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 March
      31, 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 May
      15, 2008, 12,165,837 shares of common stock, par value $.0001 per share, were
      issued and outstanding.











PagePart
                I: Financial Information:Item
                1 – Unaudited Financial Statements:Condensed
                Balance Sheets
            
            
            3Condensed
                Statements of Operations
            
            
            4Condensed
                Statement of Stockholders’ Equity
            
            
            5Condensed
                Statement of Cash Flows
            
            
            6Notes
                to Unaudited Condensed Financial Statements
            
            
            7Item
                2 – Management’s Discussion and Analysis or 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**





March 31, 2008
            
            December 31, 2007(unaudited)ASSETSCurrent
                assets:Cash
            
            $
            11,049
            
            $
            101,836Cash
                equivalents held in trust (Note 1)
            
            
            77,930,024
            
            
            75,595,000Interest
                receivable on cash equivalents held in trust
            
            
            119,943
            
            
            152,990Prepaid
                expenses
            
            
            48,538
            
            
            90,786Total
                current assets
            
            
            78,109,554
            
            
            75,940,612Total
                assets
            
            $
            78,109,554
            
            $
            75,940,612LIABILITIES
                AND STOCKHOLDERS' EQUITYCurrent
                liabilities:Accrued
                registration costs
            
            $
            -
            
            $
            12,880Accrued
                expenses
            
            
            113,059
            
            
            7,763Income
                and franchise taxes payable
            
            
            127,000
            
            
            51,054Deferred
                underwriting fee (Note 3)
            
            
            3,114,454
            
            
            3,040,000Total
                current liabilities
            
            
            3,354,513
            
            
            3,111,697Common
                  stock subject to possible conversion (2,918,827 and 2,849,050 sharesat
                  conversion value) (Note 1)
            
            
            23,408,185
            
            
            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
                  2,849,050
                  shares subject to conversion, respectively)
            
            
            925
            
            
            938Additional
                paid in capital
            
            
            51,074,265
            
            
            50,034,535Retained
                earnings accumulated during the development stage
            
            
            271,666
            
            
            76,620Total
                stockholders' equity
            
            
            51,346,856
            
            
            50,112,093Total
                liabilities and stockholders' equity
            
            $
            78,109,554
            
            $
            75,940,612





*See
      notes to unaudited condensed financial statements.*





3





**Tremisis
      Energy Acquisition Corporation II**


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





**Unaudited
      Condensed Statements of Operations**





For the periodFor the three
            
            from July 3, 2007months ended
            
            (inception) toMarch 31, 2008
            
            March 31, 2008(unaudited)
            
            (unaudited)Interest
                income
            
            $
            496,443
            
            $
            649,433Expenses:General
                and administrative
            
            
            158,147
            
            
            174,599Franchise
                tax (Note 4)
            
            
            18,000
            
            
            44,054Insurance
            
            
            17,250
            
            
            20,464Formation
                costs
            
            
            -
            
            
            5,650Total
                expenses
            
            
            193,397
            
            
            244,767Net
                income before taxes
            
            
            303,046
            
            
            404,666Provision
                for income taxes (Note 4)
            
            
            108,000
            
            
            133,000Net
                income for the period
            
            
            195,046
            
            
            271,666Accretion
                  of trust account relating to commonstock
                  subject to possible conversion
            
            
            (149,883
            )
            
            (195,765
            )Net
                income attributable to common stockholders
            
            $
            45,163
            
            $
            75,901Weighted
                average number of shares outstanding -basic
                and diluted
            
            
            9,205,839
            
            
            5,177,974Net
                income per share, basic and diluted
            
            $
            0.00
            
            $
            0.01Number
                  of shares outstanding subject to possibleconversion
                  - basic and diluted
            
            
            2,918,827
            
            
            2,918,827Net
                income per share subject to possible conversion - basic and
                diluted
            
            $
            0.05
            
            $
            0.07





*See
      notes to unaudited condensed 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 offering net of underwriter's
                discount and offering expenses and excluding $22,670,940 allocable
                to
                2,849,050 shares of common stock subject to possible
                conversion
            
            
            6,650,950
            
            
            665
            
            
            47,405,690
            
            
            -
            
            
            47,406,355Proceeds
                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 initial stockholders
                (note
                3) (unaudited)
            
            
            (298,082
            )
            
            (29
            )
            
            29
            
            
            -
            
            
            -Proceeds
                  from sale of 232,669 units through over-allotment option, net ofunderwriter's
                  discount and offering expenses and excluding $541,480 allocable
                  to 69,777
                  shares of common stock subject to possible conversion
                  (unaudited)
            
            
            162,892
            
            
            16
            
            
            1,189,584
            
            
            -
            
            
            1,189,600Net
                income for the period (unaudited)
            
            
            
            
            
            
            
            
            
            
            
            195,046
            
            
            195,046Accretion
                  of trust account relating to common stock subject topossible
                  conversion (unaudited)
            
            
            -
            
            
            -
            
            
            (149,883
            )
            
            -
            
            
            (149,883
            )Balance
                at March 31, 2008 (unaudited)
            
            
            9,247,010
            
            $
            925
            
            $
            51,074,265
            
            $
            271,666
            
            $
            51,346,856





*See
      notes to unaudited condensed financial statements.*





5





**Tremisis
      Energy Acquisition Corporation II**


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





**Unaudited
      Condensed Statement of Cash Flows**





For the periodFor the three
            
            from July 3, 2007months ended
            
            (inception) toMarch 31, 2008
            
            March 31, 2008(unaudited)
            
            (unaudited)CASH
                FLOWS FROM OPERATING ACTIVITIESNet
                income
            
            $
            195,046
            
            $
            271,666Adjustments
                  to reconcile net income to net cash used inoperating
                  activities:(Increase)
                / decrease in interest receivable
            
            
            33,047
            
            
            (119,943
            )(Increase)
                / decrease in prepaid expenses
            
            
            42,248
            
            
            (48,538
            )Increase
                in accrued expenses
            
            
            105,296
            
            
            113,059Increase
                in income and franchise taxes payable
            
            
            75,946
            
            
            127,000Net
                cash provided by operating activities
            
            
            451,583
            
            
            343,244CASH
                FLOW FROM INVESTING ACTIVITIESCash
                equivalents held in trust
            
            
            (2,335,024
            )
            
            (77,930,024
            )Net
                cash used in investing activities
            
            
            (2,335,024
            )
            
            (77,930,024
            )CASH
                FLOWS FROM FINANCING ACTIVITIESProceeds
                  from issuance of shares of common stockto
                  initial stockholders
            
            
            -
            
            
            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
            )
            
            (12,880
            )Proceeds
                from notes payable, stockholders
            
            
            -
            
            
            132,990Repayment
                of notes payable, stockholders
            
            
            -
            
            
            (132,990
            )Net
                cash provided by financing activities
            
            
            1,792,654
            
            
            77,597,829NET
                INCREASE (DECREASE) IN CASH
            
            $
            (90,787
            )
            $
            11,049Cash
                at beginning of period
            
            
            101,836
            
            
            -Cash
                at end of period
            
            $
            11,049
            
            $
            11,049Supplemental
                disclosure of non-cash financing activitiesDeferred
                underwriting fee
            
            $
            74,454
            
            $
            3,114,454Accretion
                of trust account relating to common stock subject to possible
                conversion
            
            
            149,883
            
            
            195,765Income
              Taxes Paid
            
            
            24,000
            
            
            24,000





*See
      notes to unaudited condensed 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
      March
      31, 2008, the Company had not yet commenced any operations. All activity from
      July 3, 2007 (date of inception) to March 31, 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 $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 6 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.





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 plus accretion of $195,765 aggregating $23,408,185  (representing
      29.99% cash and interest held in trust) has been classified as common stock,
      subject to possible conversion on the accompanying balance sheet as of March
      31,
      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 only 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 March 31, 2008 are not
      necessarily indicative of the results to be expected for any other interim
      period of any future year.





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





**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 did not have
      a
      material 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 March 31, 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 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 March 31, 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
            
            March 31, 2008
            
            Quoted Prices in
              Active Markets
              (Level 1)Cash
                equivalents held in trust account
            
            $
            77,930,024
            
            $
            77,930,024





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.





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**





For
      the
      period July 3, 2007 (inception) to March 31, 2008, the provision for income
      and
      franchise taxes consist of the following:




For the periodFor the three
            
            from July 3, 2007months ended
            
            (inception) toMarch 31, 2008
            
            March 31, 2008Federal
                income tax - current
            
            $
            108,000
            
            $
            133,000Delaware
                franchise taxes
            
            
            18,000
            
            
            44,054




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.





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.




14




**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) 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.




15




**ITEM
      2.**  **MANAGEMENT'S
      DISCUSSION AND ANALYSIS OR PLAN OF OPERATION**





The
      following discussion should be read in conjunction with the Company’s
      Consolidated 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 March 31, 2008, we had net income of $195,046 derived
      from $496,443 of interest income, $193,397 in expenses and $108,000 for income
      taxes.





For
      the
      period from July 3, 2007 (inception) to March 31, 2008, we had net income of
      $271,666 derived from $649,433 of interest income, $244,767 in expenses and
      $133,000 for income taxes.




**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 $649,433 in interest through March 31, 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.




16




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.




17




**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 March 31, 2008. Based upon his evaluation, chief executive
      officer and chief financial officer 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. 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.





18





**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.




19




**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


20





**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:
                May 15, 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)





21