U.S.
SECURITIES AND EXCHANGE COMMISSION


Washington,
D.C. 20549





Form
10-K





(Mark
One)





x ANNUAL REPORT
UNDER SECTION 13 OR 15(d)


OF
THE SECURITIES EXCHANGE ACT OF 1934





For the
fiscal year ended September 30, 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 000-52732


_______________________________________________





Vision
Acquisition II, Inc.


(Exact
name of registrant as specified in its charter)


______________________________________________


Delaware
              
              16-1779003(State
      or other jurisdiction of
              
              (I.R.S.
      Employerincorporation
      or organization)
              
              Identification
      No.)





c/o
Vision Capital Advisors, LLC 20 West 55th Street
5th
Floor. New York, NY 10019


————————————————————————————


(Address
of principal executive offices)





(212)
849-8225


———————————————————-


(Registrant’s
telephone number, including area code)


_____________________________________________





Securities
registered under Section 12(b) of the Exchange Act:





None.





Securities
registered under Section 12(g) of the Exchange Act:





Common
Stock, $0.0001 par value per share


——————————————


(Title of
Class)





Check
whether the registrant is a well-known seasoned issuer, as defined in Rule 405
of the Securities Act.  Yes o  No x





Check
whether the registrant is required to file reports pursuant to Section 13 or
15(d) of the Exchange Act. Yes x  No o





Check
whether the registrant (1) has filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the preceding 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. Yes x  No o





Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files.  Yes o No o





Check if
there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-K (§229.405 of this chapter) contained herein, and no disclosure
will be contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K. x





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





Large
      Accelerated Filer o
              
              Accelerated
      FileroNon-accelerated
      Filer     o
              
              Smaller
      Reporting Company  x(Do
      not check if a smaller reporting company.)





Check
whether the issuer is a shell company (as defined in Rule 12b-2 of the Exchange
Act).  Yes x No





As of
September 30, 2009 and as of the date hereof there are 41 non-affiliate holders
of common stock of the Company, holding 685,000 shares of the Company’s common
stock.





APPLICABLE
ONLY TO CORPORATE REGISTRANTS





As of
December 29, 2009, there were 5,685,000 shares of common stock, par value
$.0001, outstanding.







FORWARD-LOOKING
STATEMENTS





Certain
statements made in this Annual Report on Form 10-K are “forward-looking
statements” (within the meaning of the Private Securities Litigation Reform Act
of 1995) regarding the plans and objectives of management for future operations.
Such statements involve known and unknown risks, uncertainties and other factors
that may cause actual results, performance or achievements of Vision Acquisition
II, Inc. (the “Company”) to be materially different from any future results,
performance or achievements expressed or implied by such forward-looking
statements. The forward-looking statements included herein are based on current
expectations that involve numerous risks and uncertainties. The Company's plans
and objectives are based, in part, on assumptions involving the continued
expansion of business. Assumptions relating to the foregoing involve judgments
with respect to, among other things, future economic, competitive and market
conditions and future business decisions, all of which are difficult or
impossible to predict accurately and many of which are beyond the control of the
Company. Although the Company believes its assumptions underlying the
forward-looking statements are reasonable, any of the assumptions could prove
inaccurate and, therefore, there can be no assurance the forward-looking
statements included in this Report will prove to be accurate. In light of the
significant uncertainties inherent in the forward-looking statements included
herein, the inclusion of such information should not be regarded as a
representation by the Company or any other person that the objectives and plans
of the Company will be achieved.


2


PART I





Item 1. Description of Business.





Vision
Acquisition II, Inc. (“we”, “us”, “our”, the "Company") was incorporated in the
State of Delaware on October 6, 2006. Since inception, the Company has been
engaged in organizational efforts and obtaining initial
financing.  The Company was formed as a vehicle to pursue a business
combination and has made no efforts to identify a possible business
combination.  As a result, the Company has not conducted negotiations
or entered into a letter of intent concerning any target business. The business
purpose of the Company is to seek the acquisition of, or merger with, an
existing company.  The Company selected September 30 as its fiscal
year end.





The
Company is currently considered to be a "blank check" company. The U.S.
Securities and Exchange Commission (the “SEC”) defines those companies as "any
development stage company that is issuing a penny stock, within the meaning of
Section 3 (a)(51) of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”), and that has no specific business plan or purpose, or has
indicated that its business plan is to merge with an unidentified company or
companies." Under SEC Rule 12b-2 under the Exchange Act, the Company also
qualifies as a “shell company,” because it has no or nominal assets (other than
cash) and no or nominal operations.  Many states have enacted
statutes, rules and regulations limiting the sale of securities of "blank check"
companies in their respective jurisdictions. Management does not intend to
undertake any efforts to cause a market to develop in our securities, either
debt or equity, until we have successfully concluded a business combination. The
Company intends to comply with the periodic reporting requirements of the
Exchange Act for so long as it is subject to those requirements.





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





The
analysis of new business opportunities will be undertaken by or under the
supervision of Antti William Uusiheimala, our President and sole director,
Jonathan D. Shane, our Secretary, and David Berger, our Chief Financial Officer.
As of this date the Company has not entered into any definitive agreement with
any party, nor have there been any specific discussions with any potential
business combination candidates regarding business opportunities for the
Company. The Company has unrestricted flexibility in seeking, analyzing and
participating in potential business opportunities. In its efforts to analyze
potential acquisition targets, the Company will consider the following kinds of
factors:





(a)             Potential
for growth, indicated by new technology, anticipated market expansion or new
products;





(b)             Competitive
position as compared to other firms of similar size and experience within the
industry segment as well as within the industry as a whole;





(c)              Strength
and diversity of management, either in place or scheduled for
recruitment;





(d)              Capital
requirements and anticipated availability of required funds, to be provided by
the Company or from operations, through the sale of additional securities,
through joint ventures or similar arrangements or from other
sources;





(e)               The
cost of participation by the Company as compared to the perceived tangible and
intangible values and potentials;


3


(f)                The
extent to which the business opportunity can be advanced;





(g)               The
accessibility of required management expertise, personnel, raw materials,
services, professional assistance and other required items; and





(h)               Other
relevant factors.





In
applying the foregoing criteria, no one of which will be controlling, management
will attempt to analyze all factors and circumstances and make a determination
based upon reasonable investigative measures and available data. Potentially
available business opportunities 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. Due to the Company's limited capital available for investigation,
the Company may not discover or adequately evaluate adverse facts about the
opportunity to be acquired.





COMPETITION





In
identifying, evaluating and selecting a target business, we may encounter
intense competition from other entities having a business objective similar to
ours. There are numerous “public shell” companies either actively or passively
seeking operating businesses with which to merge in addition to a large number
of “blank check” companies formed and capitalized specifically to acquire
operating businesses. Additionally, we are subject to competition from other
companies looking to expand their operations through the acquisition of a target
business. Many of these entities are well established and have extensive
experience identifying and effecting business combinations directly or through
affiliates. Many of these competitors possess greater technical, human and other
resources than us and our financial resources will be relatively limited when
contrasted with those of many of these competitors. Our ability to compete in
acquiring certain sizable target businesses is limited by our available
financial resources. This inherent competitive limitation gives others an
advantage in pursuing the acquisition of a target business. Further, our
outstanding warrants and the future dilution they potentially represent may not
be viewed favorably by certain target businesses.





Any of
these factors may place us at a competitive disadvantage in successfully
negotiating a business combination. Our management believes, however, that our
status as a public entity and potential access to the United States public
equity markets may give us a competitive advantage over privately-held entities
with a business objective similar to ours to acquire a target business on
favorable terms.





If we succeed in effecting a business
combination, there will be, in all likelihood, intense competition from
competitors of the target business. Many of our target business’ competitors are
likely to be significantly larger and have far greater financial and other
resources than we will. Some of these competitors may be divisions or
subsidiaries of large, diversified companies that have access to financial
resources of their respective parent companies. Our target business may not be
able to compete effectively with these companies or maintain them as customers
while competing with them on other projects. In addition, it is likely that our
target business will face significant competition from smaller companies that
have specialized capabilities in similar areas. We cannot accurately predict how
our target business’ competitive position may be affected by changing economic
conditions, customer requirements or technical developments. We cannot assure
you that, subsequent to a business combination, we will have the resources to
compete effectively.





FORM OF
ACQUISITION





The
manner in which the Company participates in an opportunity will depend upon the
nature of the opportunity, the respective needs and desires of the Company and
the promoters of the opportunity, and the relative negotiating strength of the
Company and such promoters.


4


It is
likely that the Company will acquire its participation in a business opportunity
through the issuance of common stock or other securities of the Company.
Although the terms of any such transaction cannot be predicted, it should be
noted that in certain circumstances the criteria for determining whether or not
an acquisition is a so-called "tax free" reorganization under Section 368(a)(1)
of the Internal Revenue Code of 1986, as amended (the "Code") depends upon
whether the owners of the acquired business own 80% or more of the voting stock
of the surviving entity. If a transaction were structured to take advantage of
these provisions rather than other "tax free" provisions provided under the
Code, all prior stockholders would in such circumstances retain 20% or less of
the total issued and outstanding shares of the surviving entity. Under other
circumstances, depending upon the relative negotiating strength of the parties,
prior stockholders may retain substantially less than 20% of the total issued
and outstanding shares of the surviving entity. This could result in substantial
additional dilution to the equity of those who were stockholders of the Company
prior to such reorganization.





The
present stockholders of the Company will likely not have control of a majority
of the voting securities of the Company following a reorganization transaction.
As part of such a transaction, all or a majority of the Company's directors may
resign and one or more new directors may be appointed without any vote by
stockholders.





In the
case of an acquisition, the transaction may be accomplished upon the sole
determination of management without any vote or approval by stockholders. In the
case of a statutory merger or consolidation directly involving the Company, it
will likely be necessary to call a stockholders' meeting and obtain the approval
of the holders of a majority of the outstanding securities. The necessity to
obtain such stockholder approval may result in delay and additional expense in
the consummation of any proposed transaction and will also give rise to certain
appraisal rights to dissenting stockholders. Most likely, management will seek
to structure any such transaction so as not to require stockholder
approval.





It is
anticipated that the investigation of specific business opportunities and the
negotiation, drafting and execution of relevant agreements, disclosure documents
and other instruments will require substantial management time and attention and
substantial cost for accountants, attorneys and others. If a decision is made
not to participate in a specific business opportunity, the costs theretofore
incurred in the related investigation might not be recoverable. Furthermore,
even if an agreement is reached for the participation in a specific business
opportunity, the failure to consummate that transaction may result in the loss
to the Registrant of the related costs incurred.





We
presently have no employees apart from our management. Our officers and
directors are engaged in outside business activities and anticipate that they
will devote to our business very limited time until the acquisition of a
successful business opportunity has been identified. We expect no significant
changes in the number of our employees other than such changes, if any, incident
to a business combination.





Item 1A. Risk Factors.





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





Item
1B.  Unresolved Staff Comments.





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





Item
2. Description of Property.





The
Company neither rents nor owns any properties. The Company utilizes the office
space and equipment of its management at no cost. Management estimates such
amounts to be immaterial.  The Company currently has no policy with
respect to investments or interests in real estate, real estate mortgages or
securities of, or interests in, persons primarily engaged in real estate
activities.


5


Item
3. Legal Proceedings.





To the
best knowledge of our officers and directors, the Company is not a party to any
legal proceeding or litigation.





Item
4. Submission of Matters to a Vote of Security Holders.





None.





PART
II





Item
5. Market for Common Equity, Related Stockholder Matters and Small Business
Issuer Purchases of Equity Securities.





Common
Stock





Our
Certificate of Incorporation authorizes the issuance of up to 100,000,000 shares
of common stock, par value $.0001 per share (the “Common Stock”).  The
Common Stock is not listed on a publicly-traded market.  As of
September 30, 2009 and as of the date of this report, there are 42 holders of
record of the Common Stock.





Preferred
Stock





Our
Certificate of Incorporation authorizes the issuance of up to 10,000,000 shares
of preferred stock, par value $.0001 per share (the “Preferred
Stock”).  The Company has not yet issued any of its preferred
stock.




Dividend
Policy





The
Company has not declared or paid any cash dividends on its common stock and does
not intend to declare or pay any cash dividend in the foreseeable future. The
payment of dividends, if any, is within the discretion of the Board of Directors
and will depend on the Company’s earnings, if any, its capital requirements and
financial condition and such other factors as the Board of Directors may
consider.





Securities
Authorized for Issuance under Equity Compensation Plans





The
Company does not have any equity compensation plans or any individual
compensation arrangements with respect to its common stock or preferred stock.
The issuance of any of our common or preferred stock is within the discretion of
our Board of Directors, which has the power to issue any or all of our
authorized but unissued shares without stockholder approval.





Recent
Sales of Unregistered Securities





The
Company did not sell any equity securities that were not registered under the
Securities Act during the quarter ended September 30, 2009.





On May 2,
2008, the Company sold 400,000 shares of Common Stock for aggregate proceeds
equal to $8,000 in a private placement offering to accredited investors (the
“Private Placement”). In connection with the Private Placement, the Company
offered certain registration rights to the investors in the Private Placement,
pursuant to the terms and conditions contained in that certain registration
rights agreement.


6


In
connection with the Private Placement, on March 19, 2008, the Company engaged a
placement agent (the “Placement Agent”), pursuant to a placement agency
agreement (the “Placement Agency Agreement”), a copy of which is attached hereto
as Exhibit 10.2. Pursuant to the Placement Agency Agreement, in consideration of
the Placement Agent serving as exclusive placement agent in connection with the
Private Placement, the Placement Agent was paid a fee equal to 10% of the gross
proceeds of the Private Placement.  Additionally, pursuant to the
Placement Agency Agreement, on May 21, 2008 the Company issued 285,000 shares of
Common Stock to the Placement Agent at nominal consideration. The Company sold
these shares of Common Stock under the exemption from registration provided by
Section 4(2) of the Securities Act and Regulation D promulgated
thereunder.





On
October 6, 2006, the Registrant sold 5,000,000 shares of Common Stock to Vision
Opportunity Master Fund, Ltd. for an aggregate investment of $24,500. The
Registrant sold these shares of Common Stock under the exemption from
registration provided by Section 4(2) of the Securities Act.





No
securities have been issued for services. Neither the Company nor any person
acting on its behalf offered or sold the securities by means of any form of
general solicitation or general advertising. No services were performed by any
purchaser as consideration for the shares issued.





Issuer
Purchases of Equity Securities





None.





Item
6.  Selected Financial Data.





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





Item
7.  Management’s Discussion and Analysis of Financial Condition and
Results of Operation.





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 twelve 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.





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





(i)         filing
Exchange Act reports, and


(ii)        investigating,
analyzing and consummating an acquisition.





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





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


7


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.





We do not
currently intend to retain any entity to act as a “finder” to identify and
analyze the merits of potential target businesses.





Liquidity
and Capital Resources





As of September 30, 2009, the Company
had assets equal to $6,528, comprised exclusively of cash.  This
compares with assets of $4,275, comprised exclusively of cash, as of September
30, 2008.  The Company’s current liabilities as of September 30, 2009
totaled $0. This compares with liabilities of $0 as of September 30, 2008.The Company can provide
no assurance that it can continue to satisfy its cash requirements for at least
the next twelve months.





The following is a summary of the
Company's cash flows provided by (used in) operating, investing, and financing
activities for the years ended September 30, 2009 and 2008 and for the
cumulative period from October 6, 2006 (Inception) to September 30,
2009.





Fiscal Year
                  Ended
                  September 30,
                  2009
                
                
                Fiscal Year
                  Ended
                  September 30,
                  2008
                
                
                For the
                  Cumulative
                  Period from
                  October 6, 2006
                  (Inception) to
                  September 30,
                  2009Net
      Cash (Used in) Operating Activities
                
                $
                (19,247
                )
                
                $
                (47,152
                )
                
                $
                (93,222
                )Net
      Cash (Used in) Investing Activities
                
                
                -
                
                
                
                -
                
                
                
                -Net
      Cash Provided by Financing Activities
                
                $
                21,500
                
                
                $
                42,500
                
                
                $
                99,750Net
      Increase (Decrease) in Cash and Cash Equivalents
                
                $
                2,253
                
                
                $
                (4,652
                )
                
                $
                6,528




8


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





Results
of Operations





The
Company has not conducted any active operations since inception, except for its
efforts to locate suitable acquisition candidates. No revenue has been
generated by the Company from October 6, 2006 (Inception) to September 30,
2009.  It is unlikely the Company will have any revenues unless it is
able to effect an acquisition or merger with an operating company, of which
there can be no assurance.  It is management's assertion that these
circumstances may hinder the Company's ability to continue as a going
concern.  The Company’s plan of operation for the next twelve months shall
be to continue its efforts to locate suitable acquisition
candidates.





For the
fiscal year ended September 30, 2009, the Company had a net loss of $19,247,
consisting of legal, accounting, audit, and other professional service fees
incurred in relation to the filing of the Company’s Quarterly Report on Form
10-Q for the period ended June 30, 2009 in August of 2009, Quarterly Report on
Form 10-Q for the period ended March 31, 2009 in May of 2009 and Quarterly
Report on Form 10-Q for the period ended December 31, 2008 in February of
2009.





For the
fiscal year ended September 30, 2008, the Company had a net loss of $47,152
comprised exclusively of legal, accounting, audit, and other professional
service fees incurred in relation to the filing of the Company’s Annual Report
on Form 10-KSB for the fiscal year ended September 30, 2007 filed in January of
2008, Quarterly Report on Form 10-QSB for the period ended June 30, 2008 filed
in August of 2009, Quarterly Report on Form 10-QSB for the period ended March
31, 2009 in May of 2009 and Quarterly Report on Form 10-Q for the period ended
December 31, 2007 in February of 2008.





For the
cumulative period from October 6, 2006 (Inception) to September 30, 2009, the
Company had a net loss of $93,222 comprised exclusively of legal, accounting,
audit, and other professional service fees incurred in relation to the filing of
the Company’s annual and periodic filings.





Off-Balance
Sheet Arrangements





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





Contractual
Obligations





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





Item
7A.  Quantitative and Qualitative Disclosures about Market
Risk.





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


9


Item
8.  Financial Statements and Supplementary Data.





Audited financial statements begin on
the following page of this report.





10


Vision
Acquisition II, INC.


(A
Development Stage Company)


FINANCIAL
STATEMENTS





Contents





PageReport
      of Independent Registered Public Accounting Firm
                                    
                                    
                                    F-2Financial
      StatementsBalance
      Sheet as of September 30, 2009
                                    
                                    
                                    F-3Statements
      of Operations for the Period from October 6, 2006 (Date of Inception) to
      September 30, 2009.
                                    
                                    
                                    F-4Statement
      of Changes in Stockholders’ Equity (Deficit) for the Period from October
      6, 2006 (Date of Inception) to September 30, 2009
                                    
                                    
                                    F-5Statements
      of Cash Flows for the Period from October 6, 2006 (Date of Inception) to
      September 30, 2009
                                    
                                    
                                    F-6Notes
      to Financial Statements
                                    
                                    
                                    F-7




F-1


GRUBER
& COMPANY, LLC





REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM





The Board
of Vision Acquisition II, Inc.:




We have
audited the accompanying balance sheets of Vision Acquisition II,
Inc.  (a Development Stage Company) as of September 30, 2009 and 2008
and the related statements of operations, stockholders equity and cash flows for
the years then ended. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audit.




We
conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform our audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. The Company is not required to
have, nor were we engaged to perform, an audit of its internal control over
financial reporting. Our audit included consideration of internal control over
financial reporting as a basis for designing audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Company's internal control over financial
reporting. Accordingly, we express no such opinion. An audit includes examining
on a test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating the
overall financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.




In our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of the Company as at September 30,
2009 and 2008 and the results of its' operations and its' stockholders equity
and cash flows for the years then in conformity with accounting principles
generally accepted in the United States of America.




The
accompanying consolidated financial statements have been prepared assuming the
Company will continue as a going concern. As discussed in the notes to the
financial statements, the Company has incurred substantial losses. This raises
substantial doubt about its ability to continue as a going concern. These
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.




/s/
      Gruber & Company LLCGruber
      & Company LLCDated:
      December  14,
2009


F-2


Vision
Acquisition II, Inc.


(a
Development Stage Company)


Balance
Sheets





September
      30,2009
                
                
                2008Assets:Current
      assets:Cash
                
                $
                6,528
                
                
                $
                4,275Total
      assets
                
                
                6,528
                
                
                
                4,275Liabilities
      and stockholders' equity:Current
      liabilitiesAccounts
      payable
                
                
                —
                
                
                
                —Total
      liabilities
                
                
                —
                
                
                
                —Stockholders'
      equityCommon
      stock, 100,000,000 shares authorized, 5,685,000 shares issued and
      outstanding, par value $0.0001
                
                
                568
                
                
                
                568Preferred
      stock, 10,000,000 shares authorized, no shares issued, par value
      $.0001
                
                
                —
                
                
                
                —Additional
      paid-in capital
                
                
                99,182
                
                
                
                77,682Deficit
      accumulated during development stage
                
                
                (93,222
                )
                
                
                (73,975
                )Total
      stockholders' equity
                
                
                6,528
                
                
                
                4,275Total
      liabilities and stockholders' equity
                
                $
                6,528
                
                
                $
                4,275


F-3


Vision
Acquisition II, Inc.


(A
Development Stage Company)


Statements
of Operations





October 6, 2006(date of inception)Year ended September 30,
                
                
                through2009
                
                
                2008
                
                
                September 30, 2009Revenues
                
                $
                —
                
                
                $
                —
                
                
                $
                —ExpendituresGeneral
      and administrative expenses
                
                
                19,247
                
                
                
                47,152
                
                
                
                93,222Net
      loss
                
                $
                (19,247
                )
                
                $
                (47,152
                )
                
                $
                (93,222
                )Loss
      per share
                
                $
                (0.00
                )
                
                $
                (0.01
                )Weighted
      average shares outstanding
                
                
                5,685,000
                
                
                
                5,685,000




F-4


Vision
Acquisition II, Inc.


(A
Development Stage Company)


Statement
of Stockholders' Equity




DeficitAccumulatedCommon
                        
                        
                        
                        
                        
                        Additional
                        
                        
                        DuringShares
                        
                        
                        Common
                        
                        
                        Paid-In
                        
                        
                        DevelopmentIssued
                        
                        
                        Stock
                        
                        
                        Capital
                        
                        
                        Stage
                        
                        
                        TotalIssuance
      of founders shares forcash on October 6,
2006
                        
                        
                        5,000,000
                        
                        
                        $
                        500
                        
                        
                        $
                        24,000
                        
                        
                        $
                        —
                        
                        
                        $
                        24,500Capital
      contribution
                        
                        
                        —
                        
                        
                        
                        —
                        
                        
                        
                        11,250
                        
                        
                        
                        —
                        
                        
                        
                        11,250Net
      loss for the period
                        
                        
                        —
                        
                        
                        
                        —
                        
                        
                        
                        —
                        
                        
                        
                        (26,823
                        )
                        
                        
                        (26,823
                        )Balance
      September 30, 2007
                        
                        
                        5,000,000
                        
                        
                        
                        500
                        
                        
                        
                        35,250
                        
                        
                        
                        (26,823
                        )
                        
                        
                        8,927Issuance
      of shares for services
                        
                        
                        285,000
                        
                        
                        
                        28
                        
                        
                        
                        (28
                        )
                        
                        
                        —
                        
                        
                        
                        —Issuance
      of shares for cash
                        
                        
                        400,000
                        
                        
                        
                        40
                        
                        
                        
                        7,960
                        
                        
                        
                        —
                        
                        
                        
                        8,000Capital
      contribution
                        
                        
                        —
                        
                        
                        
                        —
                        
                        
                        
                        34,500
                        
                        
                        
                        —
                        
                        
                        
                        34,500Net
      loss for the year
                        
                        
                        —
                        
                        
                        
                        —
                        
                        
                        
                        —
                        
                        
                        
                        (47,152
                        )
                        
                        
                        (47,152
                        )Balance
      September 30, 2008
                        
                        
                        5,685,000
                        
                        
                        
                        568
                        
                        
                        
                        77,682
                        
                        
                        
                        (73,975
                        )
                        
                        
                        4,275Capital
      contribution
                        
                        
                        —
                        
                        
                        
                        —
                        
                        
                        
                        21,500
                        
                        
                        
                        —
                        
                        
                        
                        21,500Net
      loss for the year
                        
                        
                        —
                        
                        
                        
                        —
                        
                        
                        
                        —
                        
                        
                        
                        (19,247
                        )
                        
                        
                        (19,247
                        )Balance
      September 30, 2009
                        
                        
                        5,685,000
                        
                        
                        $
                        568
                        
                        
                        $
                        99,182
                        
                        
                        $
                        (93,222
                        )
                        
                        $
                        6,528




F-5





Vision
Acquisition II, Inc.


(A
Development Stage Company)


Statements
of Cash Flows





October
      6, 2006(date
      of inception)Year
      ended September 30,
                
                
                through2009
                
                
                2008
                
                
                September
      30, 2009Cash
      flows from operating activities:Net
      loss
                
                $
                (19,247
                )
                
                $
                (47,152
                )
                
                $
                (93,222
                )Cash
      flows used for  operating activities
                
                
                (19,247
                )
                
                
                (47,152
                )
                
                
                (93,222
                )Cash
      flows from financing activitiesSale
      of common stock and contributions to capital
                
                
                21,500
                
                
                
                42,500
                
                
                
                99,750Cash
      flows from financing activities
                
                
                21,500
                
                
                
                42,500
                
                
                
                99,750Net
      increase (decrease) in cash
                
                
                2,253
                
                
                
                (4,652
                )
                
                
                6,528Cash
      at the beginning
                
                
                4,275
                
                
                
                8,927
                
                
                
                —Cash
      at the end
                
                $
                6,528
                
                
                $
                4,275
                
                
                $
                6,528




F-6


VISION
ACQUISITION II, INC.


(A
DEVELOPMENT STAGE COMPANY)


NOTES
TO FINANCIAL STATEMENTS


September
30, 2009





NOTE
1 - ORGANIZATION





Organization
and Line of Business





Vision
Acquisition II Inc. (the "Company") is currently a development stage company
under the provisions of Statement of Financial Accounting Standards ("SFAS") No.
7 and was incorporated under the laws of the State of Delaware on October 6,
2006.   The Company is considered to be a “blank check” company
since it has no business plan, no operations, revenues or
employees.  The implementation of our business objective is wholly
contingent upon a business combination and / or the successful sale of
securities of the Company.





NOTE
2 – SIGNIFICANT ACCOUNTING POLICIES





Basis
of Presentation/Going Concern





The
accompanying financial statements have been prepared in conformity with
accounting principles generally accepted in the United States of America, which
contemplate continuation of the Company as a going concern. However, the Company
has no established source of revenue. This matter raises substantial doubt about
the Company's ability to continue as a going concern. These financial statements
do not include any adjustments relating to the recoverability and classification
of recorded asset amounts, or amounts and classification of liabilities that
might be necessary should the Company be unable to continue as a going
concern.





Management
plans to take the following steps that it believes will be sufficient to provide
the Company with the ability to continue in existence:





Locate a
suitable acquisition or merger candidate and consummate a business
combination.  The Company may need cash advances from its stockholders
or loans from other parties to pay for operating expenses until the Company
consummates a merger or business combination with a privately-held operating
company.  Although it is currently anticipated that the Company can
satisfy its cash requirements with additional cash advances or loans from other
parties if needed for at the least twelve months, the Company can project no
assurance that it can continue to satisfy its cash requirements for such
periods.





Management
intends to raise financing through private equity financing or other means and
interests that it deems necessary.


F-7




VISION
ACQUISITION II, INC.


(A
DEVELOPMENT STAGE COMPANY)


NOTES
TO FINANCIAL STATEMENTS


September
30, 2009





Use
of Estimates





The
preparation of financial statements in conformity with generally accepted
accounting principles require management to make estimates and assumptions that
affect the reported amount of assets and liabilities and disclosures of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenue and expenses during the reporting
periods.  Actual results could differ from these
estimates.





Cash
Equivalents





Cash
equivalents include all highly liquid debt instruments with original maturities
of three months or less which are not securing any corporate
obligations.





Fair
Value of Financial Instruments





The
estimated fair values of cash, property and equipment and due to stockholder,
none of which are held for trading purposes, approximate their carrying value
because of the short term maturity of these instruments or the stated interest
rates are indicative of market interest rates.





Fixed
Assets





Fixed
Assets are stated at cost. Depreciation is provided principally by use of the
straight-line method over the useful lives of the related
assets.  Expenditure for maintenance and repairs, which does not
improve or extend the expected useful life of the assets, is expensed to
operations while major repairs are capitalized.  Depreciation expense
is included in general and administrative expenses on the statement of
operations. During the time periods in question there was $0 in depreciation
expense.





The gain
or loss on disposal of property, plant and equipment is the difference between
the net sales proceeds and the carrying amount of the relevant assets, and, if
any, is recognized in the statement of operations and comprehensive
income.





Concentration
of Credit Risk





The
Company places its cash with high quality financial institutions and at times
may exceed the FDIC $100,000 insurance limit.  The Company will extend
credit based on an evaluation of the customer’s financial condition, generally
without collateral.  Exposure to losses on receivables is principally
dependent on each customer’s financial condition.  The Company will
monitor its exposure for credit losses and maintains allowances for anticipated
losses, if required.





Advertising
Costs





Advertising
costs are expensed as incurred. There were no advertising expenses for the
periods.


F-8


VISION
ACQUISITION II, INC.


(A
DEVELOPMENT STAGE COMPANY)


NOTES
TO FINANCIAL STATEMENTS


September
30, 2009





Income
Taxes





Income
taxes are provided in accordance with ASC Topic regarding accounting for income
taxes.  A deferred tax asset or liability is recorded for all
temporary differences between financial and tax reporting and net operating loss
carryforwards.  Deferred tax expenses (benefit) results from the net
change during the year in deferred tax assets and liabilities.





The
Company’s year end is September 30. The Company has a net operating loss carry
forward of $93,222 expiring in the year 2024.  The Company has
reserved against any tax benefit in full as it is unsure if it can ultimately
benefit from the loss.  Deferred tax assets and liabilities are
adjusted for the effects of changes in tax laws and rates on the date of
enactment.





Basic and Diluted Income/(Loss) Per
Share:





In
accordance with SFAS No. 128, "Earnings Per Share," the basic income/(loss) per
common share is computed by dividing net income/(loss) available to common
stockholders by the  weighted average number of common shares
outstanding. Diluted income per common share is computed similar to basic income
per common share except that the denominator is increased to include the number
of additional common shares that would have been outstanding if the potential
common shares had been issued and if the additional common shares were
dilutive.





Segment
Reporting





Based on
the Company's integration and management strategies, the Company operated in a
single business segment. For the periods in question the Company had no
revenue.





Revenue
Recognition





Revenue
is recognized in accordance with SEC Staff Accounting Bulletin No. 101, “Revenue
Recognition in Financial Statements”.  The Company recognizes revenue
when the significant risks and rewards of ownership have been transferred to the
customer pursuant to applicable laws and regulations, including factors such as
when there has  been evidence of a sales arrangement, the performance
has occurred, or service have been rendered, the price to the buyer is fixed or
determinable, and collectibility is reasonably assured. The Company has not
generated any revenue since its inception.





New
Accounting Pronouncements





The
Financial Accounting Standards Board’s (“FASB”) Accounting Standard Codification
(“ASC”) became effective during the fourth quarter of 2009. This codification
brings all authoritative generally accepted accounting principles (“GAAP”) that
have been issued by a standard setter into one place.  The
codification retains existing GAAP without changing it.


F-9




VISION
ACQUISITION II, INC.


(A
DEVELOPMENT STAGE COMPANY)


NOTES
TO FINANCIAL STATEMENTS


September
30, 2009




In
September 2009, the FASB issued Accounting Standard Update (“ASU”) 2009-13,
“Revenue Arrangements with Multiple Deliverables” and ASU 2009-14, “Certain
Revenue Arrangements That Include Software.”  These ASU’s revise and
clarify accounting for arrangements with multiple deliverables, including how to
separate deliverables into units of accounting determining the allocation of
revenue to the units of accounting and the application of these provisions to
tangible products containing software components.  There are also
expanded disclosures for significant judgments made in the application of these
standards, if material.  These pronouncements are effective for fiscal
years beginning after June 15, 2010 and earlier application is
permitted.  The Company does not expect that adoption of these
pronouncements to have a significant effect on its financial
statements.




In fiscal
2009, accounting standard updates to ASC topic 820, “Fair Value Measurements and
Disclosures” (“ASC 820”) became effective for the Company.  ASC 820
defines fair value, establishes a framework and gives guidance regarding the
methods used for measuring fair value and expands disclosures about fair value
measurements.  This topic does not require any new fair value
measurements, but provides guidance on how to measure fair value by providing a
fair value hierarchy used to classify the source of the
information.  ASC 820 also gives entities the option to measure
eligible financial assets and financial liabilities at fair value on an
instrument by instrument basis, that are otherwise not permitted to be accounted
for at fair value under other accounting guidance.  The election to
use the fair value option is available when an entity first recognizes a
financial asset or financial liability. Subsequent changes in fair value must be
recorded in earnings.  The Company adopted these updates to ASC 820
for financial assets and liabilities in fiscal 2009 and did not elect the fair
value option.  Adoption of ASC 820 had no material effect on the
Company’s financial statements.





In fiscal
2009, accounting standard updates to ASC topic 815, “Derivatives and Hedging”
(“ASC 815”) became effective for the Company which required enhanced disclosure
requirements regarding derivative instruments and hedging
activities.  The Company adopted these updates to ASC 815 in fiscal
2009.  The adoption of the updates did not have an effect on the
Company’s financial statements as it only required additional
disclosure.





In fiscal
2009, accounting standard updates to ASC topic 855, “Subsequent Events” (“ASC
855”) became effective for the Company.  ASC 855 establishes general
standards of accounting for and disclosure of events that occur after the
balance sheet date but before financial statements are issued or are available
to be issued.  The Company adopted ASC 855 in fiscal
2009.  The adoption of ASC 855 did not have an effect on the Company’s
financial statements as it only required additional
disclosures.


F-10


VISION
ACQUISITION II, INC.


(A
DEVELOPMENT STAGE COMPANY)


NOTES
TO FINANCIAL STATEMENTS


September
30, 2009





In
February 2008, the Financial Accounting Standards Board (“FASB”) delayed the
effective date of fair value measurements for one year for certain nonfinancial
assets and nonfinancial liabilities, excluding those that are recognized or
disclosed in financial statements at fair value on a recurring basis (that is,
at least annually).  For purposes of applying these provisions,
nonfinancial assets and nonfinancial liabilities include all assets and
liabilities other than those meeting the definition of a financial asset or a
financial liability.  These provisions became effective for fiscal
years beginning after November 15, 2008, and interim periods within those fiscal
years.  The Company currently does not believe the adoption of these
provisions will have a significant effect on its financial
statements.





In June
2008, the FASB issued update pronouncements related to determining whether
instruments granted in share-based payment transactions are participating
securities.  These updated pronouncements provide that unvested
share-based payment awards that contain nonforfeitable rights to dividends
(whether paid or unpaid) are participating securities and shall be included in
the computation of earnings per share (EPS) under the two-class
method.  This pronouncement is effective for financial statements
issued for fiscal years beginning after December 15, 2008.  All prior
period EPS data will be required to be adjusted to conform to the provisions of
this pronouncement and early application is prohibited.  The Company
does have participating securities as described under this pronouncement and
believes that the adoption of these provisions will not have a material impact
on its EPS calculations.





In
December 2007, FASB issued updated pronouncements related to accounting for
collaborative arrangements.  The guidance defines collaborative
arrangements and establishes presentation and disclosure requirements for
transactions within a collaborative arrangement (both with third parties and
between participants in the arrangement).  These updated
pronouncements are effective for fiscal years, and interim periods within those
fiscal years, beginning after December 15, 2008.  These provisions
require retrospective application to all collaborative arrangements existing as
of the effective date, unless retrospective application is
impracticable.  The impracticability evaluation and exception should
be performed on an arrangement-by-arrangement basis.  The Company
currently does not believe that the adoption of these provisions will have a
significant effect on its financial statements.





In
December 2007, the FASB issued updated pronouncements related to business
combinations and noncontrolling interests in consolidated financial
statements.  These pronouncements require the acquiring entity in a
business combination to recognize the assets acquired and liabilities assumed at
fair value on the date of acquisition. Further, these pronouncements also change
the accounting for acquired in-process research and development assets,
contingent consideration, partial acquisitions and transaction
costs.  Under the new pronouncements, all entities are required to
report noncontrolling (minority) interests in subsidiaries as equity in the
consolidated financial statements. In addition, transactions between an entity
and noncontrolling interests will be treated as equity
transactions.  These pronouncements will become effective for fiscal
years beginning after December 15, 2008 and early adoption is
prohibited.  The Company does not expect the adoption of these
pronouncements to have a significant effect on its financial statements but they
will affect the Company for any acquisitions made subsequent to the end of
fiscal 2009.




F-11




VISION
ACQUISITION II, INC.


(A
DEVELOPMENT STAGE COMPANY)


NOTES
TO FINANCIAL STATEMENTS


September
30, 2009




NOTE
3 - STOCKHOLDERS’ EQUITY





The
Company has issued 5,685,000 shares of its common stock, 5,000,000 as founder
shares for cash of $24,500 and 400,000 for $8,000.  Capital
contributions for no consideration amounted to $67,250. The Company also issued
285,000 shares of stock directly related to the fundraising of the $8,000 above.
These shares were valued at .02 cents, the share price at which the Company
raised funds.





NOTE
4 – RELATED PARTY TRANSACTIONS





The
Company does not own or lease any real or personal property.  The
officers and directors of the Company are involved in other business activities
and may, in the future, become involved in other business opportunities as they
become available.   Thus, they may face a conflict in selecting
between the Company and their other business interests.   The
Company has not formulated a policy for the resolution of such
conflicts.





NOTE
5 – INCOME TAXES





At September 30, 2009Deferred
      tax assetsNet
      operating loss carryforwards
                  
                  $
                  93,222Gross
      deferred tax assets
                  
                  $
                  32,628Less
      – Valuation allowance
                  
                  
                  (32,628
                  )Net
      deferred tax assets
                  
                  $
                  —





Realization
of deferred tax assets is dependent upon sufficient future taxable income during
the period that deductible temporary differences and carryforwards are expected
to be available to reduce taxable income.  As the achievement of
required future taxable income is uncertain, the Company recorded a valuation
allowance.





NOTE 6 – SUBSEQUENT
EVENTS





The
Company has evaluated subsequent events through December 14, 2009, the date the
financial statements were issued.


F-12


Item
9. Changes in and Disagreements with Accountants on Accounting and Financial
Disclosure.





There are
not and have not been any disagreements between the Company and its accountants
on any matter of accounting principles, practices or financial statement
disclosure.





Item
9A(T). Controls and Procedures.





Evaluation of Disclosure
Controls and Procedures





The
Company’s management is responsible for establishing and maintaining a system of
disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e)
under the Exchange Act) that is designed to ensure that information required to
be disclosed by the Company in the reports that the Company files or submits
under the Exchange Act is recorded, processed, summarized and reported, within
the time periods specified in the Commission’s rules and
forms.  Disclosure controls and procedures include, without
limitation, controls and procedures designed to ensure that information required
to be disclosed by an issuer in the reports that it files or submits under the
Exchange Act is accumulated and communicated to the issuer’s management,
including its principal executive officer or officers and principal financial
officer or officers, or persons performing similar functions, as appropriate to
allow timely decisions regarding required disclosure.





In
accordance with Exchange Act Rules 13a-15 and 15d-15, an evaluation was
completed under the supervision and with the participation of the Company’s
management, including the Company’s President, Principal Financial Officer and
Secretary, of the effectiveness of the design and operation of the Company’s
disclosure controls and procedures as of the end of the period covered by this
Annual Report.  Based on that evaluation, the Company’s management
including the President, Principal Financial Officer and Secretary, concluded
that the Company’s disclosure controls and procedures were effective in
providing reasonable assurance that information required to be disclosed in the
Company’s reports filed or submitted under the Exchange Act was recorded,
processed, summarized, and reported within the time periods specified in the
Commission’s rules and forms.





Evaluation of Internal
Controls and Procedures





This
annual report does not include a report of management's assessment regarding
internal control over financial reporting or an attestation report of the
Company's registered public accounting firm due to a transition period
established by rules of the Securities and Exchange Commission for newly public
companies.





Changes in Internal Controls
over Financial Reporting





There
have been no significant changes to the Company’s internal controls over
financial reporting that occurred during our last fiscal quarter of the year
ended September 30, 2009, that materially affected, or were reasonably likely to
materially affect, our internal controls over financial reporting.





Item
9B. Other Information.





None.


11


PART
III





Item
10. Directors, Executive Officers, Promoters and Control Persons; Compliance
With Section 16(a) of the Exchange Act.





(a)
            Identification
      of Directors and Executive Officers.  The following table sets
      forth certain information regarding the Company’s directors and executive
      officers:





Name
            
            Age
            
            Position
            
            TermAntti
      William Uusiheimala
            
            35
            
            President
      and Director
            
            October
      6, 2006 (Inception) thru PresentJonathan
      D. Shane
            
            62
            
            Secretary
            
            October
      6, 2006 (Inception) thru PresentDavid
      Berger
            
            26
            
            Chief
      Financial Officer
            
            December
      20, 2006 thru Present





The term
of office of each director expires at our annual meeting of stockholders or
until their successors are duly elected and qualified.  Directors are
not compensated for serving as such. Officers serve at the discretion of the
Board of Directors.





Antti William Uusiheimala, the
Company’s President and sole director, is currently a member of the investment
team at Vision Capital Advisors, LLC, a SEC-registered investment advisor. Mr.
Uusiheimala has served as a member of the investment team since June
2005.  Prior to joining Vision Capital Advisors, LLC, from October
2004 until December 2005, he attended school at Erasmus University in the
Netherlands, where he earned his Master of Business Administration in
2005.  Prior to that, from January 2003 until October 2004, Mr.
Uusiheimala worked as an associate in the acquisitions and corporate law
department of ACE LAW Ltd., a law firm.  Mr. Uusiheimala currently
serves as President and sole director of Vision Acquisition III, Inc., which is
a publicly-reporting, non-trading, blank check shell company.  From
August 1997 to December 2003, he was attending school at the University of
Helsinki, where he earned his Juris Doctor in 2003.  During those
years in which he attended the University of Helsinki, from January 2001 until
September 2002, Mr. Uusiheimala was the Vice President of Business Development
of CRF Health, Inc. in Boston, Massachusetts.





Jonathan D. Shane, the
Company’s Secretary, is currently a member of the investment team at Vision
Capital Advisors, LLC, a SEC-registered investment advisor.  Mr. Shane
has served as a member of the investment team and as an Analyst evaluating
potential investments for Vision Capital Advisors, LLC since November
2005.  Prior to joining Vision Capital Advisors, LLC, from August 1985
until November 2004, Mr. Shane was Managing Director of TIAA-CREF, a money
management firm, where he was a portfolio manager.  Mr. Shane
currently serves as Secretary of Vision Acquisition III, Inc., which is a
publicly-reporting, non-trading, blank check shell company.  Mr. Shane
received his Bachelor of Science in Mechanical Engineering in 1968 from MIT, his
Master of Science in Finance in 1970 from MIT and completed all of his course
work for a PhD in Finance from MIT.





David Berger, the Company’s
Chief Financial Officer, is currently the Controller at Vision Capital Advisors,
LLC and has served as Controller since July 2005.  Mr. Berger also
currently serves as Chief Financial Officer of Vision Acquisition III, Inc.,
which is a publicly-reporting, non-trading, blank check shell
company.  Prior to joining Vision Capital Advisors, LLC, Mr. Berger
was attending school at Villanova University.  He received a Bachelor
of Science in Business Administration and Accountancy from Villanova University
in 2005.





(b)  Significant
Employees.





As of the date hereof, the Company has
no significant employees.


12


(c)  Family
Relationships.





There are no family relationships among
directors, executive officers, or persons nominated or chosen by the issuer to
become directors or executive officers.




(d)   Involvement
in Certain Legal Proceedings.




There
have been no events under any bankruptcy act, no criminal proceedings and no
judgments, injunctions, orders or decrees material to the evaluation of the
ability and integrity of any director, executive officer, promoter or control
person of Registrant during the past five years.




(e)    Prior
Blank Check Company Experience




As
indicated below, our management also serves as officers and directors of Vision
Acquisition III, Inc.





Compliance
with Section 16(a) of the Exchange Act





Section 16(a)
of the Exchange Act requires the Company’s directors and officers, and persons
who beneficially own more than 10% of a registered class of the Company’s equity
securities, to file reports of beneficial ownership and changes in beneficial
ownership of the Company’s securities with the SEC on Forms 3, 4 and 5.
Officers, directors and greater than 10% stockholders are required by SEC
regulation to furnish the Company with copies of all Section 16(a) forms
they file.




Based solely on the Company’s review of
the copies of the forms received by it during the fiscal year ended September
30, 2009 and written representations that no other reports were required, the
Company believes that no person(s) who, at any time during such fiscal year, was
a director, officer or beneficial owner of more than 10% of the Company’s common
stock failed to comply with all Section 16(a) filing requirements during
such fiscal years.




Nominating
Committee





We have not adopted any procedures by
which security holders may recommend nominees to our Board of
Directors.





Audit
Committee





The Board of Directors acts as the
audit committee. The Company does not have a qualified financial expert at this
time because it has not been able to hire a qualified candidate. Further, the
Company believes that it has inadequate financial resources at this time to hire
such an expert.  The Company intends to continue to search for a
qualified individual for hire.





Item
11. Executive Compensation.





The
following table sets forth the cash compensation paid by the Company to its
principal executive officer for services rendered during the fiscal year ended
September 30, 2008 and 2009.  The Company’s other executive officers
were not paid any compensation for services rendered during the fiscal year
ended September 30, 2008 and 2009.


13





Name and Position
                
                Year
                
                Total CompensationAntti
      William Uusiheimala, President and Director
                
                2008
                  2009
                
                None
                  None





The
Company's officers and directors have not received any cash or
other remuneration since inception.  They will not receive any
remuneration until the consummation of an acquisition.  No
remuneration of any nature has been paid for on account of services rendered by
a director in such capacity.  Our officers and directors intend to
devote very limited time to our affairs.





It is
possible that, after the Company successfully consummates a business combination
with an unaffiliated entity, that entity may desire to employ or retain members
of our management for the purposes of providing services to the surviving
entity. However, the Company has adopted a policy whereby the offer of any
post-transaction employment to members of management will not be a consideration
in our decision whether to undertake any proposed transaction.





No
retirement, pension, profit sharing, stock option or insurance programs or other
similar programs have been adopted by the Company for the benefit of its
employees.





There are
no understandings or agreements regarding compensation our management will
receive after a business combination that is required to be
disclosed.





The
Company does not have a standing compensation committee or a committee
performing similar functions, since the Board of Directors has determined not to
compensate the officers and directors until such time that the Company completes
a reverse merger or business combination.





Employment
Agreements





The
Company is not a party to any employment agreements.





Item
12. Security Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters.





(a)           The
following tables set forth certain information as of December 29, 2009,
regarding (i) each person known by the Company to be the beneficial owner of
more than 5% of the outstanding shares of Common Stock, (ii) each director,
nominee and executive officer of the Company and (iii) all officers and
directors as a group. All warrants described below are currently exercisable and
have an exercise price equal to $.0001.


14


(1)


Name and Address
                      
                      Amount and Nature of Beneficial
                        Ownership
                      
                      
                      Percentage of ClassVision
      Opportunity Master Fund, Ltd. (1)
                        c/o
      Ogier Fiduciary Services (Cayman)
                        Limited
                        89
      Nexus Way
                        Camana
      Bay
                        Grand
      Cayman
                        Cayman
      Islands KY1-9007
                      
                      
                      5,000,000
                      
                      
                      
                      88
                      %Vision
      Capital Advisors, LLC (2)
                      
                      
                      5,000,000
                      (3)
                      
                      
                      88
                      %Adam
      Benowitz (4)
                      
                      
                      5,000,000
                      (5)
                      
                      
                      88
                      %Antti
      William Uusiheimala (6)
                      
                      
                      0
                      
                      
                      
                      0
                      %Jonathan
      D. Shane (7)
                      
                      
                      0
                      
                      
                      
                      0
                      %David
      Berger (8)
                      
                      
                      0
                      
                      
                      
                      0
                      %Meyer’s
      Associates L.P.
                      
                      
                      285,000
                      
                      
                      
                      5
                      %All
      Directors and Officers as a Group
                        (3
      individuals)
                      
                      
                      0
                      
                      
                      
                      0
                      %





(1)
            Vision
      Opportunity Master Fund, Ltd. is managed by Vision Capital Advisors, LLC,
      which has sole voting and investment control over the shares of Common
      Stock owned by Vision Opportunity Master Fund,
  Ltd.


(2)
            Vision
      Capital Advisors, LLC currently manages Vision Opportunity Master Fund,
      Ltd. and has sole voting and investment control of the shares of Common
      Stock owned by Vision Opportunity Master Fund,
  Ltd.


(3)
            Represents
      shares of Common Stock owned by Vision Opportunity Master Fund,
      Ltd.  Vision Capital Advisors, LLC may be deemed indirect
      beneficial owner of these shares of Common Stock since Vision Capital
      Advisors, LLC has sole voting and investment control over the
      shares.


(4)
            Adam
      Benowitz is the Managing Member of Vision Capital Advisors,
      LLC.


(5)
            Represents
      shares of common stock owned by Vision Opportunity Master Fund, Ltd. and
      controlled by Vision Capital Advisors, LLC.  As the Managing
      Member of Vision Capital Advisors, LLC, Mr. Benowitz may be deemed
      indirect beneficial owner of these shares of Common Stock since he has
      sole voting and investment control over the
  shares.


(6)
            Antti
      William Uusiheimala is President and sole director of the
      Company.


(7)
            Jonathan
      D. Shane is Secretary of the
Company.


(8)
            David
      Berger is Chief Financial Officer of the
  Company.





(b)           The
Company currently has not authorized any compensation plans or individual
compensation arrangements.





Item
13. Certain Relationships and Related Transactions.





The Company utilizes the office space
and equipment of its officers and sole director at no
cost.  Management estimates such costs to be immaterial.





Except as
otherwise indicated herein, there have been no other related party transactions,
or any other transactions or relationships required to be disclosed pursuant to
Item 404 and Item 407(a) of Regulation S-K.





Item
14.  Principal Accounting Fees and Services.





Gruber
& Company LLC (“Gruber”) is the Company’s independent registered public
accounting firm.





Audit
Fees





The
aggregate fees billed by Gruber for professional services rendered for the audit
of our annual financial statements and review of financial statements included
in our periodic reports or services that are normally provided in connection
with statutory and regulatory filings were $3,500 for the fiscal year ended
September 30, 2008 and $3,500 for the fiscal year ended September 30,
2009.


15


Audit-Related
Fees





There
were no fees billed by Gruber for assurance and related services that are
reasonably related to the performance of the audit or review of the Company’s
financial statements for the fiscal years ended September 30, 2009 and September
30, 2008.





Tax
Fees





There
were no fees billed by Gruber for professional services for tax compliance, tax
advice, and tax planning for the fiscal years ended September 30, 2009 and
2008.





All
Other Fees





There
were no fees billed by Gruber for other products and services for the fiscal
years ended September 30, 2009 and 2008.





Audit
Committee’s Pre-Approval Process





The Board of Directors acts as
the audit committee of the Company, and accordingly, all services are approved
by the sole member of the Board of Directors.





Part
IV





Item
15. Exhibits, Financial Statement Schedules.





(a)  We
set forth below a list of our audited financial statements included in Item 8 of
this annual report on Form 10-K.





Statement
                    
                    Page*Index
      to Financial StatementsReport
      of Independent Registered Public Accounting Firm
                    
                    F-2Balance
      Sheet
                    
                    F-3Statements
      of Operations
                    
                    F-4Statement
      of Changes in Stockholder’s Equity (Deficit)
                    
                    F-5Statements
      of Cash Flows
                    
                    F-6Notes
      to Financial Statements
                    
                    F-7





*Page F-1
follows page 11 to this annual report on Form 10-K.




16








Exhibit
            
            Description*3.1
            
            Certificate
      of Incorporation, as filed with the Delaware Secretary of State on October
      6, 2006.*3.2
            
            By-laws.31.1
            
            Certification
      of the Company’s Principal Executive Officer pursuant to Section 302 of
      the Sarbanes-Oxley Act of 2002, with respect to the registrant’s Annual
      Report on Form 10-KSB for the year ended September 30,
    2009.31.2
            
            Certification
      of the Company’s Principal Financial Officer pursuant to Section 302 of
      the Sarbanes-Oxley Act of 2002, with respect to the registrant’s Annual
      Report on Form 10-KSB for the year ended September 30,
    2009.32.1
            
            Certification
      of the Company’s Principal Executive Officer pursuant to 18 U.S.C. Section
      1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
      2002.32.2
            
            Certification
      of the Company’s Principal Financial Officer pursuant to 18 U.S.C. Section
      1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
      2002.





*
            Filed
      as an exhibit to the Company’s Registration Statement on Form 10-SB, as
      filed with the Securities and Exchange Commission on July 20, 2007, and
      incorporated herein by this
reference.


17


SIGNATURES





In accordance with Section 13 or 15(d)
of the Securities Exchange Act of 1934, the registrant has duly caused this
report to be signed on its behalf by the undersigned, thereunto duly
authorized.





VISION
      ACQUISITION II, INC.Dated:
      December 29, 2009
              By:
              /s/ Antti William
    UusiheimalaName:  Antti
      William UusiheimalaTitle:
      President and Sole Director





In accordance with the Securities
Exchange Act of 1934, this report has been signed below by the following persons
on behalf of the registrant and in the capacities and on the dates
indicated.





Dated:
      December 29, 2009
              By:
              /s/ Jonathan ShaneName:
      Jonathan ShaneTitle:
      SecretaryDated:
      December 29, 2009
              By:
              /s/ David BergerName:
      David BergerTitle:
      Chief Financial Officer


18