during the development stage
            
            
            (52,574
            )
            
            (41,607
            )**TOTAL
                STOCKHOLDERS’ DEFICIT**
            
            
            **(22,574**
            **)**
            
            **(11,607**
            **)****TOTAL
                LIABILITIES AND STOCKHOLDERS’ DEFICIT**
            
            **$**
            **1,630**
            
            **$**
            **1,844**





**The
      accompanying notes are an integral part of the financial
      statements.**




1




**PLASTRON
      ACQUISITION CORP. II**


**(A
      Development Stage Company)**


**STATEMENTS
      OF OPERATIONS**





July 1, 2008
            
            July 1, 2007
            
            January 1, 2008
            
            January 1, 2007
            
            January 24, 2006to
            
            to
            
            to
            
            to
            
            (Inception) toSeptember 30, 2008
            
            September 30, 2007
            
            September 30, 2008
            
            September 30, 2007
            
            September 30, 2008(Unaudited)
            
            (Unaudited)
            
            (Unaudited)
            
            (Unaudited)
            
            (Unaudited)**REVENUE**
            
            **$**
            **-**
            
            **$**
            **-**
            
            **$**
            **-**
            
            **$**
            **-**
            
            **$**
            **-****OPERATING
                EXPENSES:**General
                and administrative expenses
            
            
            4,894
            
            
            11,994
            
            
            10,214
            
            
            23,521
            
            
            50,870**LOSS
                FROM OPERATIONS**
            
            
            **(4,894**
            **)**
            
            **(11,994**
            **)**
            
            **(10,214**
            **)**
            
            **(23,521**
            **)**
            
            **(50,870**
            **)****OTHER
                INCOME (EXPENSE)**Interest
                expense - related party
            
            
            (331
            )
            
            (125
            )
            
            (753
            )
            
            (375
            )
            
            (1,704
            )**Total
                other income (expense)**
            
            
            **(331**
            **)**
            
            **(125**
            **)**
            
            **(753**
            **)**
            
            **(375**
            **)**
            
            **(1,704**
            **)****NET
                LOSS**
            
            **$**
            **(5,225**
            **)**
            **$**
            **(12,119**
            **)**
            **$**
            **(10,967**
            **)**
            **$**
            **(23,896**
            **)**
            **$**
            **(52,574**
            **)****BASIC
                NET LOSS PER SHARE**
            
            **$**
            **(0.00**
            **)**
            **$**
            **(0.01**
            **)**
            **$**
            **(0.01**
            **)**
            **$**
            **(0.01**
            **)****WEIGHTED
                AVERAGE NUMBER OF COMMON SHARES OUTSTANDING,
                BASIC**
            
            
            **2,000,000**
            
            
            **2,000,000**
            
            
            **2,000,000**
            
            
            **2,000,000**





**The
      accompanying notes are an integral part of the financial
      statements.**




2




**PLASTRON
      ACQUISITION CORP. II**


**(A
      Development Stage Company)**


**STATEMENT
      OF STOCKHOLDERS’ DEFICIT**


**From
      January 24, 2006 (Inception) to September 30, 2008**





Additional
            
            Deficit Accumulated
            
            TotalPreferred Stock
            
            Common Stock
            
            Paid-in
            
            During the
            
            Stockholders'Shares
            
            Amount
            
            Shares
            
            Amount
            
            Capital
            
            Development Stage
            
            Deficit**BALANCE AT JANUARY 24,
                2006, (INCEPTION)**
            
            
            -
            
            $
            -
            
            
            -
            
            $
            -
            
            $
            -
            
            $
            -
            
            $
            -Issuance
                of common stock for cash at $.015 per share
            
            
            -
            
            
            -
            
            
            2,000,000
            
            
            200
            
            
            29,800
            
            
            -
            
            
            30,000Net
                loss
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            (12,951
            )
            
            (12,951
            )**BALANCE
                AT DECEMBER 31, 2006**
            
            
            -
            
            
            -
            
            
            2,000,000
            
            
            200
            
            
            29,800
            
            
            (12,951
            )
            
            17,049Net
                (loss)
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            (11,777
            )
            
            (11,777
            )**BALANCES
                AT JUNE 30, 2007**
            
            
            -
            
            
            -
            
            
            2,000,000
            
            
            200
            
            
            29,800
            
            
            (24,728
            )
            
            5,272Net
                loss
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            (28,656
            )
            
            (28,656
            )**BALANCE
                AT DECEMBER 31, 2007**
            
            
            -
            
            
            -
            
            
            2,000,000
            
            
            200
            
            
            29,800
            
            
            (41,607
            )
            
            (11,607
            )Net
                loss
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            (10,967
            )
            
            (10,967
            )**BALANCE
                AT SEPTEMBER 30, 2008 (unaudited)**
            
            
            -
            
            $
            -
            
            
            2,000,000
            
            $
            200
            
            $
            29,800
            
            $
            (52,574
            )
            $
            (22,574
            )




**The
      accompanying notes are an integral part of the financial
      statements.**




3




**PLASTRON
      ACQUISITION CORP. II**


**(A
      Development Stage Company)**


**STATEMENTS
      OF CASH FLOWS**





**January 1, 2008**
            
            **January 1, 2007**
            
            **January 24, 2006****to**
            
            **to**
            
            **(Inception) to****September 30, 2008**
            
            **September 30, 2007**
            
            **September 30, 2008****(Unaudited)**
            
            **(Unaudited)**
            
            **(Unaudited)****CASH
                FLOWS FROM OPERATING ACTIVITIES:**Net
                loss
            
            **$**
            **(10,967**
            **)**
            **$**
            **(23,896**
            **)**
            **$**
            **(52,574**
            **)**Changes
                in operating assets and liabilities:Increase
                in accrued liabilities
            
            
            753
            
            
            375
            
            
            1,704**Net
                cash used in operating activities**
            
            
            **(10,214**
            **)**
            
            **(23,521**
            **)**
            
            **(50,870**
            **)****CASH
                FLOWS FROM FINANCING ACTIVITIES:**Proceeds
                from issuance of common stock
            
            
            -
            
            
            -
            
            
            30,000Proceeds
                from loan - related party
            
            
            10,000
            
            
            -
            
            
            22,500**Net
                cash provided by financing activities**
            
            
            **10,000**
            
            
            **-**
            
            
            **52,500****NET
                INCREASE IN CASH AND CASH EQUIVALENTS**
            
            
            **(214**
            **)**
            
            **(23,521**
            **)**
            
            **1,630**Cash
                and cash equivalents at beginning of period
            
            
            **1,844**
            
            
            **30,000**
            
            
            **-****CASH
                AND CASH EQUIVALENTS AT END OF PERIOD**
            
            **$**
            **1,630**
            
            **$**
            **6,479**
            
            **$**
            **1,630**





**The
      accompanying notes are an integral part of the financial
      statements.**




4




**PLASTRON
      ACQUISITION CORP. II**


**(A
      Development Stage Company)**


**NOTES
      TO FINANCIAL STATEMENTS**


**(Unaudited)**





**NOTE
      1 -**  **ORGANIZATION
      AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:**





***(a)***
            ***Organization
                and Business:***




Plastron
      Acquisition Corp. II (the “Company”) was incorporated in the state of Delaware
      on January 24, 2006 for the purpose of raising capital that is intended to
      be
      used in connection with its business plans which may include a possible merger,
      acquisition or other business combination with an operating
      business.





The
      Company is currently in the development stage as defined in SFAS No. 7. All
      activities of the Company to date relate to its organization, initial funding
      and share issuances.





Going
      Concern


The
      accompanying financial statements have been prepared in conformity with
      generally accepted accounting principles, which contemplate continuation of
      the
      Company as a going concern. The Company has not begun generating revenue, is
      considered a development stage company, has experienced recurring net operating
      losses, had an accumulated deficit of ($52,574) and had a working capital
      deficiency of $(22,574) as of September 30, 2008. These factors raise
      substantial doubt about the Company’s ability to continue as a going concern.
      Management plans to issue more shares of common stock in order to raise funds.
      These financial statements do not include any adjustments relating to the
      recoverability and classification of recorded asset amounts, or amounts and
      classification of liabilities that might result from this
      uncertainty.





***(b)***
            ***Basis
                of Presentation:***




The
      accompanying unaudited financial statements have been prepared in accordance
      with Securities and Exchange Commission requirements for financial statements.
      The financial statements should be read in conjunction with the Form 10-KSB
      for
      the year ended December 31, 2007 of the Company.





The
      financial statements have been prepared in accordance with accounting principles
      generally accepted in the United States.





The
      financial information is unaudited. In the opinion of management, all
      adjustments (which include normal recurring adjustments) necessary to present
      fairly the financial position as of September 30, 2008 and the results of
      operations and cash flows presented herein have been included in the financial
      statements.





***(c)***
            ***Use
                of estimates:***




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




5




**PLASTRON
      ACQUISITION CORP. II**


**(A
      Development Stage Company)**


**NOTES
      TO FINANCIAL STATEMENTS**


**(Unaudited)**





**NOTE
      1 -**  **ORGANIZATION
      AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
      (Continued):**





***(d)***
            ***Cash
                and cash equivalents:***




For
      purposes of the statement of cash flows, the Company considers highly liquid
      financial instruments purchased with a maturity of three months or less to
      be
      cash equivalents.





***(e)***
            ***Income
                taxes:***




The
      Company adopted FASB Interpretation No. 48 (“FIN 48”), “Accounting for
      Uncertainty in Income Taxes”, which clarifies the accounting for uncertainty in
      income taxes recognized in the financial statements in accordance with SFAS
      No.
      109, “Accounting for Income Taxes.” The Company utilizes the liability method of
      accounting for income taxes. Under the liability method deferred tax assets
      and
      liabilities are determined based on the differences between financial reporting
      basis and the tax basis of the assets and liabilities and are measured using
      enacted tax rates and laws that will be in effect, when the differences are
      expected to reverse. An allowance against deferred tax assets is recognized,
      when it is more likely than not, that such tax benefits will not be
      realized.





Any
      deferred tax benefit is considered immaterial and has been fully offset by
      a
      valuation allowance because at this time the Company believes that it is more
      likely than not that the future tax benefit will not be realized as the Company
      has no current operations.





***(f)***
            ***Loss
                per common share:***




Basic
      loss per share is calculated using the weighted-average number of common shares
      outstanding during each reporting period. Diluted loss per share includes
      potentially dilutive securities such as outstanding options and warrants, using
      various methods such as the treasury stock or modified treasury stock method
      in
      the determination of dilutive shares outstanding during each reporting period.
      The Company does not have any potentially dilutive instruments.





***(g)***
            ***Fair
                value of financial
                instruments:***




The
      carrying value of cash equivalents and accrued expenses approximates fair value
      due to the short period of time to maturity.





6





**PLASTRON
      ACQUISITION CORP. II**


**(A
      Development Stage Company)**


**NOTES
      TO FINANCIAL STATEMENTS**


**(Unaudited)**





***(h)***
            ***New
                accounting
                pronouncements:***





In
      March
      2008, the FASB issued SFAS No. 161, “Disclosures about Derivative
      Instruments and Hedging Activities – an amendment of FASB Statement No.
      133,” (SFAS “161”) as amended and interpreted, which requires enhanced
      disclosures about an entity’s derivative and hedging activities and thereby
      improves the transparency of financial reporting. Disclosing the fair values
      of
      derivative instruments and their gains and losses in a tabular format provides
      a
      more complete picture of the location in an entity’s financial statements of
      both the derivative positions existing at period end and the effect of using
      derivatives during the reporting period. Entities are required to provide
      enhanced disclosures about (a) how and why an entity uses derivative
      instruments, (b) how derivative instruments and related hedged items are
      accounted for under Statement 133 and its related interpretations, and (c)
      how
      derivative instruments and related hedged items affect an entity’s financial
      position, financial performance, and cash flows. SFAS No. 161 is effective
      for
      financial statements issued for fiscal years and interim periods beginning
      after
      November 15, 2008. Early adoption is permitted, but not expected.





In
      May
      2008, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 163,
“Accounting for Financial Guarantee Insurance Contracts – An interpretation
      of FASB Statement No. 60”. SFAS 163 requires that an insurance enterprise
      recognize a claim liability prior to an event of default when there is evidence
      that credit deterioration has occurred in an insured financial obligation.
      It
      also clarifies how Statement 60 applies to financial guarantee insurance
      contracts, including the recognition and measurement to be used to account
      for
      premium revenue and claim liabilities, and requires expanded disclosures about
      financial guarantee insurance contracts. It is effective for financial
      statements issued for fiscal years beginning after December 15, 2008, except
      for
      some disclosures about the insurance enterprise’s risk-management activities.
      SFAS 163 requires that disclosures about the risk-management activities of
      the
      insurance enterprise be effective for the first period beginning after issuance.
      Except for those disclosures, earlier application is not permitted. The adoption
      of this statement is not expected to have a material effect on the Company's
      future reported financial position or results of operations.





**NOTE
      2 -**  **NOTE
      PAYABLE – RELATED PARTY:**





On
      March
      9, 2007, the Company entered into a loan agreement with Broadband Capital
      Management, LLC (“BCM”), pursuant to which the Company agreed to repay $12,500
      on or before the earlier of (i) December 31, 2012 or (ii) the date that the
      Company (or a wholly owned subsidiary of the Company) consummates a merger
      or
      similar transaction with an operating business (the “Maturity Date”). BCM had
      previously advanced the $12,500 on behalf of the Company. Interest shall accrue
      on the outstanding principal balance of this loan on the basis of a 360-day
      year
      daily from January 24, 2006, the effective date of the loan, until paid in
      full
      at the rate of four percent (4%) per annum. Interest expense associated with
      the
      loan for the quarters ending September 30, 2008 and 2007 was $125 and $125.
      Clifford Chapman, our director, Michael Rapp, our President and director, and
      Philip Wagenheim, our Secretary and director, all serve as management of BCM,
      a
      registered broker-dealer.





7





**PLASTRON
      ACQUISITION CORP. II**


**(A
      Development Stage Company)**


**NOTES
      TO FINANCIAL STATEMENTS**


**(Unaudited)**





**NOTE
      2 -**  **NOTE
      PAYABLE – RELATED PARTY (Continued):**





On
      April
      15, 2008, Michael Rapp, the President and a director of the Company, Philip
      Wagenheim, the Secretary and a director of the Company, and Clifford Chapman,
      a
      director of the Company, loaned the Company $5,000, $3,000 and $2,000,
      respectively. The Company issued promissory notes (each the “April 15 Note” and
      together, the “April 15 Notes”) to **** Messrs
      Rapp, Wagenheim and Chapman, pursuant to which the principal amounts thereunder
      shall accrue interest at an annual rate of 8.25%, and such principal and all
      accrued interest shall be due and payable on or before the earlier of (i) the
      fifth anniversary of the date of the Note or (ii) the date the Company
      consummates a business combination with a private company in a reverse merger
      or
      reverse takeover transaction or other transaction after which the company would
      cease to be a shell company. Interest expense associated with the April 15
      Notes
      for the quarter ending September 30, 2008 was $206.





**NOTE
      3 -**  **STOCKHOLDERS’
      DEFICIT:**





The
      Company is authorized by its Certificate of Incorporation to issue an aggregate
      of 85,000,000 shares of capital stock, of which 75,000,000 are shares of common
      stock, par value $.0001 per share (the “Common Stock”) and 10,000,000 are shares
      of preferred stock, par value $.0001 per share (the “Preferred Stock”). On March
      1, 2006, the Company issued 1,000,000, 600,000, and 400,000 shares to Michael
      Rapp, Philip Wagenheim, and Clifford Chapman, respectively, for total cash
      consideration of $30,000 or $.015 per share. As of September 30, 2008, 2,000,000
      shares of Common Stock were issued and outstanding.





All
      outstanding shares of Common Stock are of the same class and have equal rights
      and attributes. The holders of Common Stock are entitled to one vote per share
      on all matters submitted to a vote of stockholders of the Company. All
      stockholders are entitled to share equally in dividends, if any, as may be
      declared from time to time by the Board of Directors out of funds legally
      available. In the event of liquidation, the holders of Common Stock are entitled
      to share ratably in all assets remaining after payment of all liabilities.
      The
      stockholders do not have cumulative or preemptive rights.





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) in regard to 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
      Plastron Acquisition Corp. II (“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 January 24, 2006 and
      maintains its principal executive office at c/o Clifford W. Chapman, Jr., 712
      Fifth Avenue, New York, NY 10019. 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 15, 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.




9





The
      Company currently does not engage in any business activities that provide cash
      flow. During the next twelve months we anticipate incurring costs related
      to:





(i)  filing
      Exchange Act reports, and


(ii)  investigating,
      analyzing and 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.





The
      Company may consider acquiring 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.





Since
      our
      Registration Statement on Form 10-SB went effective, our management has had
      contact and discussions with representatives of other entities regarding a
      business combination with us. 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.





The
      Company anticipates 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 which 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.





***Liquidity
      and Capital Resources***





As
      of
      September 30, 2008, the Company had assets equal to $1,630, comprised
      exclusively of cash and cash equivalents. This compares with assets of $1,844,
      comprised exclusively of cash and cash equivalents, as of December 31, 2007.
      The
      Company’s current liabilities as of September 30, 2008 totaled $24,204,
      comprised exclusively of accounts payable, notes payable and accrued interest.
      This compares to the Company’s current liabilities as of December 31, 2007 of
      $13,451, comprised exclusively of notes payable and accrued
      interest.  The
      Company can provide no assurance that it can continue to satisfy its cash
      requirements for at least the next twelve months.





10





The
      following is a summary of the Company's cash flows provided by (used in)
      operating, investing, and financing activities for the nine months ended
      September 30, 2008 and September 30, 2007 and for the cumulative period from
      January 24, 2006 (inception) to September 30, 2008:





Nine Months
              Ended
              September 30,
              2008
            
            Nine Months
              Ended
              September 30,
              2007
            
            For the Cumulative
              Period from
              January 24, 2006
              (Inception) to
              September 30, 2008Net cash used in operating activities
            
            $
            (10,214
            )
            $
            (23,521
            )
            $
            (50,870
            )Net
                cash used in investing activities
            
            
            -
            
            
            -
            
            
            -Net
                cash provided by financing activities
            
            
            10,000
            
            
            -
            
            
            52,500Net
                increase in cash and cash equivalents
            
            $
            (214
            )
            $
            (23,521
            )
            $
            1,630





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 from January 24, 2006 (inception) to September 30,
      2008. 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. 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 and nine months ended September 30, 2008, the Company had a net loss
      of
      $(5,225) and $(10,967), respectively, consisting of legal, accounting, audit
      and
      other professional service fees incurred in relation to the filing of the
      Company’s Quarterly Report on Form 10-Q for the periods ending March 31, 2008
      and June 30, 2008 and Annual Report on Form 10-KSB for the year ended December
      31, 2007. This compares with a net loss of $(12,119) and $(23,896) for the
      three
      and nine months ended September 30, 2007, respectively, consisting of legal,
      accounting, audit and other professional service fees incurred in relation
      to
      the formation of the Company and the filing of the Company’s Registration
      Statement on Form 10-SB in May of 2007.




For
      the
      cumulative period from January 24, 2006 (inception) to September 30, 2008,
      the
      Company had a net loss of $(52,574), consisting of legal, accounting, audit
      and
      other professional service fees incurred in relation to the formation of the
      Company, the filing of the Company’s Registration Statement on Form 10-SB in
      November of 2005, the filing of the Company’s Quarterly Reports on Form 10-QSB
      and Form 10-Q and the filing of the Company’s Annual Reports on Form
      10-KSB.





11





***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 this information.





**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
      September 30, 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 September 30, 2008 that have materially affected or are
      reasonably likely to materially affect our internal controls.





**PART
      II — OTHER INFORMATION**





**Item
      1. Legal Proceedings.**





To
      the
      best knowledge of our 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 this information.





12





**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.**





(a)
      Exhibits required by Item 601 of Regulation S-K.





Exhibit
            
            Description*3.1
            
            Certificate
                of Incorporation, as filed with the Delaware Secretary of State on
                January
                24, 2006.*3.2
            
            By-Laws.31.1
            
            Certification
                of the Company’s Principal Executive Officer and 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 September 30, 2008.32.1
            
            Certification
                of the Company’s Principal Executive Officer and 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 15,
                      2007 and
                      incorporated herein by this
                      reference.


13


**SIGNATURES**





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





Dated:
                October 8, 2008
            **PLASTRON
                ACQUISITION CORP. II**By:
            /s/ Michael RappMichael
                RappPresident
                and DirectorPrincipal
                Executive OfficerPrincipal
                Financial Officer





14