U.S.
SECURITIES AND EXCHANGE COMMISSION


Washington,
D.C. 20549





FORM
10-Q





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


SECURITIES
EXCHANGE ACT OF 1934





For the
quarterly period ended March 31, 2009





o TRANSITION REPORT UNDER
SECTION 13 OR 15(d) OF THE


SECURITIES
EXCHANGE ACT OF 1934





For the
transition period from to





Commission
file number 000-53137





Accelerated Acquisitions II,
Inc.


(Exact
name of small business issuer as specified in its charter)





Delaware


(State or
other jurisdiction of incorporation or organization)





26-2012628
 (I.R.S.
Employer Identification Number)





122 Ocean Park Blvd. Suite
307, Santa Monica, CA 90405


(Address
of Principal Offices)





(310)
396-1691


(Issuer’s
Telephone Number)





No
change


(Former
name, former address and former fiscal year, if changed since last
report)





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 o.





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.





Large
      Accelerated Filer o
              
              Accelerated
      Filer o
              
              Non-Accelerated
      Filer o
                (Do
      not check if a smaller
                reporting
      company)
              
              Smaller
      Reporting Company þ





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





APPLICABLE
ONLY TO CORPORATE ISSUERS





State the
number of shares outstanding of each of the issuer’s classes of common equity,
as of the latest practicable date: 5,000,000 shares of common stock, par value
$.0001 per share, outstanding as of May 1, 2009.





Transitional Small Business Disclosure
Format (Check one): Yeso Nox







ACCELERATED
ACQUISITIONS II, INC.





-
INDEX -




Page(s)PART
      I – FINANCIAL INFORMATION:Item
      1.
                      Financial
      Statements (unaudited):Balance
      Sheets as of March 31, 2009 and December 31, 2008
                      F-1Statements
      of Operations for the three months ended March 31, 2009 and for the
      Cumulative Period from Inception (February 15, 2008) to March 31,
      2009
                      F-2Statements
      of Cash Flows for the three months ended March 31, 2009 and for the
      Cumulative Period from Inception (February 15, 2008) to March 31,
      2009
                      F-3Notes
      to Financial Statements
                      F-4 – F-8Item 2.
                      Management's
      Discussion and Analysis of Financial Condition and Results of
      Operations
                      1Item
      3.
                      Quantitative
      and Qualitative Disclosures About Market Risk
                      2Item 4A(T).
      Controls and Procedures
                      3PART
      II – OTHER INFORMATION:Item
      1.
                      Legal
      Proceedings
                      3Item
      2.
                      Unregistered
      Sales of Equity Securities and Use of Proceeds
                      3Item
      3.
                      Defaults
      Upon Senior Securities
                      3Item
      4.
                      Submission
      of Matters to a Vote of Security Holders
                      3Item
      5.
                      Other
      Information
                      3Item 6.
                      Exhibits
                      4Signatures
                      4







ACCELERATED ACQUISITIONS II,
INC.


A
Development Stage Company


BALANCE
SHEETS





March 31
                  
                  
                  December 31,2009
                  
                  
                  2008(unaudited)
                  
                  
                  (audited)ASSETSCURRENT
      ASSETS:Cash
      and cash equivalents
                  
                  $
                  691
                  
                  
                  $
                  691TOTAL
      ASSETS
                  
                  $
                  691
                  
                  
                  $
                  691LIABILITIES
      AND STOCKHOLDER’S EQUITYCURRENT
      LIABILITIESAccrued
      expenses
                  
                  $
                  2,527
                  
                  
                  $
                  3,527Shareholder
      advances
                  
                  
                  2,750
                  
                  
                  
                  -TOTAL
      LIABILITIES
                  
                  $
                  5,277
                  
                  
                  $
                  3,527STOCKHOLDER’S
      DEFICIT:Preferred
      stock, $.001 par value; 10,000,000 shares authorized; none issued and
      outstanding
                  
                  
                  
                  
                  
                  
                  -Common
      stock, $.001 par value; 100,000,000 shares authorized; 5,000,000 shares
      issued and outstanding
                  
                  
                  500
                  
                  
                  
                  500Additional
      paid-in capital
                  
                  
                  7,500
                  
                  
                  
                  7,500Deficit
      accumulated during the development stage
                  
                  
                  (12,586
                  )
                  
                  
                  (10,836
                  )TOTAL
      STOCKHOLDER’S DEFICIT
                  
                  
                  (4,586
                  )
                  
                  
                  (2,836
                  )TOTAL
      LIABILITIES AND STOCKHOLDER’S DEFICIT
                  
                  $
                  691
                  
                  
                  $
                  691





See
notes to unaudited financial statements.


F-1


ACCELERATED ACQUISITIONS II,
INC.


A
Development Stage Company


STATEMENTS OF
OPERATIONS


(unaudited)





For the three
                    months ended
                    Mar 31, 2009
                  
                  
                  For the
                    Cumulative
                    Period from
                    Inception
                    (February 15,
                    2008) through
                    Mar. 31,
                    2009REVENUE
                  
                  $
                  -
                  
                  
                  $
                  -General
      and administrative expenses
                  
                  
                  1,750
                  
                  
                  
                  12,136NET
      LOSS
                  
                  $
                  (1,750
                  )
                  
                  $
                  (12,136
                  )BASIC
      AND DILUTED NET LOSS PER SHARE
                  
                  $
                  $(0.00
                  )
                  
                  $
                  $(0.00
                  )WEIGHTED
      AVERAGE NUMBER OF COMMON SHARES OUTSTANDING
                  
                  
                  5,000,000
                  
                  
                  
                  5,000,000





See
notes to unaudited financial statements.


F-2





ACCELERATED ACQUISITIONS II,
INC.


A
Development Stage Company


STATEMENTS OF CASH
FLOWS


(unaudited)





For the
                    Three
                    Months
                    ended
                    Mar 31,2009
                  
                  
                  For the
                    Cumulative
                    Period from
                    Inception
                    (June 27,
                    2008)
                    through
                    Mar 31,
                    2009CASH
      FLOWS FROM OPERATING ACTIVITIES:Net
      (loss)
                  
                  $
                  (1,750
                  )
                  
                  $
                  (12,586
                  )Increase
      (decrease) in accounts payable
                  
                  
                  (1,000
                  )
                  
                  
                  2,527Net
      cash used by operating activities
                  
                  
                  (2,750
                  )
                  
                  
                  (10,059
                  )CASH
      FLOWS FROM FINANCING ACTIVITIES:Proceeds
      from the issuance of common stock
                  
                  
                  -
                  
                  
                  
                  8,000Shareholder
      Advances
                  
                  
                  2,750
                  
                  
                  
                  2,750Net
      cash provided by financing activities
                  
                  
                  2,750
                  
                  
                  
                  10,750NET
      (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS
                  
                  
                  -
                  
                  
                  
                  691Cash
      and cash equivalents at beginning of period
                  
                  
                  691
                  
                  
                  
                  -CASH
      AND CASH EQUIVALENTS AT END OF PERIOD
                  
                  $
                  691
                  
                  
                  $
                  691




See
notes to unaudited financial statements.


F-3


ACCELERATED ACQUISITIONS II,
INC.


A
Development Stage Company


NOTES TO FINANCIAL
STATEMENTS


MARCH 31,
2009





NOTE 1    
      -
            ORGANIZATION AND SUMMARY OF
      SIGNIFICANT ACCOUNTING
POLICIES:





(a)
            Organization and
      Business:





Accelerated
Acquisitions II, Inc. (“the Company”) was incorporated in the state of Delaware
on February 15, 2008 for the purpose of raising capital that is intended to be
used in connection with its business plan which may include a possible merger,
acquisition or other business combination with an operating
business.





The
Company is currently in the development stage. All activities of the Company to
date relate to its organization, initial funding and share
issuances.





(b)
            Basis of Presentation/Going
      Concern:




The
accompanying financial statements have been prepared on a going concern basis,
which assumes the Company will realize its assets and discharge its liabilities
in the normal course of business. As reflected in the accompanying financial
statements, the Company has a deficit accumulated during the development stage
of $12,586, used cash from operations of $10,059 since its inception, and has
negative working capital of $4,586 at March 31, 2009. The Company’s ability to
continue as a going concern is dependent upon its ability to generate future
profitable operations and/or to obtain the necessary financing to meet its
obligations and repay its liabilities arising from normal business operations
when they come due. The Company’s ability to continue as a going concern is also
dependent on its ability to find a suitable target company and enter into a
possible reverse merger with such company. Management’s plan includes obtaining
additional funds by equity financing through a reverse merger transaction and/or
related party advances, however there is no assurance of additional funding
being available. These conditions raise substantial doubt about the Company’s
ability to continue as a going concern. The accompanying financial statements do
not include any adjustments that might arise as a result of this
uncertainty.





(c)
            Use of
      Estimates:





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





(d)
            Cash and Cash
      Equivalents:





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


F-4





ACCELERATED ACQUISITIONS II,
INC.


A
Development Stage Company


NOTES TO FINANCIAL
STATEMENTS


MARCH 31,
2009





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




(e)
            Income
    Taxes:





The
Company utilizes the liability method of accounting for income taxes. Under the
liability method deferred tax assets and liabilities are determined based on the
differences between financial reporting basis and the tax basis of the assets
and liabilities and are measured using enacted tax rates and laws that will be
in effect, when the differences are expected to reverse. An allowance against
deferred tax assets is recognized, when it is more likely than not, that such
tax benefits will not be realized.





(f)
            Loss per Common
      Share:





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





(g)
            Fair Value of Financial
      Instruments:





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





NOTE 2    
      -
            CAPITAL
    STOCK:





The total
number of shares of capital stock which the Company has authority to issue is
one hundred ten million (110,000,000). These shares are divided into two classes
with 100,000,000 shares designated as common stock at $.0001 par value (the
“Common Stock”) and 10,000,000 shares designated as preferred stock at $.0001
par value (the “Preferred Stock”). The Preferred stock of the Company shall be
issued by the Board of Directors of the Company in one or more classes or one or
more series within any class and such classes or series shall have such voting
powers, full or limited, or no voting powers, and such designations,
preferences, limitations or restrictions as the Board of Directors of the
Company may determine, from time to time.





Holders
of shares of Common stock shall be entitled to cast one vote for each share held
at all stockholders’ meetings for all purposes, including the election of
directors. The Common Stock does not have cumulative voting rights.





No holder
of shares of stock of any class shall be entitled as a matter of right to
subscribe for or purchase or receive any part of any new or additional issue of
shares of stock of any class, or of securities convertible into shares of stock
of any class, whether now hereafter authorized or whether issued for money, for
consideration other than money, or by way of dividend.


F-5


ACCELERATED ACQUISITIONS II,
INC.


A
Development Stage Company


NOTES TO FINANCIAL
STATEMENTS


MARCH 31,
2009





NOTE 2    
      -
            CAPITAL STOCK
      (Continued):





On
February 15, 2008, the Company issued 5,000,000 shares of Common stock at a
purchase price of $.0016 per share, for an aggregate purchase price of
$8,000.00.




NOTE 3    
      -
            RECENT ACCOUNTING
      PRONOUNCEMENTS:





In
September 2006, the Financial Accounting Standard Board issued SFAS No. 157
“Fair Value Measurement” that provides enhanced guidance for using fair value to
measure assets and liabilities. The standard applies whenever other standards
require (or permit) assets or liabilities to be measured at fair value. The
standard does not expand the use of fair value in any new
circumstances.





This
Statement is effective for financial statements issued for fiscal years
beginning after November 15, 2007, and interim periods within those fiscal
years. Earlier application is encouraged, provided that the reporting entity has
not yet issued financial statements for that fiscal year, including financial
statements for an interim period within that fiscal year. Currently this
pronouncement has no effect on our financial statements.





In
July 2006, the Financial Accounting Standards Board (FASB) issued FASB
Interpretation No. 48, Accounting for Uncertainty in Income Taxes—an
interpretation of FASB Statement No. 109 (FIN 48), which provides
clarification related to the process associated with accounting for uncertain
tax positions recognized in consolidated financial statements. FIN 48
prescribes a more-likely-than-not threshold for financial statement recognition
and measurement of a tax position taken, or expected to be taken, in a tax
return. FIN 48 also provides guidance related to, among other things,
classification, accounting for interest and penalties associated with tax
positions, and disclosure requirements. Currently this pronouncement has no
effect on our financial statements.





FSP FAS
123(R)-5 was issued on October 10, 2006. The FSP provides that instruments that
were originally issued as employee compensation and then modified, and that
modification is made to the terms of the instrument solely to reflect an equity
restructuring that occurs when the holders are no longer employees, then no
change in the recognition or the measurement (due to a change in classification)
of those instruments will result if both of the following conditions are met:
(a). There is no increase in fair value of the award (or the ratio of intrinsic
value to the exercise price of the award is preserved, that is, the holder is
made whole), or the anti-dilution provision is not added to the terms of the
award in contemplation of an equity restructuring; and (b). All holders of the
same class of equity instruments (for example, stock options) are treated in the
same manner. The provisions in this FSP shall be applied in the first reporting
period beginning after the date the FSP is posted to the FASB website.
Currently, this pronouncement has no effect on our financial
statements.


F-6





ACCELERATED ACQUISITIONS II,
INC.


A
Development Stage Company


NOTES TO FINANCIAL
STATEMENTS


MARCH 31,
2009





NOTE 3    
      -
            RECENT ACCOUNTING PRONOUNCEMENTS
      (Continued):





In
February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for
Financial Assets and Financial Liabilities” (“SFAS No. 159”). SFAS No. 159
permits entities to choose to measure, on an item-by-item basis, specified
financial instruments and certain other items at fair value. Unrealized gains
and losses on items for which the fair value option has been elected are
required to be reported in earnings at each reporting date. SFAS No. 159 is
effective for fiscal years beginning after November 15, 2007, the provisions of
which are required to be applied prospectively. Currently this pronouncement has
no effect on our financial statements.





In
December 2007, the Financial Accounting Standards Board (“FASB”) issued
Statement of Financial Accounting Standards (“SFAS”) No. 141 (revised
2007), Business Combinations, which replaces SFAS No 141. The statement retains
the purchase method of accounting for acquisitions, but requires a number of
changes, including changes in the way assets and liabilities are recognized in
the purchase accounting. It also changes the recognition of assets acquired and
liabilities assumed arising from contingencies, requires the capitalization of
in-process research and development at fair value, and requires the expensing of
acquisition-related costs as incurred. SFAS No. 141R is effective
for business combinations for which the acquisition date is on or after the
beginning of the first annual reporting period beginning on or after December
15, 2008. The adoption of SFAS 141 is not currently expected to have a material
effect on the Company’s financial position, results of operations, or cash
flows.





In
December 2007, the FASB issued SFAS No. 160. “Noncontrolling Interests in
Consolidated Financial Statements-and Amendment of ARB No. 51.” SFAS 160
establishes accounting and reporting standards pertaining to ownership interests
in subsidiaries held by parties other than the parent, the amount of net income
attributable to the parent and to the noncontrolling interest, changes in a
parent’s ownership interest, and the valuation of any retained noncontrolling
equity investment when a subsidiary is deconsolidated. This statement also
establishes disclosure requirements that clearly identify and distinguish
between the interests of the parent and the interests of the noncontrolling
owners. SFAS 160 is effective for fiscal years beginning on or after December
15, 2008. The adoption of SFAS 160 is not currently expected to have a material
effect on the Company’s financial position, results of operations, or cash
flows.





In March
2008, the Financial Accounting Standards Board (FASB) issued FASB Statement No.
161, Disclosures about
Derivative Instruments and Hedging Activities. The new standard is
intended to improve financial reporting about derivative instruments and hedging
activities by requiring enhanced disclosures to enable investors to better
understand their effects on an entity’s financial position, financial
performance, and cash flows. It is effective for financial statements issued for
fiscal years and interim periods beginning after November 15, 2008, with early
application encouraged. The company is currently evaluating the impact of
adopting SFAS. No. 161 on its financial statements.





Effective
January 1, 2009, the Company adopted Financial Accounting Standards Board's
(FASB) Statement No. 160 (FAS 160), “Noncontrolling Interests in Consolidated
Financial Statements – an Amendment of ARB No. 51.” FAS 160 changed the
accounting and reporting for minority interests, which will be recharacterized
as noncontrolling interests and classified as a component of equity.  FAS
160 required retrospective adoption of the presentation and disclosure
requirements for existing minority interests.  All other requirements of
FAS 160 will be applied prospectively.  The adoption of FAS 160 did not
have a material impact on the Corporation’s financial
statements.


F-7





ACCELERATED ACQUISITIONS II,
INC.


A
Development Stage Company


NOTES TO FINANCIAL
STATEMENTS


MARCH 31,
2009





NOTE 4    
      -
            INTERIM FINANCIAL
      STATEMENTS:





The
accompanying Interim Financial Statements have been prepared in accordance with
accounting principles generally accepted for interim financial statement
presentation and in accordance with the instructions to Regulations
S-K.  Accordingly, they do not include all of the information and
footnotes required by accounting principles generally accepted in the United
States for complete financial statement presentation. In the opinion of
management, all adjustments for a fair statement of the results and operations
and financial position for the interim periods presented have been
included.





All such
adjustments are of a normal recurring nature. The financial information should
be read in conjunction with the Financial Statements and notes thereto included
in the Company’s Annual Report for the period ended December 31, 2008 and its
Registration Statement on Form 10.


F-8





Item
2. Management’s Discussion and Analysis of Financial Condition and Results of
Operations.





Accelerated
Acquisitions II, Inc. (“we”, “our”, “us” or the “Company”) was organized as a
vehicle to investigate and, if such investigation warrants, acquire a target
company or business seeking the perceived advantages of being a publicly held
corporation. Our principal business objective for the next 12 months and beyond
such time will be to achieve long-term growth potential through a combination
with a business rather than immediate, short-term earnings. The Company will not
restrict our potential candidate target companies to any specific business,
industry or geographical location and, thus, may acquire any type of
business.





Results of
Operations





For the
three months ending March 31, 2009, the Company had no activities that produced
revenues from operations.





For the
three months ending March 31, 2009, the Company had no revenues and incurred
general and administrative expenses of $1,750.





For the
period from inception (February 15, 2008) through March 31, 2009, the Company
had no activities that produced revenues from operations and had a net loss of
$(12,586), due to legal, accounting, audit and other professional service fees
incurred in relation to the formation of the Company and the filing of the
Company’s Registration Statement on Form 10 filed in March 2008 and other
SEC-related compliance matters..





Liquidity
and Capital Resources





As of
March 31, 2009, the Company had assets equal to $691 comprised exclusively of
cash. The Company had current liabilities of $5,277 as of March 31,
2009.





The
following is a summary of the Company's cash flows from operating, investing,
and financing activities:




For the
Cumulative Period from Inception (February 15, 2008) through March 31,
2009




Operating
      activities
                    
                    $
                    (10,059
                    )Investing
      activities
                    
                    
                    -Financing
      activities
                    
                    $
                    10,750Net
      effect on cash
                    
                    $
                    691




The
Company has nominal assets and has generated no revenues since inception. The
Company is also dependent upon the receipt of capital investment or other
financing to fund its ongoing operations and to execute its business plan of
seeking a combination with a private operating company. If continued funding and
capital resources are unavailable at reasonable terms, the Company may not be
able to implement its plan of operations.





Plan
of Operations





The
Company currently does not engage in any business activities that provide cash
flow. The costs of investigating and analyzing business combinations for the
next 12 months and beyond such time will be paid with money in our
treasury.


1





During
the next twelve months we anticipate incurring costs related to:





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





(ii)
            consummating an
      acquisition.





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





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





Since our
Registration Statement on Form 10SB became effective, our officers and sole
director have had limited contact or discussions with representatives of other
entities regarding a business combination with us. Any target business that is
selected may be a financially unstable company or an entity in its early stages
of development or growth, including entities without established records of
sales or earnings. In that event, we will be subject to numerous risks inherent
in the business and operations of financially unstable and early stage or
potential emerging growth companies. In addition, we may effect a business
combination with an entity in an industry characterized by a high level of risk,
and, although our management will endeavor to evaluate the risks inherent in a
particular target business, there can be no assurance that we will properly
ascertain or assess all significant risks.





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





Off-Balance
Sheet Arrangements




The
Company does not have any off-balance sheet arrangements that have or are
reasonably likely to have a current or future effect on the Company’s financial
condition, changes in financial condition, revenues or expenses, results of
operations, liquidity, capital expenditures or capital resources that is
material to investors.





ITEM
3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK





As a
“smaller reporting company” as defined by Item 10 of Regulation S-K, the Company
is not required to provide information required by this Item.


2





Item 4A(T). CONTROLS AND
PROCEDURES




Evaluation of Disclosure Controls
and Procedures




Under the
supervision and with the participation of our management, including our
principal executive officer and principal financial officer, we conducted an
evaluation of our disclosure controls and procedures, as such term is defined
under Rule 13a-15(e) and Rule 15d-15(e) promulgated under the Securities
Exchange Act of 1934, as amended (Exchange Act), as of March 31, 2009. Based on
this evaluation, our principal executive officer and principal financial officer
have concluded that our disclosure controls and procedures are effective to
ensure that information required to be disclosed by us in the reports we file or
submit under the Exchange Act is recorded, processed, summarized, and reported
within the time periods specified in the Securities and Exchange Commission’s
rules and forms and that our disclosure and controls are designed to ensure that
information required to be disclosed by us in the reports that we file or submit
under the Exchange Act is accumulated and communicated to our management,
including our principal executive officer and principal financial officer, or
persons performing similar functions, as appropriate to allow timely decisions
regarding required disclosure.




Changes
in Internal Control Over Financial Reporting




There
were no changes (including corrective actions with regard to significant
deficiencies or material weaknesses) in our internal controls over financial
reporting that occurred during the first quarter of fiscal 2009 that has
materially affected, or is reasonably likely to materially affect, our internal
control over financial reporting.





PART II — OTHER
INFORMATION





Item
1. Legal Proceedings.





To the
best knowledge of the sole officer and sole director, the Company is not a party
to any legal proceeding or litigation.





Item 2. Unregistered Sales of Equity
Securities and Use of Proceeds.None.





Item 3. Defaults Upon Senior
Securities. None.





Item 4. Submission of Matters to a
Vote of Security Holders. None.





Item 5. Other Information.
None.


3


Item
6. Exhibits.








Exhibit
                No.
              
              Description31
              
              Certification
      of the Company’s Principal Executive Officer and Principal Financial
      Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, with
      respect to the registrant’s Quarterly Report on Form 10-Q for the quarter
      ended March 31, 2009.32
              
              Certification
      of the Company’s Principal Executive Officer  and Principal
      Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant
      to Section 906 of the Sarbanes Oxley Act of
  2002.





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.




Dated:
      May 11, 2009ACCELERATED
      ACQUISITIONS II, INC.By:
                /s/ Timothy J.
      NeherTimothy
      J. NeherPresident


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EXHIBIT
INDEX





Exhibit
                No.
              
              Description31
              
              Certification
      of Principal Executive Officer and Principal Financial Officer filed
      pursuant to Section 302 of the Sarbanes-Oxley Act of
  2002.32
              
              Certification
      of Principal Executive Officer and Principal Financial Officer furnished
      pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of
      the Sarbanes-Oxley Act of
2002.


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