UNITED
      STATES


SECURITIES
      AND EXCHANGE COMMISSION


WASHINGTON,
      D.C. 20549





FORM
      10-Q


(Mark
      One)





x
            Quarterly
                report under Section 13 or 15(d) of the Securities Exchange Act of
                1934





For
      the
      quarterly period ended September
      30, 2007





 ̈
            Transition
                report under Section 13 or 15(d) of the Exchange
                Act





For
      the
      transition period from _____________ to _____________





Commission
      File Number 001-33814





Tremisis
      Energy Acquisition Corporation II


(Exact
      Name of Issuer as Specified in Its Charter)





Delaware
            
            26-0971890(State
                or other Jurisdiction of
              Incorporation
                or Organization)
            
            (I.R.S.
                Employer
              Identification
                No.)




11622
        Monica Street, Houston, Texas 77024
 
 (Address
        of Principal Executive Office)





(917)
      892-1442


(Issuer’s
      Telephone Number, Including Area Code)





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  ̈ No ý





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


Large
      accelerated filer  ̈ Accelerated
      filer  ̈ Non-accelerated
      filer x





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





As
      of
      January 18, 2008, 12,231,250 shares of common stock, par value $.0001 per share,
      were issued and outstanding.










**Tremisis
      Energy Acquisition Corporation II**


(a
      Corporation in the Development Stage)





Table
      of
      Contents


PagePart
                    I. Financial Information:Item
                    1 –Financial Statements (Unaudited):
                2Condensed
                    Balance Sheet as of September 30, 2007
                3Condensed
                    Statement of Operations for thePeriod
                    July 3, 2007 (inception) to September 30, 2007
                4Condensed
                    Statement of Stockholders’ Equity for the Period July 3, 2007 (inception)
                    to September 30, 2007
                5Condensed
                    Statement of Cash Flows for thePeriod
                    July 3, 2007 (inception) to September 30, 2007
                6Notes
                    to Unaudited Condensed Financial Statements
                7-12Item
                    2 – Management’s Discussion and Analysis of Financial Condition and
                    Results of Operations
                13Item
                    4 – Controls and Procedures
                14Part
                    II. Other Information:Item
                    2 – Unregistered Sales of Equity Securities and Use of
                    Proceeds
                16Item
                    6 – Exhibits
                16Signatures
                17Certifications





**PART
      I**





**FINANCIAL
      INFORMATION**





**ITEM1.**
            **FINANCIAL
                STATEMENTS (UNAUDITED)**




2




**Tremisis
        Energy Acquisition Corporation II**
 **(a
        Corporation in the Development Stage)**
 **Condensed
        Balance Sheet**
 September
        30, 2007
 **(unaudited)**


ASSETSCurrent
                  assets:Cash
              
              $
              42,224Total
                  current assets
              
              
              42,224Deferred
                  offering costs (Note 4)
              
              
              115,491Total
                  assets
              
              $
              157,715LIABILITIES
                  AND STOCKHOLDERS' EQUITYCurrent
                  liabilities:Accrued
                  expenses
              
              $
              2,500Note
                  payable - stockholders (Note 5)
              
              
              132,990Total
                  current liabilities
              
              
              135,490Commitments
                  (Note 6)STOCKHOLDERS'
                  EQUITY: (Note 7)Common
                  stock, $.0001 par value per share, authorized 25,000,000 shares,
                  issued
                  and outstanding 2,731,250 shares
              
              
              273Additional
                  paid in capital
              
              
              24,727Deficit
                  accumulated during the development stage
              
              
              (2,775
              )Total
                  stockholders' equity
              
              
              22,225Total
                  liabilities and stockholders' equity
              
              $
              157,715





*The
      accompanying notes are an integral part of these condensed financial statements
      (unaudited).*





3




**Tremisis
      Energy Acquisition Corporation II**


**(a
      Corporation in the Development Stage)**


**Condensed
      Statement of Operations**


**(unaudited)**





Period
                  July 3, 2007
                  (inception) to
                  September 30,2007Formation
                    and operating costs
                
                $
                2,775Net
                    loss
                
                
                (2,775
                )Weighted
                    average number of shares outstanding
                
                
                2,731,250Net
                    loss per share, basic and diluted
                
                $
                (0.00
                )
  *The
          accompanying notes are an integral part of these condensed financial statements
          (unaudited).*


4
 
  **Tremisis
          Energy Acquisition Corporation II**
 **(a
          Corporation in the Development Stage)**
 **Condensed
          Statement of Stockholders’ Equity**
 **(unaudited)**
 **For
          the Period July 3, 2007 (inception) to September 30, 2007**




Deficit
                  accumulatedAdditional
              
              During the
              
              TotalCommon Stock
              
              paid-in
              
              development
              
              stockholders'Shares
              
              Amount
              
              capital
              
              stage
              
              equityIssuance
                  of common stock to initial stockholders
              
              
              2,731,250
              
              $
              273
              
              $
              24,727
              
              $
              -
              
              $
              25,000Net
                  loss for the period
              
              
              -
              
              
              -
              
              
              -
              
              
              (2,775
              )
              
              (2,775
              )Balance
                  at September 30, 2007
              
              
              2,731,250
              
              $
              273
              
              $
              24,727
              
              $
              (2,775
              )
              $
              22,225


*The
      accompanying notes are an integral part of these condensed financial statements
      (unaudited).*





5


**Tremisis
      Energy Acquisition Corporation II**


**(a
      Corporation in the Development Stage)**


**Condensed
      Statement of Cash Flows**


**(unaudited)**







Period
                July 3, 2007
                (inception) to
                September 30,2007CASH
                  FLOWS FROM OPERATING ACTIVITIESNet
                  loss
              
              $
              (2,775
              )Adjustments
                  to reconcile net income to net cash used in operating
                  activities:Increase
                  in accrued expenses
              
              
              2,500Net
                  cash used in operating activities
              
              
              (275
              )CASH
                  FLOWS FROM FINANCING ACTIVITIESProceeds
                  from issuance of shares of common stock to initial
                  stockholders
              
              
              25,000Proceeds
                  from note payable - stockholders
              
              
              132,990Payments
                  of offering costs
              
              
              (115,491
              )Net
                  cash provided by financing activities
              
              
              42,499NET
                  INCREASE (DECREASE) IN CASH
              
              
              42,224CASHCash
                  at beginning of period
              
              
              -Cash
                  at end of period
              
              $
              42,224


*The
      accompanying notes are an integral part of these condensed financial statements
      (unaudited).*





6


**Tremisis
        Energy Acquisition Corporation II**
 **(a
        Corporation in the Development Stage)**
 **Notes
        to Unaudited Condensed Financial Statements**




**NOTE
        1 - Organization and Business Operations**
 
 The
        condensed financial statements at September 30, 2007 and for the period from
        July 3, 2007 (inception) to September 30, 2007 have been prepared by the
        Company. In the opinion of management, all adjustments (consisting of normal
        accruals and recurring items) have been made that are necessary to present
        fairly the financial position of Tremisis Energy Acquisition Corporation
        II (the
“Company”) as of September 30, 2007 and the results of operations and cash flows
        for the period from July 3, 2007 (inception) to September 30, 2007. Operating
        results for the interim period presented are not necessarily indicative of
        the
        results to be expected for any other interim period presented or for any
        other
        interim period or for the full year.
 
 Tremisis
        Energy Acquisition Corporation II was incorporated in Delaware on July 3,
        2007
        for the purpose of effecting a merger, capital stock exchange, asset acquisition
        or other similar business combination with an operating business.
 
 At
        September 30, 2007, the Company had not yet commenced any operations. All
        activity through September 30, 2007 relates to the Company’s formation and the
        public offering described below. The Company has selected December 31 as
        its
        fiscal year-end.
 
 The
        registration statement for the Company's initial public offering ("Offering")
        was declared effective December
        6, 2007 .
        The
        Company consummated the Offering December 12, 2007 and received net proceeds
        of
        approximately $76,000,000. The Company’s management has broad discretion with
        respect to the specific application of the net proceeds of this Offering,
        although substantially all of the net proceeds of this Offering are intended
        to
        be generally applied toward consummating a business combination with an
        operating business (“Business Combination”). Furthermore, there is no assurance
        that the Company will be able to successfully affect a Business Combination.
        Upon the closing of the Offering an aggregate of $75,595,000 including the
        $2,650,000 proceeds of the Private Placement described in Note 3 and the
        $3,040,000 of deferred underwriters discounts described in Note 3, was placed
        in
        a trust account ("Trust Account") which is to be invested in United States
        "government securities" within the meaning of Section 2(a)(16) of the Investment
        Company Act of 1940 having a maturity of 180 days or less or in money market
        funds meeting certain conditions under Rule 2a-7 promulgated under the
        Investment Company Act of 1940 until the earlier of (i) the consummation
        of its
        first Business Combination and (ii) liquidation of the Company. The placing
        of
        funds in the Trust Account may not protect those funds from third party claims
        against the Company. Although the Company will seek
        to
        have all vendors and service providers (which would include any third parties
        we engaged
        to assist us in any way in connection with our search for a target business)
        and prospective
        target businesses execute agreements with the Company waiving any right,
        title,
        interest or claim of any kind in or to any monies held in the Trust Account,
        there is no guarantee they will execute such agreements. Nor is there any
        guarantee that, even if such entities execute such agreements with us, they
        will
        not seek recourse against the trust account or that a court would not conclude
        that such agreements are not legally enforceable. The Company's Chairman
        of the
        Board and the Company's Chief Executive Officer have agreed that they will
        be
        liable under certain circumstances to ensure that the proceeds in the Trust
        Account are not reduced the claims of target businesses or claims of vendors
        or
        other entities that are owed money by the Company for services rendered or
        contracted for or products sold to the Company. However, there can be no
        assurance that they will be able to satisfy those obligations. Furthermore,
        they
        will not have any personal liability as to any claimed amounts owed to a
        third
        party who executed a waiver (including a prospective target business).
        Additionally, in the case of a prospective target business that did not execute
        a waiver, such liability will only be in an amount necessary to ensure that
        public stockholders receive no less than $7.77 per share upon liquidation
        The
        remaining net proceeds (not held in the Trust Account) may be used to pay
        for
        business, legal and accounting due diligence on prospective acquisitions
        and
        continuing general and administrative expenses. Additionally, up to an aggregate
        of $1,200,000 of interest earned on the Trust Account balance may be released
        to
        the Company to fund working capital requirements and additional amounts may
        be
        released to us as necessary to satisfy tax obligations.
  7
 **Tremisis
            Energy Acquisition Corporation II**
 **(a
            Corporation in the Development Stage)**
 **Notes
            to Unaudited Condensed Financial Statements**
 The
        Company, after signing a definitive agreement for the acquisition of a target
        business, is required to submit such transaction for stockholder approval.
        In
        the event that stockholders owning 30% or more of the shares sold in the
        Proposed Offering vote against the Business Combination and exercise their
        conversion rights described below, the Business Combination will not be
        consummated. All of the Company’s stockholders prior to the Proposed Offering,
        including all of the officers and directors of the Company (“Initial
        Stockholders”), have agreed to vote their founding shares of common stock in
        accordance with the vote of the majority in interest of all other stockholders
        of the Company (“Public Stockholders”) with respect to any Business Combination.
        After consummation of a Business Combination, these voting safeguards will
        no
        longer be applicable.
 
 With
        respect to a Business Combination which is approved and consummated, any
        Public
        Stockholder who voted against the Business Combination may demand that the
        Company convert his or her shares. The per share conversion price will equal
        the
        amount in the Trust Account, calculated as of two business days prior to
        the
        consummation of the proposed Business Combination, divided by the number
        of
        shares of common stock held by
        Public
        Stockholders at the consummation of the Proposed Offering. Accordingly, Public
        Stockholders holding 29.99% of the aggregate number of shares owned by all
        Public Stockholders may seek conversion of their shares in the event of a
        Business Combination. Such Public Stockholders are entitled to receive their
        per
        share interest in the Trust Account computed without regard to the shares
        held
        by Initial Stockholders.
  8
 **Tremisis
            Energy Acquisition Corporation II**
 **(a
            Corporation in the Development Stage)**
 **Notes
            to Unaudited Condensed Financial Statements**
 The
        Company’s Amended and Restated Certificate of Incorporation provides that the
        Company will continue in existence up to 24 months from the Effective Date
        of
        the Offering. If the Company has not completed a Business Combination by
        such
        date, its corporate existence will cease and it will dissolve and liquidate
        for
        the purposes of winding up its affairs. In the event of liquidation, it is
        unlikely that the per share value of the residual assets remaining available
        for
        distribution (including Trust Fund assets) will be less than the initial
        public
        offering price per share in the Offering (assuming no value is attributed
        to the
        Warrants contained in the Units sold in the Offering).
 
 **NOTE
        2 - Summary of Significant Accounting Policies**
 
 **Concentration
        of Credit Risk-** The
        Company maintains cash in a bank deposit account which, at times, exceeds
        federally insured (FDIC) limits. The Company has not experienced any losses
        on
        this account.
 
 **Deferred
        Income Taxes-** Deferred
        income tax assets and liabilities are computed for differences between the
        financial statements and tax basis of assets and liabilities that will result
        in
        future taxable or deductible amounts and are based on enacted tax laws and
        rates
        applicable to the periods in which the differences are expected to effect
        taxable income. Valuation allowances are established when necessary to reduce
        deferred income tax assets to the amount expected to be realized. As of
        September 30, 2007 the Company has provided a full valuation allowance against
        the deferred tax benefit related to its net loss.
 
 **Loss
        Per Share-** Loss per
        share is computed by dividing net loss by the weighted-average number of
        shares
        of common stock outstanding during the period. Basic earnings (loss) per
        share
        excludes dilution and is computed by dividing income (loss) available to
        common
        stockholders by the weighted average common shares outstanding for the period.
        Diluted earnings per share reflects the potential dilution that could occur
        if
        securities of other contracts to issue common stock were exercised or converted
        into common stock or resulted in the issuance of common stock that then shared
        in the earnings of the entity. At September 30, 2007, there were no such
        potentially dilutive securities.
 
 9
  **Tremisis
          Energy Acquisition Corporation II**
 **(a
          Corporation in the Development Stage)**
 **Notes
          to Unaudited Condensed Financial Statements**
 **Use
        of Estimates-** The
        preparation of financial statements in conformity with accounting principles
        generally accepted in the United States of America requires management to
        make
        estimates and assumptions that affect the reported amounts of assets and
        liabilities at the date of the financial statements and the reported amounts
        of
        expenses during the reporting period. Actual results could differ from those
        estimates.
 
 **New
        Accounting Pronouncements-** Management does not believe that any recently issued, but not yet effective,
        accounting standards if currently adopted would have a material effect on
        the
        accompanying financial statements.
 
 **NOTE
        3 - Summary of Significant Accounting Policies**
 
 In
        December  2007, the Company completed its Offering in which it sold to the
        public 9,500,000 units (“Units”), at a price of $8.00 per Unit. Each Unit
        consists of one share of the Company’s common stock and one Redeemable Common
        Stock Purchase Warrant (“Warrants”). Each Warrant will entitle the holder to
        purchase from the Company one share of common stock at an exercise price
        of
        $6.00 commencing the later of the completion of a Business Combination and
        one
        year from the effective date of the Offering and expiring four years from
        the
        effective date of the Offering. The Company may redeem the Warrants, at a
        price
        of $.01 per Warrant upon 30 days’ notice while the Warrants are
        exercisable, only in the event that the last sale price of the common stock
        is
        at least $12.00 per share for any 20 trading days within a 30 trading day
        period
        ending on the third day prior to the date on which notice of redemption is
        given. In accordance with the warrant agreement relating to the Warrants
        to be
        sold and issued in the Offering, the Company is only required to use its
        best
        efforts to maintain the effectiveness of the registration statement covering
        the
        Warrants. The Company will not be obligated to deliver securities, and there
        are
        no contractual penalties for failure to deliver securities, if a registration
        statement is not effective at the time of exercise. Additionally, in the
        event
        that a registration is not effective at the time of exercise, the holder
        of such
        Warrant shall not be entitled to exercise such Warrant and in no event (whether
        in the case of a registration statement not being effective or otherwise)
        will
        the Company be required to net cash settle the warrant exercise. Consequently,
        the Warrants may expire unexercised and unredeemed.
 
 The Company paid the underwriters in the Offering an underwriting
        discount of $2,280,000 of the gross proceeds of the Offering. The Company
        and
        the underwriters have agreed that payment of the balance of the underwriting
        discount of $3,040,000 will not be payable unless and until the Company complete
        a Business Combination will not be waived their right to receive such payment
        upon the Company’s liquidation if it is unable to complete a Business
        Combination.
 
 10
  **Tremisis
          Energy Acquisition Corporation II**
 **(a
          Corporation in the Development Stage)**
 **Notes
          to Unaudited Condensed Financial Statements**
 **NOTE
        4 - Deferred Offering Costs**
 
 Deferred
        offering costs consist of legal and other fees incurred through the balance
        sheet date that are directly related to the Proposed Offering and that were
        charged to stockholders’ equity upon the receipt of the capital
        raised.
 
 **NOTE
        5 - Note Payable, Stockholders**
 
 The
        Company issued unsecured promissory notes in an aggregate principal amount
        of
        $132,990 to two of the Initial Stockholders. The notes are non-interest bearing
        and were paid in full from the proceeds of the initial public offering on
        December 14, 2007. Due to the short-term nature of the notes, the fair value
        of
        the note approximates their carrying amount.
 
 **NOTE
        6 - Commitments**
 
 The
        Company presently occupies office space provided by an affiliate of the Initial
        Stockholders. Such affiliate has agreed that, until the Company consummates
        a
        Business Combination,
        it will make such office space, as well as certain office and secretarial
        services, available to the Company, as may be required by the Company from
        time
        to time, at no charge.
 
 Pursuant
        to letter of agreements which the Initial Stockholders will enter into with
        the
        Company and the underwriters, the Initial Stockholders will waive their right
        to
        receive distributions with respect to their founding shares upon the Company’s
        liquidation.
 
 The
        Company’s Initial Stockholdrs have purchased a total of 2,650,000 Warrants
        (“Insider Warrants”) at $ 1.00 per
        Warrant (for an aggregate purchase price of $2,650,000) privately from the
        Company. These purchases took place simultaneously with the consummation
        of the
        Offering. All of the proceeds received from this purchase were placed in
        the
        Trust Account. The Insider Warrants purchased are identical to the Warrants
        underlying the Units offered in the Offering except that the Warrants may
        not be
        called for redemption and the Insider Warrants may be exercisable on a “cashless
        basis,” at the holder’s option, so long as such securities are held by such
        purchaser or his affiliates. Furthermore, the purchaser has agreed that the
        Insider Warrants will not be sold or transferred by them, except for estate
        planning purposes, until after the Company has completed a Business
        Combination.
 
 11
  **Tremisis
          Energy Acquisition Corporation II**
 **(a
          Corporation in the Development Stage)**
 **Notes
          to Unaudited Condensed Financial Statements**
 The
        Initial Stockholders and the holders of the Insider Warrants (or underlying
        securities) are entitled to registration rights with respect to their founding
        shares or Insider Warrants (or underlying securities) pursuant to an agreement.
        The holders of the majority of the founding shares are entitled to demand
        that
        the Company register these shares at any time commencing three months prior
        to
        the first anniversary of the consummation of a Business
        Combination. The holders of the Insider Warrants (or underlying securities)
        are
        entitled to demand that the Company register these securities at any time
        after
        the Company consummates a Business Combination. In addition, the Initial
        Stockholders and holders of the Insider Warrants (or underlying securities)
        have
        certain “piggy-back” registration rights on registration statements filed after
        the Company’s consummation of a Business Combination.
 
 **NOTE
        7 - Preferred Stock**
 
 The
        Company is authorized to issue 1,000,000 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.
 
 The
        agreement with the underwriters will prohibit the Company, prior to a Business
        Combination, from issuing preferred stock which participates in the proceeds
        of
        the Trust Account or which votes as a class with the Common Stock on a Business
        Combination.


12


**ITEM
              2.**
            **MANAGEMENT'S
                DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
                OPERATIONS**





The
      following discussion should be read in conjunction with our Condensed Financial
      Statements and footnotes thereto contained in this report.





**Forward
      Looking Statements**





All
      statements other than statements of historical fact included in this Form 10-Q
      including, without limitation, statements under “Management’s Discussion and
      Analysis of Financial Condition and Results of Operations” regarding our
      financial position, business strategy and the plans and objectives of management
      for future operations, are forward looking statements. When used in this Form
      10-Q, words such as “anticipate,” “believe,” “estimate,” “expect,” “intend” and
      similar expressions, as they relate to us or our management, identify forward
      looking statements. Such forward looking statements are based on the beliefs
      of
      management, as well as assumptions made by, and information currently available
      to, our management. Actual results could differ materially from those
      contemplated by the forward looking statements as a result of certain factors
      detailed in our filings with the Securities and Exchange Commission. All
      subsequent written or oral forward looking statements attributable to us or
      persons acting on our behalf are qualified in their entirety by this
      paragraph.





**Overview**





We
      were
      formed on July 3, 2007, to serve as a vehicle to effect a merger, capital stock
      exchange, asset acquisition, stock purchase, reorganization or other similar
      business combination with one
      or
      more operating businesses or assets. Our efforts in identifying a prospective
      target business will not be limited to a particular industry, although we intend
      to focus our efforts on acquiring an operating business in either the energy
      or
      the environmental industry and their related infrastructures.




**Results
      of Operations**




For
      the
      period from July 3, 2007 (inception) to September 30, 2007, we had a net loss
      of
      $2,775 consisting of formation costs and expenses.




**Financial
      Condition and Liquidity**




We
      consummated our initial public offering of 9,500,000 units on December 12,
      2007.
      Gross proceeds from our initial public offering were $76,000,000. We paid a
      total of $2,280,000 in underwriting discounts and commissions and $628,612
      for
      other costs and expenses related to the offering. An additional $3,040,000
      of
      underwriting discounts and commissions has been deferred by the underwriters
      and
      placed in our trust account and will be released to the underwriters only on
      completion of our initial business combination. After deducting the underwriting
      discounts and commissions and the offering expenses, the total net proceeds,
      including $2,650,000 from the private sale of warrants (the “Sponsor’s
      Warrants”) to Lawrence S. Coben, our chairman of the board and chief executive
      officer, Ronald D. Ormand, our president, chief financial officer and member
      of
      our board of directors, Jon Schotz and Charles A. Norris, each a member of
      our
      board of directors, and Bill Goldstein, Dean Vanech, Jerry Doren, Owen Coleman,
      Bill Armstrong, Trevor Wilson, Brian McInerny, Richard Kassar, David Levine,
      Jim
      Land, David A. Preiser, Gary Evans and Dr. John Jacobs, each a stockholder
      of
      ours, from the offering were $75,997,817, of which $75,595,000 was deposited
      into the trust account. We intend to use substantially all of the net proceeds
      of this offering to effect a business combination. To the extent that our
      capital stock is used in whole or in part as consideration to effect a business
      combination, the proceeds held in the trust account as well as any other net
      proceeds not expended will be used to finance the operations of the target
      business. We believe we will have sufficient available funds outside of the
      trust fund to operate through December 6, 2009, assuming that a business
      combination is not consummated during that time.




13




We
      expect
      our primary liquidity requirements during this period to include approximately
      $200,000 for expenses for the due diligence and investigation of a target
      business or businesses; approximately $500,000 for legal, accounting and other
      expenses associated with structuring, negotiating and documenting an initial
      business combination; $150,000 for legal and accounting fees relating to our
      SEC
      reporting obligations; and approximately $500,000 for general working capital
      that will be used for miscellaneous expenses and reserves. We do not believe
      we
      will need to raise additional funds following this offering in order to meet
      the
      expenditures required for operating our business. However, we may need to raise
      additional funds through a private offering of debt or equity securities if
      such
      funds are required to consummate a business combination that is presented to
      us.
      We would only consummate such a financing simultaneously with the consummation
      of a business combination.





In
      addition, in July and August of 2007, Lawrence S. Coben and Ronald D. Ormand
      advanced an aggregate of $132,990 to us for payment on our behalf of offering
      expenses. These
      loans was repaid following our initial public offering from the proceeds of
      the
      offering.





**ITEM
      4.**  **CONTROLS
      AND PROCEDURES.**





Disclosure
      controls and procedures are controls and other procedures that are designed
      to
      ensure that information required to be disclosed in company reports filed or
      submitted under the Securities Exchange Act of 1934 (the “Exchange Act”) is
      recorded, processed, summarized and reported, within the time periods specified
      in the Securities and Exchange Commission’s rules and forms. Disclosure controls
      and procedures include, without limitation, controls and procedures designed
      to
      ensure that information required to be disclosed in company reports filed or
      submitted under the Exchange Act is accumulated and communicated to management,
      including our chief executive officer and chief financial officer, as
      appropriate to allow timely decisions regarding required disclosure.





As
      required by Rules 13a-15 and 15d-15 under the Exchange Act, our chief
      executive officer and chief financial officer carried out an evaluation of
      the
      effectiveness of the design and operation of our disclosure controls and
      procedures as of September 30, 2007. Based upon their evaluation, they concluded
      that our disclosure controls and procedures were effective.





Our
      internal control over financial reporting is a process designed by, or under
      the
      supervision of, our chief executive officer and chief financial officer and
      effected by our board of directors, management and other personnel, to provide
      reasonable assurance regarding the reliability of our financial reporting and
      the preparation of our financial statements for external purposes in accordance
      with generally accepted accounting principles (United States). Internal control
      over financial reporting includes policies and procedures that pertain to the
      maintenance of records that in reasonable detail accurately and fairly reflect
      the transactions and dispositions of our assets; provide reasonable assurance
      that transactions are recorded as necessary to permit preparation of our
      financial statements in accordance with generally accepted accounting principles
      (United States), and that our receipts and expenditures are being made only
      in
      accordance with the authorization of our board of directors and management;
      and
      provide reasonable assurance regarding prevention or timely detection of
      unauthorized acquisition, use or disposition of our assets that could have
      a
      material effect on our financial statements.




14





During
      the most recently completed fiscal quarter, there has been no change in our
      internal control over financial reporting
      that has materially affected, or is reasonably likely to materially affect,
      our
      internal control over financial reporting.





**Limitations
      on the Effectiveness of Controls**





A
      control
      system, no matter how well conceived and operated, can provide only reasonable,
      not absolute, assurance that the objectives of the control system are met.
      Because of the inherent limitations in all control systems, no evaluation of
      controls can provide absolute assurance that all control issues and instances
      of
      fraud, if any, within a company have been detected. Our disclosure controls
      and
      procedures are designed to provide reasonable assurance of achieving its
      objectives. Our principal executive officer and principal financial officer
      concluded that our disclosure controls and procedures are effective at that
      reasonable assurance level.




15





**PART
      II**





**OTHER
      INFORMATION**





**ITEM
      2.**  **UNREGISTERED
      SALES OF EQUITY SECURITIES AND USE OF PROCEEDS**





On
      December 12, 2007, we closed our initial public offering of 9,500,000 units,
      with each unit consisting of one share of our common stock and one warrant
      to
      purchase one share of our common stock at an exercise price of $5.00 per share.
      The units from the initial public offering were sold at an offering price of
      $8.00 per unit, generating total gross proceeds of $76,000,000. Merrill Lynch,
      Pierce, Fenner & Smith Incorporated acted as representative of the
      underwriters for the initial public offering. The securities sold in the
      offering were registered under the Securities Act of 1933 on a registration
      statement on Form S-1 (No. 333-145625). The Securities and Exchange Commission
      declared the registration statement effective on December 6, 2007.





We
      paid a
      total of $2,280,000 in underwriting discounts and commissions and $628,612
      for
      other costs and expenses related to the offering and the over-allotment option.
      An additional $3,040,000 of underwriting discounts and commissions has been
      deferred by the underwriters and placed in our trust account and will be
      released to the underwriters only on completion of our initial business
      combination.





We
      also
      consummated the simultaneous private sale of 2,650,000 Sponsor’s Warrants at a
      price of $1.00 per warrant, generating total proceeds of $2,650,000. The
      Sponsor’s Warrants were purchased by Lawrence S. Coben, our chairman of the
      board and chief executive officer, Ronald D. Ormand, our president, chief
      financial officer and member of our board of directors, Jon Schotz and Charles
      A. Norris, each a member of our board of directors, and Bill Goldstein, Dean
      Vanech, Jerry Doren, Owen Coleman, Bill Armstrong, Trevor Wilson, Brian
      McInerny, Richard Kassar, David Levine, Jim Land, David A. Preiser, Gary Evans
      and Dr. John Jacobs, each a stockholder of ours. The Sponsor’s Warrants to be
      purchased by these individuals will be identical to warrants underlying the
      units being offered by this prospectus except that if we call the warrants
      for
      redemption, the Sponsor’s Warrants will be exercisable on a cashless basis so
      long as they are still held by the purchasers or their affiliates. The
      purchasers of the Sponsor’s Warrants have agreed that the Sponsor’s Warrants
      will not be sold or transferred by them until after we have completed a business
      combination.





After
      deducting the underwriting discounts and commissions and the offering expenses,
      the total net proceeds to us from the offering and the private sale of Sponsor’s
      Warrants were $75,997,817, of which $75,595,000 was deposited into the trust
      account.





For
      a
      description of the use of the proceeds generated in our initial public offering,
      see Part I, Item 2 of this Form 10-Q.





**ITEM
      6.**  **EXHIBITS**





(a)  Exhibits:





31.1  Section
      302 Certification by Principal Executive Officer





31.2  Section
      302 Certification by Principal Financial and Accounting Officer





32
            Section
                906 Certification by Principal Executive Officer and Principal Financial
                and Accounting Officer




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**SIGNATURES**





In
      accordance with the requirements of the Exchange Act, the registrant caused
      this
      report to be signed on its behalf by the undersigned, thereunto duly
      authorized.


**TREMISIS
                  ENERGY ACQUISITION****CORPORATION
                  II**Dated:
                  January 22, 2008/s/
                  Lawrence S. CobenChairman
                  and Chief Executive Officer(Principal
                  Executive Officer)/s/
                  Ronald D. OrmandPresident
                  and Chief Financial Officer(Principal
                  Accounting and Financial
                  Officer)





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