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, 2008





 ̈
            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 Small Business 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)





(713)
      954-3665


(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 x No  ̈





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





Large
                accelerated filer ̈
            Accelerated
                filer ̈Non-accelerated
                filerx
            Smaller
                reporting company ̈(Do
                not check if 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  ̈





As
      of
      November 13, 2008, 12,165,837 shares of common stock, par value $.0001 per
      share, were issued and outstanding.







PagePart
                I: Financial Information:Item
                1 –Financial Statements:Condensed
                Balance Sheet
            
            3Condensed
                Statements of Operations
            
            4Condensed
                Statement of Stockholders’ Equity
            
            5Condensed
                Statements of Cash Flows
            
            6Notes
                to Unaudited Condensed Financial Statements
            
            7Item
                2 – Management’s Discussion and Analysis of
                Financial Condition and Results of Operations
            
            15Item
                4 – Controls and Procedures
            
            17Part
                II. Other InformationItem
                2 – Unregistered Sales of Equity Securities and Use of
                Proceeds
            
            18Item
                6 – Exhibits
            
            19Signatures
            
            20







**Tremisis
      Energy Acquisition Corporation II**


**(a
      corporation in the development stage)**





**Condensed
      Balance Sheet**








September 30, 2008
            
            December 31, 2007(unaudited)ASSETSCurrent
                assets:Cash
            
            $
            183,927
            
            $
            101,836Cash
                equivalents held in trust (Note 1)
            
            
            77,715,416
            
            
            75,595,000Interest
                receivable on cash equivalents held in trust
            
            
            90,588
            
            
            152,990Prepaid
                expenses
            
            
            14,037
            
            
            90,786Total
                current assets
            
            
            78,003,968
            
            
            75,940,612Deferred
                acquisition costs
            
            
            472,668
            
            
            -Total
                assets
            
            $
            78,476,636
            
            $
            75,940,612LIABILITIES
                AND STOCKHOLDERS' EQUITYCurrent
                liabilities:Accrued
                registration costs
            
            $
            -
            
            $
            12,880Accrued
                expenses
            
            
            46,515
            
            
            7,763Accrued
                acquisition costs
            
            
            222,005
            
            
            -Income
                and franchise taxes payable
            
            
            53,287
            
            
            51,054Deferred
                underwriting fee (Note 3)
            
            
            3,114,454
            
            
            3,040,000Total
                current liabilities
            
            
            3,436,261
            
            
            3,111,697Common
                stock subject to possible conversion (2,918,827 and 2,849,050 shares
                at
                conversion value) (Note 1)
            
            
            23,621,625
            
            
            22,716,822Commitments
                (Note 5)STOCKHOLDERS'
                EQUITY (Note 6)Common
                stock, $.0001 par value per share, authorized 35,000,000 shares,
                issued
                and outstanding 9,247,010 and 9,382,200 (excluding 2,918,827 and
                2,849,950
                shares subject to possible conversion, respectively)
            
            
            925
            
            
            938Additional
                paid in capital
            
            
            50,860,825
            
            
            50,034,535Retained
                earnings accumulated during the development stage
            
            
            557,000
            
            
            76,620Total
                stockholders' equity
            
            
            51,418,750
            
            
            50,112,093Total
                liabilities and stockholders' equity
            
            $
            78,476,636
            
            $
            75,940,612




See
      notes
      to unaudited financial statements




3





**Tremisis
      Energy Acquisition Corporation II**


**(a
      corporation in the development stage)**





**Unaudited
      Condensed Statements of Operations**








For the periodFor the three
            
            For the nine
            
            From July 3, 2007
            
            from July 3, 2007months ended
            
            months ended
            
            (inception) to
            
            (inception) toSeptember 30, 2008
            
            September 30, 2008
            
            September 30, 2007*
            
            September 30, 2008(unaudited)
            
            (unaudited)
            
            (unaudited)
            
            (unaudited)Interest
                income
            
            $
            386,522
            
            $
            1,211,481
            
            $
            -
            
            $
            1,364,471Expenses:General
                and administrative
            
            
            108,301
            
            
            399,351
            
            
            -
            
            
            415,803Franchise
                tax (Note 4)
            
            
            7,000
            
            
            43,000
            
            
            -
            
            
            69,054Insurance
            
            
            17,250
            
            
            51,750
            
            
            -
            
            
            54,964Formation
                costs
            
            
            -
            
            
            -
            
            
            2,775
            
            
            5,650Total
                expenses
            
            
            132,551
            
            
            494,101
            
            
            2,775
            
            
            545,471Net
                income (loss) before taxes
            
            
            253,971
            
            
            717,380
            
            
            (2,775
            )
            
            819,000Provision
                for income taxes (Note 4)
            
            
            79,000
            
            
            237,000
            
            
            -
            
            
            262,000Net
                income (loss) for the period
            
            
            174,971
            
            
            480,380
            
            
            (2,775
            )
            
            557,000Accretion
                of trust account relating to common stock subject to possible
                conversion
            
            
            (115,918
            )
            
            (363,323
            )
            
            -
            
            
            (409,205
            )Net
                income (loss) attributable to common stockholders
            
            $
            59,053
            
            $
            117,057
            
            $
            (2,775
            )
            $
            147,795Weighted
                average number of shares outstanding - basic and diluted
            
            
            9,247,010
            
            
            9,233,337
            
            
            2,731,250Net
                income (loss) per share, basic and diluted
            
            $
            0.01
            
            $
            0.01
            
            $
            (0.00
            )Number
                of shares outstanding subject to possible conversion - basic and
                diluted
            
            
            2,918,827
            
            
            2,918,827
            
            
            -Net
                income per share subject to possible conversion - basic and
                diluted
            
            $
            0.04
            
            $
            0.12
            
            $
            -




Since
      inception was July 3 2007, this column represents the comparative period for
      both the three and nine month periods ended September 30, 2008. ****


See
        notes
        to unaudited financial statements




4


**Tremisis
      Energy Acquisition Corporation II**


**(a
      corporation in the development stage)**





**Unaudited
      Condensed Statement of Stockholders’ Equity**








Retained earnings
            
            TotalCommon Stock
            
            Additional
            
            accumulated during
            
            stockholders'Shares
            
            Amount
            
            paid-in capital
            
            the development stage
            
            equityIssuance
                of common stock to initial stockholders
            
            
            2,731,250
            
            $
            273
            
            $
            24,727
            
            $
            -
            
            $
            25,000Proceeds
                from sale of 9,500,000 units through public
            
            
            6,650,950
            
            
            665
            
            
            47,405,690
            
            
            -
            
            
            47,406,355offering
                net of underwriter's discount and offering expenses andexcluding
                $22,670,940 allocable to 2,849,050 shares of commonstock
                subject to possible conversionProceeds
                from issuance of 2,650,000 warrants
            
            
            -
            
            
            -
            
            
            2,650,000
            
            
            -
            
            
            2,650,000Accretion
                of trust account relating to common stock subject to possible
                conversion
            
            
            -
            
            
            -
            
            
            (45,882
            )
            
            -
            
            
            (45,882
            )Net
                income for the period
            
            
            -
            
            
            -
            
            
            -
            
            
            76,620
            
            
            76,620Balance
                at December 31, 2007
            
            
            9,382,200
            
            $
            938
            
            $
            50,034,535
            
            $
            76,620
            
            $
            50,112,093Forfeiture
                and cancellation of common stock received from intial stockholders
                (unaudited)
            
            
            (298,082
            )
            
            (29
            )
            
            29
            
            
            -
            
            
            -Proceeds
                from sale of 232,669 units through over-allotment option, net of
                underwriter's discount and offering expenses and excluding $541,480
                allocable to 69,777 shares of common stock subject to possible conversio
                (unaudited)
            
            
            162,892
            
            
            16
            
            
            1,189,584
            
            
            -
            
            
            1,189,600Net
                income for the period (unaudited)
            
            
            -
            
            
            -
            
            
            -
            
            
            480,380
            
            
            480,380Accretion
                of trust account relating to common stock subject to possible conversion
                (unaudited)
            
            
            -
            
            
            -
            
            
            (363,323
            )
            
            -
            
            
            (363,323
            )Balance
                at September 30, 2008 (unaudited)
            
            
            9,247,010
            
            $
            925
            
            $
            50,860,825
            
            $
            557,000
            
            $
            51,418,750





See
        notes
        to unaudited financial statements


5





**Tremisis
      Energy Acquisition Corporation II**


**(a
      corporation in the development stage)**





**Unaudited
      Condensed Statements of Cash Flows**








For the period
            
            For the periodFor the nine
            
            from
                July 3, 2007
            
            from July 3, 2007months ended
            
            (inception) to
            
            (inception) toSeptember 30, 2008
            
            September 30, 2007
            
            September 30, 2008(unaudited)
            
            (unaudited)
            
            (unaudited)CASH
                FLOWS FROM OPERATING ACTIVITIESNet
                income (loss)
            
            $
            480,380
            
            $
            (2,775
            )
            $
            557,000Adjustments
                to reconcile net income (loss) to net cash provided by (used
                in)operating
                activities:(Increase)
                / decrease in interest receivable
            
            
            62,402
            
            
            
            
            
            (90,588
            )(Increase)
                / decrease in prepaid expenses
            
            
            76,749
            
            
            
            
            
            (14,037
            )Increase
                in accrued expenses
            
            
            38,752
            
            
            2,500
            
            
            46,515Increase
                in income and franchise taxes payable
            
            
            2,233
            
            
            
            
            
            53,287Net
                cash provided by (used in) operating activities
            
            
            660,516
            
            
            (275
            )
            
            552,177CASH
                FLOW FROM INVESTING ACTIVITIESCash
                equivalents held in trust
            
            
            (2,120,416
            )
            
            
            
            
            (77,715,416
            )Acquisition
                costs
            
            
            (250,663
            )
            
            
            
            
            (250,663
            )Net
                cash used in investing activities
            
            
            (2,371,079
            )
            
            
            
            
            (77,966,079
            )CASH
                FLOWS FROM FINANCING ACTIVITIESProceeds
                from issuance of shares of common stockto
                initial stockholders
            
            
            -
            
            
            25,000
            
            
            25,000Net
                proceeds from sale of units through public offering
            
            
            1,264,054
            
            
            
            
            
            51,723,290Proceeds
                from issuance of insider warrants to initial stockholders
            
            
            -
            
            
            
            
            
            2,650,000Portion
                of proceeds from sale of units through public offering allocable
                to
                sharesof
                common stock subject to possible conversion
            
            
            541,480
            
            
            
            
            
            23,212,419Registration
                costs paid
            
            
            (12,880
            )
            
            (115,491
            )
            
            (12,880
            )Proceeds
                from notes payable, stockholders
            
            
            -
            
            
            132,990
            
            
            132,990Repayment
                of notes payable, stockholders
            
            
            -
            
            
            
            
            
            (132,990
            )Net
                cash provided by financing activities
            
            
            1,792,654
            
            
            42,499
            
            
            77,597,829NET
                INCREASE (DECREASE) IN CASH
            
            
            82,091
            
            
            42,224
            
            
            183,927Cash
                at beginning of period
            
            
            101,836
            
            
            -
            
            
            -Cash
                at end of period
            
            $
            183,927
            
            $
            42,224
            
            $
            183,927Supplemental
                disclosure of non-cash investing and financing activitiesDeferred
                underwriting fee
            
            $
            74,454
            
            $
            -
            
            $
            3,114,454Accretion
                of trust account relating to common stock subject to possible
                conversion
            
            $
            363,323
            
            $
            -
            
            $
            409,205Accrued
                acquisition costs
            
            $
            222,005
            
            $
            -
            
            $
            222,005Income
                taxes paid
            
            $
            236,000
            
            $
            -
            
            $
            236,000


See notes to unaudited financial statements


6




**Tremisis
      Energy Acquisition Corporation II**


**(a
      corporation in the development stage)**





**Notes
      to Unaudited Condensed Financial Statement**




**NOTE
      1 - Organization and Business Operations**





Tremisis
      Energy Acquisition Corporation II (the "Company”) 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.





The
      Company is considered to be a development stage company and as such the
      financial statements presented herein are presented in accordance with Statement
      of Financial Accounting Standards ("SFAS") No. 7 - Accounting and Reporting
      by
      Development Stage Enterprises.





At
      September 30, 2008, the Company had not yet commenced any operations. All
      activity from July 3, 2007 (date of inception) to September 30, 2008 relates
      to
      the Company’s formation and the public offering described below.





The
      registration statement for the Company's initial public offering ("Offering")
      was declared effective December 6, 2007. The Company consummated the Offering
      on
      December 12, 2007 and the over-allotment on January 24, 2008 and received net
      proceeds of approximately $77,861,352. The Company’s management has broad
      discretion with respect to the specific application of the net proceeds of
      this
      Offering and over-allotment, 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
      effect a Business Combination. Upon the closing of the Offering and the
      over-allotment of January 24, 2008 an aggregate of $77,400,511 including the
      $2,650,000 proceeds of the Private Placement described in Note 5 and the
      $3,114,454 of deferred underwriters discount 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 engaged to assist
      the
      Company in any way in connection with the 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
      the
      Company, they will not seek recourse against the trust account or that a court
      would not conclude that such agreements are not legally
      enforceable.




7


**Tremisis
        Energy Acquisition Corporation II**
 **(a
        corporation in the development stage)**
 
 **Notes
        to Unaudited Condensed Financial Statement**




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 for 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 as necessary to satisfy
      tax
      obligations. As of September 30, 2008, an amount of $959,000 has been released
      for such purposes.





The
      Company, after signing a definitive agreement for the acquisition of a target
      business, is required to submit such transaction for stockholders' approval.
      Stockholders that vote against such proposed Business Combination and exercise
      their conversion rights are, under certain conditions described below, entitled
      to convert their share into a pro-rata distribution from the Trust Account
      (the
      "Conversion Right"). The actual per share conversion price will be equal to
      the
      amount in the Trust Account (inclusive of any interest thereon), calculated
      as
      of two business days prior to the proposed Business Combination, divided by
      the
      number of shares sold in the Offering. As a result of the Conversion Right,
      $23,212,420 (representing 29.99% of net proceeds of the public offering) plus
      accretion of $409,205 (representing 29.99% of interest earned on the trust
      account) aggregating $23,621,625 has been classified as common stock, subject
      to
      possible conversion on the accompanying balance sheet as of September 30, 2008.
      The Initial Stockholders have agreed to vote their 2,433,168 founding shares
      (after forfeiture of 298,082 shares disclosed in Note 3) of common stock in
      accordance with the manner in which the majority of the shares of common stock
      offered in the Offering are voted by the Company's public stockholders ("Public
      Stockholders") with respect to a Business Combination.





In
      the
      event that a majority of the outstanding shares of common stock voted by the
      Public Stockholders vote for the approval of a Business Combination and holders
      owning 30% or more of the outstanding common stock do not vote against the
      Business Combination and do not exercise their Conversion Rights, the Business
      Combination may then be consummated.




8


**Tremisis
        Energy Acquisition Corporation II**
 **(a
        corporation in the development stage)**
 
 **Notes
        to Unaudited Condensed Financial Statement**




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
      likely 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**





**Interim
      financial statements** - The
      accompanying unaudited financial statements have been prepared pursuant to
      the
      rules and regulations of the SEC and should be read in conjunction with the
      Company's audited financial statements and footnotes thereto for the period
      from
      inception (July 3, 2007) to December 31, 2007 included in the Company's Annual
      Report on Form 10-K. Certain information and footnote disclosures normally
      included in financial statements prepared in accordance with accounting
      principles generally accepted in the Unites States of America have been omitted
      pursuant to such rules and regulations. However, the Company believes that
      the
      disclosures are adequate to make the information presented not misleading.
      The
      financial statements reflect all adjustments (consisting primarily of normal
      recurring adjustments) that are, in the opinion of management necessary for
      a
      fair presentation of the Company's financial position, results of operations
      and
      cash flows. The operating results for the period ended September 30, 2008 are
      not necessarily indicative of the results to be expected for the full
      year.





**Cash
      Equivalents -** The
      Company considers all highly liquid investments with original maturities of
      three months or less to be cash equivalents.





**Deferred
      Acquisition Costs -** Costs
      related to proposed acquisitions are capitalized in accordance with SFAS 141
      and
      in the event the acquisition does not occur, the costs are expensed. (See
**New Accounting Pronouncements** below)





**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.





**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. Deferred
      income taxes are not material to the Company's financial position and results
      of
      operations.




9


**Tremisis
        Energy Acquisition Corporation II**
 **(a
        corporation in the development stage)**
 
 **Notes
        to Unaudited Condensed Financial Statement**




In
      July
      2006, the Financial Accounting Standards Board (“FASB”) issued Interpretation
      No. 48, Accounting For Uncertainty in Income Taxes, an interpretation of FASB
      Statement No. 109 ("FIN 48"). FIN 48 establishes new evaluation and measurement
      processes for all income tax positions taken. FIN 48 also requires expanded
      disclosure of income tax matters. The adoption of this standard had no effect
      on
      the Company's financial statements.





**Net
      Income Per Share-** Basic
      net income per share excludes dilution and is computed by dividing income
      available to common stockholders by the weighted average common shares
      outstanding for the period. Calculation of the weighted average common shares
      outstanding during the period is based on 2,731,250 initial shares outstanding
      throughout the period from July 3, 2007 (inception) to September 30, 2008,
      less
      298,082 initial shares cancelled by the Company on January 24, 2008
      (retroactively restated for this calculation to July 3, 2007), 6,650,950 common
      shares (excluding 2,849,050 shares subject to possible conversion) issued at
      the
      completion of the Offering on December 12, 2007 and 162,892 shares (excluding
      69,777 shares subject to possible conversion) from the January 24, 2008
      over-allotment option exercised. Basic net income per share subject to possible
      conversion is calculated by dividing accretion of Trust Account relating to
      common stock subject to possible conversion by 2,918,827 common shares subject
      to possible conversion. Diluted earnings per share reflects the potential
      dilution that could occur if securities or 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. The shares issuable
      upon exercise of the Warrants have been excluded from the calculation of diluted
      net income per share since the Warrants are exercisable commencing the later
      of
      one year or the completion of a Business Combination and this contingency has
      not been resolved.





**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.





**Fair
      Value Measurements** -
      In
      September 2006, the FASB issued Statement No. 157, Fair Value Measurements
      ("SFAS No. 157"). SFAS No. 157 provides guidance for using fair value to measure
      assets and liabilities. This statement clarifies the principle that fair value
      should be based on the assumptions that market participants would use when
      pricing the asset or liability. SFAS No. 157 establishes a fair value hierarchy,
      giving the highest priority to quoted prices in active markets and the lowest
      priority to unobservable data. SFAS No. 157 applies whenever other standards
      require assets or liabilities to be measured at fair value.




10


**Tremisis
        Energy Acquisition Corporation II**
 **(a
        corporation in the development stage)**
 
 **Notes
        to Unaudited Condensed Financial Statement**




Effective
      January 1, 2008, the Company implemented SFAS Statement No. 157, which did
      not
      have an impact on the Company's financial results.





The
      following table presents certain of the Company's assets that are measured
      at
      fair value as of September 30, 2008. In general, fair values determined by
      Level
      I inputs utilize quoted prices in active markets and the fair values described
      below were determined through market, observable and corroborated
      sources.


Description
              
              September 30, 2008
              
              Quoted Prices in
                Active Markets
                (Level 1)Cash
                  equivalents held in trust account
              
              $
              77,715,416
              
              $
              77,715,416


In
      accordance with provisions of FSP No FAS 157-2 Effective Date of FASB Statement
      No 157, the Company has elected to defer implementation of SFAS 157 as it
      relates to its non-financial assets and non-financial liabilities until January
      1, 2009 and is evaluating the impact, if any, this standard will have on its
      financial statements.





**New
      Accounting Pronouncements** -
      In
      December 2007, the FASB issued SFAS No. 141R, revised December 2007, "Business
      Combinations" ("SFAS 141R") which replaces SFAS 141 “Business Combinations” and
      establishes principles and requirements for how an acquirer recognizes and
      measures in its financial statements the identifiable assets acquired,
      liabilities assumed and any non-controlling interest in the acquirer and the
      goodwill acquired. SFAS 141R also establishes disclosure requirements which
      will
      enable users to evaluate the nature and financial effects of the business
      combination. This standard is effective for fiscal years beginning after
      December 15, 2008. Under
      the
      revised standard, direct costs related to proposed acquisitions are not
      considered to increase the fair value of the business acquired and therefore
      will be charged to expense. Thus, in the event the proposed acquisition to
      which
      the deferred expenses at September 30, 2008 relate does not close by year end,
      such costs will be charged to operations in the quarter ended December 31,
      2008.





Management
      does not believe that any other recently issued, but not yet effective,
      accounting standards if currently adopted would have a material effect on the
      accompanying financial statements.




11




**Tremisis
        Energy Acquisition Corporation II**
 **(a
        corporation in the development stage)**
 
 **Notes
        to Unaudited Condensed Financial Statement**
 **NOTE
        3 - Public Offering**




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 $5.00 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 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 and $55,841 of
      the
      gross proceeds of the January 24, 2008 over-allotment. The Company and the
      underwriters have agreed that payment of the balance of the underwriting
      discount of $3,040,000, from the offering and $74,454 from the over-allotment
      will not be payable unless and until the Company completes a Business
      Combination and have waived their right to receive such payment upon the
      Company’s liquidation if it is unable to complete a Business Combination.




On
      January 24, 2008, the Company consummated the closing of the sale of 232,669
      Units which were sold subject to the over-allotment option. Each Unit sold
      in
      the Offering and pursuant to the over-allotment option consisted of one share
      of
      common stock, $.0001 par value per share, and one Warrant, each to purchase
      one
      share of the Company’s common stock. The 9,732,669 Units sold in the Offering,
      including the 232,669 Units sold subject to the over-allotment option, were
      sold
      at an Offering price of $8.00 per Unit, generating total gross proceeds of
      $77,861,352. Of the gross proceeds of the offering and the private placement
      of
      warrants, $77,400,511 (or approximately $7.95 per share) was placed in the
      Trust
      Account.




On
      January 24, 2008, the Company's Initial Stockholders returned an aggregate
      of
      298,082 shares of the Company's common stock to the Company for cancellation.
      The cancellation was due to the remainder of the underwriter's over-allotment
      option expiring unexercised. Upon receipt, such shares were then immediately
      cancelled by the Company.




12


**Tremisis
        Energy Acquisition Corporation II**
 **(a
        corporation in the development stage)**
 
 **Notes
        to Unaudited Condensed Financial Statement**




**NOTE
      4 - Income and Franchise Taxes**





The
      provision for income and franchise taxes consist of the following:


For the three
                months ended
                September 30, 2008
              
              For the nine
                months ended
                September 30, 2008
              
              For the period
                from July 3, 2007
                (inception) to
                September 30, 2008Federal
                  income tax - current
              
              $
              79,000
              
              $
              237,000
              
              $
              262,000Delaware
                  franchise taxes
              
              
              7,000
              
              
              43,000
              
              
              69,054




No
      provision for state and local income taxes has been made since the Company
      was
      formed as a vehicle to effect a Business Combination and, as a result does
      not
      conduct operations and is not engaged in a trade or business in any state.
      The
      Company is incorporated in Delaware and accordingly is subject to franchise
      taxes.




**NOTE
      5 - 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 $1,700 per month commencing in January 2008.
      The
      current arrangement is month to month. For the nine months ended September
      30,
      2008 an amount of $19,905 has been incurred for rent and office support
      services.





Pursuant
      to letter of agreements which the Initial Stockholders entered 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 Stockholders 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 sold 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
      purchasers have 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.




13


**Tremisis
        Energy Acquisition Corporation II**
 **(a
        corporation in the development stage)**
 
 **Notes
        to Unaudited Condensed Financial Statement**




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
      signed on the effective date of the Offering. 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.





The
      Company has also agreed to pay the fees to the underwriters in the Offering
      as
      described in Note 3 above.





**NOTE
      6 - 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. There are no shares of preferred stock
      issued or outstanding.





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.





14


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





The
      following discussion should be read in conjunction with the Company’s Condensed
      Financial Statements and footnotes thereto contained in this
      report.





**Forward
      Looking Statements**





The
      statements discussed in this Report include forward looking statements that
      involve risks and uncertainties detailed from time to time in the Company’s
      reports filed with the Securities and Exchange Commission.





**Overview**





We
      were
      formed on July 3, 2007 as
      a
      vehicle to effect a merger, capital stock exchange, asset acquisition or other
      similar business combination with an operating business. We intend to utilize
      cash derived from the proceeds of our recently completed public offering, our
      capital stock, debt or a combination of cash, capital stock and debt, in
      effecting a business combination.





**Results
      of Operations**





For
      the
      three months ended September 30, 2008, we had net income of $174,971 which
      consisted of interest income on the trust account investment of $386,522, offset
      by general and administrative expenses of $132,551 which includes administrative
      consulting fees of $40,568, professional fees of $19,023, Delaware franchise
      tax
      of $7,000, insurance of $17,250, travel of $19,214, rent and office expenses
      of
      $28,927 and other operating costs of $569. The Company has a provision for
      Federal income taxes of $79,000.





For
      the
      nine months ended September 30, 2008, we had net income of $480,380 which
      consisted of interest income on the trust account investment of $1,211,481,
      offset by general and administrative expenses of $494,101, which includes
      administrative consulting fees of $102,836, dues and subscriptions of $28,100,
      professional fees of $106,626, Delaware franchise tax of $43,000, insurance
      of
      $51,750, travel of $113,759, rent and office expenses of $46,165 and other
      operating costs of $1,865. The Company has a provision for Federal income taxes
      of $237,000.





For
      the
      period from July 3, 2007 (inception) to September 30, 2008, we
      had
      net income of $557,000 which consisted of interest income on the trust account
      investment of $1,364,471, offset by general and administrative expenses of
      $545,471, which includes administrative consulting fees of $102,836, dues and
      subscriptions of $28,100, professional fees of $106,626, Delaware franchise
      tax
      of $69,054, insurance of $54,964, travel of $129,885, rent and office expenses
      of $46,165, formation costs of 5,650, and other operating costs of $2,191.
      The
      Company has a provision for Federal income taxes of $262,000.




15





***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 incurred
      $602,705 for 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 $75,767,295, of
      which
      $75,595,000 was deposited into the trust account. On January 24, 2008, we
      consummated the closing of the sale of 232,669 additional units which were
      sold
      subject to the underwriters' over-allotment option. The 9,732,669 units sold
      in
      the initial public offering, including the 232,669 units sold subject to the
      over-allotment option, were sold at an offering price of $8.00 per unit,
      generating total gross proceeds of $77,861,352. Of the gross proceeds of the
      offering and the private placement of warrants, $77,400,511 (or approximately
      $7.95 per share) was placed in the trust account. The net proceeds deposited
      into the trust fund remain on deposit in the trust fund and earned $1,364,471
      in
      interest through September 30, 2008. 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.




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 were repaid following our initial public offering from
      the
      proceeds of the offering.




16




**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, 2008. 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 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. 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, 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.





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.


17





**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, each
      to
      purchase one share of our common stock at an exercise price of $5.00 per share.
      On January 24, 2008, we consummated the closing of an additional 232,669 units
      which were subject to the over-allotment option. The units from the initial
      public offering (including the over-allotment option) were sold at an offering
      price of $8.00 per unit, generating total gross proceeds of $77,861,352. Merrill
      Lynch, Pierce, Fenner & Smith Incorporated acted as representative of the
      underwriters. 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 $2,335,841 in underwriting discounts and commissions and incurred
      $602,705 for other costs and expenses related to the offering and the
      over-allotment option. 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 sponsors’ warrants were $77,572,806, of which
      $77,400,511 ($75,595,000 on December 12, 2007 and $1,805,511 on January 24,
      2008) was deposited into the trust account. The remaining proceeds became
      available to be used to provide for business, legal and accounting due diligence
      on prospective business combinations and continuing general and administrative
      expenses.





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.


18





**ITEM
      6: EXHIBITS**





(a) Exhibits:





31.1
–
      Section 302 Certification by CEO





31.2
–
      Section 906 Certification by CFO





32.1
–
      Section 302 Certification by CEO





32.2
–
      Section 906 Certification by CFO


19





**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:
                November 13, 2008/s/
                Lawrence S. CobenLawrence
                S. CobenChairman
                and Chief Executive Officer(Principal
                Executive Officer)/s/
                Ronald D. OrmandRonald
                D. OrmandPresident
                and Chief Financial Officer(Principal
                Financial and Accounting
                Officer)


20