**U.S.
        SECURITIES AND EXCHANGE COMMISSION**
 Washington,
        D.C. 20549
 
 **Form
        10-KSB**
 
 (Mark
        One)
 
 **x ANNUAL
        REPORT
        PURSUANT TO SECTION 13 OR 15(d)**
 **OF
        THE SECURITIES EXCHANGE ACT OF 1934**
 
 For
        the
        fiscal year ended September 30, 2007
 
 **o TRANSITION
        REPORT
        PURSUANT TO SECTION 13 OR 15(d)**
 **OF
        THE SECURITIES EXCHANGE ACT OF 1934**
 
 For
        the
        transition period from ______________ to ______________
 
 *Commission
        File Number 0-52732*
  
 
 **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, LLC20
                  West 55th Street, 5th FloorNew
                  York, NY
              
              10019(Address
                  of principal executive offices)
              
              (zip
                  code)
 
 Registrant’s
        telephone number, including area code:
 (212)
        849-8225
 
 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 issuer is not required to file reports pursuant to Section 13
        or
        15(d) of the Exchange Act. o
 
 Check
        whether the issuer (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.
 
 Check
        if
        there is no disclosure of delinquent filers in response to Item 405 of
        Regulation S-B (§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-KSB
        or any amendment to this Form 10-KSB. x
 
 Indicate
        by check mark whether the registrant is a shell company (as defined in Rule
        12b-2 of the Exchange Act). Yes x No
o.
 
 The
        issuer’s revenues for fiscal year end September 30, 2007 were $0.
 
 As
        of
        January 10, 2008, there were 5,000,000 shares of common stock, par value
        $.0001
        per share, outstanding, none of which were held by non-affiliates.
 
 Transitional
        Small Business Disclosure Format (check one): Yes o No x
 
 **DOCUMENTS
        INCORPORATED BY REFERENCE:**
 
 **None**
 
 **FORWARD-LOOKING
        STATEMENTS**
 
 Certain
        statements made in this Annual Report on Form 10-KSB 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 particularly in view of the current state of our operations, the
        inclusion of such information should not be regarded as a statement by us
        or any
        other person that our objectives and plans will be achieved. Factors that
        could
        cause actual results to differ materially from those expressed or implied
        by
        such forward-looking statements include, but are not limited to, the factors
        set
        forth herein under the headings “Business,” “Plan of Operation” and “Risk
        Factors”. We undertake no obligation to revise or update publicly any
        forward-looking statements for any reason.
  
  **PART
        I**
 
 **Item
        1. Description of Business.**
 
 **Introduction**
 
 Vision
        Acquisition II, Inc. (“we”, “us”, “our”, “Vision” or the “Company”) was
        incorporated in the State of Delaware on October 6, 2006 and maintains its
        principal executive offices at c/o Vision Capital Advisors, LLC, 20 West
        55 th Street,
        5 th Floor,
        New York, NY 10019. 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 through the acquisition of,
        or
        merger with, an operating business. The Company filed a registration statement
        on Form 10-SB with the U.S. Securities and Exchange Commission (the “SEC”) on
        July 20, 2007, and since its effectiveness, the Company has focused its efforts
        to identify a possible business combination.
 
 The
        Company, based on proposed business activities, is a “blank check” company. 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." Many states have enacted statutes, rules
        and
        regulations limiting the sale of securities of "blank check" companies in
        their
        respective jurisdictions. The Company is also a “shell company,” defined in Rule
        12b-2 under the Exchange Act as a company with no or nominal assets (other
        than
        cash) and no or nominal operations. 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 we are 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 an operating business. 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.
 
 **Competition**
 
 The
        Company faces vast competition from other shell companies with the same
        objectives. The Company is in a highly competitive market for a small number
        of
        business opportunities which could reduce the likelihood of consummating
        a
        successful business combination. A large number of established and well-financed
        entities, including small public companies and venture capital firms, are
        active
        in mergers and acquisitions of companies that may be desirable target candidates
        for us. Nearly all these entities have significantly greater financial
        resources, technical expertise and managerial capabilities than we do;
        consequently, we will be at a competitive disadvantage in identifying possible
        business opportunities and successfully completing a business combination.
        These
        competitive factors may reduce the likelihood of our identifying and
        consummating a successful business combination.
 
 **Employees**
 
 We
        have
        no employees other than our officers who devote only a limited amount of
        time to
        our business.
 
 
  **Risk
        Factors**
  **You
        should carefully review and consider the following risks as well as all other
        information contained in this Annual Report on Form 10-KSB, including our
        financial statements and the notes to those statements. The following risks
        and
        uncertainties are not the only ones facing us. Additional risks and
        uncertainties of which we are currently unaware or which we believe are not
        material also could materially adversely affect our business, financial
        condition, results of operations, or cash flows. To the extent any of the
        information contained in this annual report constitutes forward-looking
        information, the risk factors set forth below are cautionary statements
        identifying important factors that could cause our actual results
        for various financial reporting periods to differ materially from those
        expressed in any forward-looking statements made by or on our behalf and
        could
        materially adversely effect our financial condition, results of operations
        or
        cash flows.**
 
 ***There
        may be conflicts of interest as a result of our management being involved
        with
        other blank check shell companies.***
 
 Conflicts
        of interest create the risk that management may have an incentive to act
        adversely to the interests of the Company. Our management is currently involved
        with other blank check shell companies, and in the pursuit of business
        combinations, conflicts with such other blank check shell companies with
        which
        it is, and may in the future become, affiliated, may arise. If we and the
        other
        blank check shell companies that our management is affiliated with desire
        to
        take advantage of the same opportunity, then those members of management
        that
        are affiliated with both companies would abstain from voting upon the
        opportunity. In the event of identical officers and directors, the officers
        and
        directors will arbitrarily determine the company that will be entitled to
        proceed with the proposed transaction.
 
 Further,
        Vision Capital Advisors, LLC, a Delaware limited liability company and
        SEC-registered investment advisor (“Vision Capital”), may act as financial
        consultant to the Company or an acquisition candidate or may play some other
        role in connection with a potential merger or business combination transaction.
        Vision Opportunity Master Fund, Ltd. (“Vision Master Fund”), our sole
        stockholder, is owned by four companies including Vision Capital,
        which currently manages Vision Master Fund. Also ,
        Antti
        William Uusiheimala, our President and sole director, Jonathan D. Shane,
        our
        Secretary, and David Berger, our Chief Financial Officer, are all employees
        of
        Vision Capital. We cannot assure you that conflicts of interest among us,
        Vision
        Capital, our management and our sole stockholder will not develop.
 
 ***We
        have a limited operating history.***
 
 We
        have a
        limited operating history and no revenues or earnings from operations since
        inception. We have no significant assets or financial resources. We will,
        in all
        likelihood, sustain operating expenses without corresponding revenues, at
        least
        until the consummation of a merger or other business combination with a private
        company. This may result in our incurring a net operating loss that will
        increase unless we consummate a business combination with a profitable business.
        We cannot assure you that we can identify a suitable business opportunity
        and
        consummate a business combination, or that any such business will be profitable
        at the time of its acquisition by us or ever.
 
 ***We
        have incurred and may continue to incur losses.***
  Since
        October 6, 2006 (inception) through September 30, 2007, we have incurred
        a net
        loss of $(26,823). We expect that we will incur losses at least until we
        complete a merger or other business combination with an operating business
        and
        perhaps after such a combination as well. There can be no assurance that
        we will
        complete a merger or other business combination with an operating business
        or
        that we will ever be profitable.
 
 ***We
        face a number of risks associated with potential
        acquisitions.***
 
 We
        intend
        to use reasonable efforts to complete a merger or other business combination
        with an operating business. Such combination will be accompanied by risks
        commonly encountered in acquisitions, including, but not limited to,
        difficulties in integrating the operations, technologies, products and personnel
        of the acquired companies and insufficient revenues to offset increased expenses
        associated with acquisitions. Failure to manage and successfully integrate
        acquisitions we make could harm our business, our strategy and our operating
        results in a material way.
  
  ***There
        is competition for those private companies suitable for a merger transaction
        of
        the type contemplated by management.***
 
 The
        Company is in a highly competitive market for a small number of business
        opportunities which could reduce the likelihood of consummating a successful
        business combination. We are, and will continue to be, an insignificant
        participant in the business of seeking mergers with, joint ventures with
        and
        acquisitions of small private and public entities. A large number of established
        and well-financed entities, including small public companies and venture
        capital
        firms, are active in mergers and acquisitions of companies that may be desirable
        target candidates for us. Nearly all these entities have significantly greater
        financial resources, technical expertise and managerial capabilities than
        we do;
        consequently, we will be at a competitive disadvantage in identifying possible
        business opportunities and successfully completing a business combination.
        These
        competitive factors may reduce the likelihood of our identifying and
        consummating a successful business combination.
 
 ***Future
        success is highly dependent on the ability of management to locate and attract
        a
        suitable acquisition.***
 
 The
        nature of our operations is highly speculative, and there is a consequent
        risk
        of loss of your investment. The success of our plan of operation will depend
        to
        a great extent on the operations, financial condition and management of the
        identified business opportunity. While management intends to seek business
        combination(s) with entities having established operating histories, we cannot
        assure you that we will be successful in locating candidates meeting that
        criterion. In the event we complete a business combination, the success of
        our
        operations may be dependent upon management of the successor firm or venture
        partner firm and numerous other factors beyond our control.
 
 ***Management
        intends to devote only a limited amount of time to seeking a target company
        which may adversely impact our ability to identify a suitable acquisition
        candidate.***
  While
        seeking a business combination, management anticipates devoting very limited
        time to the Company's affairs. Our officers have not entered into written
        employment agreements with us and are not expected to do so in the foreseeable
        future. This limited commitment may adversely impact our ability to identify
        and
        consummate a successful business combination.
 
 ***There
        can be no assurance that the Company will successfully consummate a business
        combination.***
 
 We
        can
        give no assurances that we will successfully identify and evaluate suitable
        business opportunities or that we will conclude a business combination.
        Management has not identified any particular industry or specific business
        within an industry for evaluation. We cannot guarantee that we will be able
        to
        negotiate a business combination on favorable terms.
 
 ***The
        time and cost of preparing a private company to become a public reporting
        company may preclude us from entering into a merger or acquisition with the
        most
        attractive private companies.***
 
 Target
        companies that fail to comply with SEC reporting requirements may delay or
        preclude acquisition. Sections 13 and 15(d) of the Exchange Act require
        reporting companies to provide certain information about significant
        acquisitions, including certified financial statements for the company acquired,
        covering one, two, or three years, depending on the relative size of the
        acquisition. The time and additional costs that may be incurred by some target
        entities to prepare these statements may significantly delay or essentially
        preclude consummation of an acquisition. Otherwise suitable acquisition
        prospects that do not have or are unable to obtain the required audited
        statements may be inappropriate for acquisition so long as the reporting
        requirements of the Exchange Act are applicable.
  
  ***The
        Company may be subject to further government regulation which would adversely
        affect our operations.***
 
 Although
        we are subject to the reporting requirements under the Exchange Act, management
        believes we are not subject to regulation under the Investment Company Act
        of
        1940, as amended (the “Investment Company Act”), since we are not engaged in the
        business of investing or trading in securities. If we engage in business
        combinations which result in our holding passive investment interests in
        a
        number of entities, we could be subject to regulation under the Investment
        Company Act. If so, we would be required to register as an investment company
        and could be expected to incur significant registration and compliance costs.
        We
        have obtained no formal determination from the SEC as to our status under
        the
        Investment Company Act and, consequently, violation of the Investment Company
        Act could subject us to material adverse consequences.
 
 ***Any
        potential acquisition or merger with a foreign company may subject us to
        additional risks.***
 
 If
        we
        enter into a business combination with a foreign company, we will be subject
        to
        risks inherent in business operations outside of the United States. These
        risks
        include, for example, currency fluctuations, regulatory problems, punitive
        tariffs, unstable local tax policies, trade embargoes, risks related to shipment
        of raw materials and finished goods across national borders and cultural
        and
        language differences. Foreign economies may differ favorably or unfavorably
        from
        the United States economy in growth of gross national product, rate of
        inflation, market development, rate of savings, and capital investment, resource
        self-sufficiency and balance of payments positions, and in other
        respects.
 
 ***The
        Company may be subject to certain tax consequences in our business, which
        may
        increase our cost of doing business.***
 
 We
        may
        not be able to structure our acquisition to result in tax-free treatment
        for the
        companies or their stockholders, which could deter third parties from entering
        into certain business combinations with us or result in being taxed on
        consideration received in a transaction. Currently, a transaction may be
        structured so as to result in tax-free treatment to both companies, as
        prescribed by various federal and state tax provisions. We intend to structure
        any business combination so as to minimize the federal and state tax
        consequences to both us and the target entity; however, we cannot guarantee
        that
        the business combination will meet the statutory requirements of a tax-free
        reorganization or that the parties will obtain the intended tax-free treatment
        upon a transfer of stock or assets. A non-qualifying reorganization could
        result
        in the imposition of both federal and state taxes that may have an adverse
        effect on both parties to the transaction.
 
 ***Our
        business will have no revenue unless and until we merge with or acquire an
        operating business.***
 
 We
        are a
        development stage company and have had no revenue from operations. We do
        not
        expect to realize any revenue unless and until we successfully merge with
        or
        acquire an operating business.
 
 ***Because
        we may seek to complete a business combination through a “reverse merger”,
        following such a transaction we may not be able to attract the attention
        of
        major brokerage firms.***
 
 Additional
        risks may exist since we expect to assist a privately held business to become
        public through a “reverse merger.” Securities analysts of major brokerage firms
        may not provide coverage of our Company since there is no incentive to brokerage
        firms to recommend the purchase of common stock, par value $0.0001 per share
        (the “Common Stock”). No assurance can be given that brokerage firms will want
        to conduct any secondary offerings on behalf of our post-merger company in
        the
        future.
 
 ***We
        cannot assure you that following a business combination with an operating
        business, our Common Stock will be listed on NASDAQ or any other securities
        exchange.***
  Following
        a business combination, we may seek the listing of Common
        Stock on
        NASDAQ
        or the American Stock Exchange. However, we cannot assure you that following
        such a transaction, we will be able to meet the initial listing standards
        of
        either of those or any other stock exchange, or that we will be able to maintain
        a listing of Common
        Stock on
        either
        of those or any other stock exchange. After completing a business combination,
        until the Common
        Stock is
        listed
        on the NASDAQ or another stock exchange, we expect that the Common
        Stock would
        be
        eligible to trade on the OTC Bulletin Board, another over-the-counter quotation
        system, or on the “pink sheets,” where our stockholders may find it more
        difficult to dispose of shares or obtain accurate quotations as to the market
        value of the Common
        Stock .
        In
        addition, we would be subject to an SEC rule that, if it failed to meet the
        criteria set forth in such rule, imposes various practice requirements on
        broker-dealers who sell securities governed by the rule to persons other
        than
        established customers and accredited investors. Consequently, such rule may
        deter broker-dealers from recommending or selling the Common
        Stock ,
        which
        may further affect its liquidity. This would also make it more difficult
        for us
        to raise additional capital following a business combination.
  
  ***Our
        sole stockholder may have a minority interest in the Company following a
        merger
        or other business combination with an operating
        business.***
 
 If
        we
        consummate a merger or business combination with a company with a value in
        excess of the value of our Company and issue shares of Common
        Stock to
        the
        stockholders of such company as consideration for merging with us, our sole
        stockholder would own less than 50% of the Company after the business
        combination. The stockholders of the acquired company would therefore be
        able to
        control the election of our Board of Directors and control our Company.
 
 ***There
        is currently no trading market for our Common Stock, and liquidity of shares
        of
        our Common Stock is limited.***
 
 Shares
        of
        our Common
        Stock are
        not
        registered under the securities laws of any state or other jurisdiction,
        and
        accordingly there is no public trading market for the Common
        Stock .
        Further, no public trading market is expected to develop in the foreseeable
        future unless and until the Company completes a business combination with
        an
        operating business and the Company thereafter files a registration statement
        under the Securities Act of 1933, as amended (the “Securities Act”). Therefore,
        outstanding shares of Common
        Stock cannot
        be
        offered, sold, pledged or otherwise transferred unless subsequently registered
        pursuant to, or exempt from registration under, the Securities Act and any
        other
        applicable federal or state securities laws or regulations. S hares
        of Common
        Stock cannot
        be
        sold under the exemptions from registration provided by Rule 144 under or
        Section 4(1) of the Securities Act (“Rule 144”), in accordance with the letter
        from Richard K. Wulff, Chief of the Office of Small Business Policy of the
        Securities and Exchange Commission’s Division of Corporation Finance, to Ken
        Worm of NASD Regulation, dated January 21, 2000 (the “Wulff Letter”). The Wulff
        Letter provides that certain private transfers of the shares of common stock
        also may be prohibited without registration under federal securities laws.
        The
        SEC has approved codifying certain aspects of the Wulff Letter and adjusting
        some of its provisions. The adjustments include allowing stockholders of
        a
        company that was formerly a shell company to be able to utilize the exemption
        from registration under Rule 144 under certain circumstances following such
        time
        as the company is no longer a shell company and certain disclosures have
        been
        completed.  The changes, which will apply retroactively to the
        purchasers, become effective on February 15, 2008, but are not effective as
        of this time.
 
 Compliance
        with the criteria for securing exemptions under federal securities laws and
        the
        securities laws of the various states is extremely complex, especially in
        respect of those exemptions affording flexibility and the elimination of
        trading
        restrictions in respect of securities received in exempt transactions and
        subsequently disposed of without registration under the Securities Act or
        state
        securities laws.
 
 ***There
        are issues impacting liquidity of our securities with respect to the SEC’s
        review of a future resale registration statement.***
 
 Since
        shares of our Common
        Stock issued
        prior to a business combination or reverse merger cannot currently, nor will
        they for a considerable period of time after we complete a business combination,
        be available to be offered, sold, pledged or otherwise transferred without
        being
        registered pursuant to the Securities Act, we will likely file a resale
        registration statement on Form SB-2 or Form S-1, or some other available
        form,
        to register for resale such shares of Common
        Stock .
        We
        cannot control this future registration process in all respects as some matters
        are outside our control. Even if we are successful in causing the effectiveness
        of the resale registration statement, there can be no assurances that the
        occurrence of subsequent events may not preclude our ability to maintain
        the
        effectiveness of the registration statement. Any of the foregoing items could
        have adverse effects on the liquidity of our shares of Common
        Stock .
  
  In
        addition, the SEC has recently disclosed that it has developed internal informal
        guidelines concerning the use of a resale registration statement to register
        the
        securities issued to certain investors in private investment in public equity
        (PIPE) transactions, where the issuer has a market capitalization of less
        than
        $75 million and, in general, does not qualify to file a Registration Statement
        on Form S-3 to register its securities. The SEC has taken the position that
        these smaller issuers may not be able to rely on Rule 415 under the Securities
        Act (“Rule 415”), which generally permits the offer and sale of securities on a
        continued or delayed basis over a period of time, but instead would require
        that
        the issuer offer and sell such securities in a direct or "primary" public
        offering, at a fixed price, if the facts and circumstances are such that
        the SEC
        believes the investors seeking to have their shares registered are underwriters
        and/or affiliates of the issuer. It appears that the SEC in most cases will
        permit a registration for resale of up to one third of the total number of
        shares of common stock then currently owned by persons who are not affiliates
        of
        such issuer and, in some cases, a larger percentage depending on the facts
        and
        circumstances. Staff members also have indicated that an issuer in most cases
        will have to wait until the later of six months after effectiveness of the
        first
        registration or such time as substantially all securities registered in the
        first registration are sold before filing a subsequent registration on behalf
        of
        the same investors. Since, following a reverse merger or business combination,
        we may have little or no tradable shares of Common
        Stock ,
        it is
        unclear as to how many, if any, shares of Common
        Stock the
        SEC
        will permit us to register for resale, but SEC staff members have indicated
        a
        willingness to consider a higher percentage in connection with registrations
        following reverse mergers with shell companies such as the Company. The SEC
        may
        require as a condition to the declaration of effectiveness of a resale
        registration statement that we reduce or “cut back” the number of shares of
        common stock to be registered in such registration statement. The result
        of the
        foregoing is that a stockholder’s liquidity in Common
        Stock may
        be
        adversely affected in the event the SEC requires a cut back of the securities
        as
        a condition to allow the Company to rely on Rule 415 with respect to a resale
        registration statement, or, if the SEC requires us to file a primary
        registration statement.
 
 ***We
        have never paid dividends on our Common Stock.***
 
 We
        have
        never paid dividends on our Common
        Stock and
        do
        not presently intend to pay any dividends in the foreseeable future. We
        anticipate that any funds available for payment of dividends will be re-invested
        into the Company to further its business strategy.
 
 ***The
        Company intends to issue more shares in a merger or acquisition, which will
        result in substantial dilution.***
 
 Our
        Certificate of Incorporation authorizes the issuance of a maximum of
        100,000,000 shares of Common
        Stock and
        a
        maximum of 10,000,000 shares of preferred stock, par value $.0001 per share
        (the
“Preferred Stock”). Any merger or acquisition effected by us may result in the
        issuance of additional securities without stockholder approval and the
        substantial dilution in the percentage of Common Stock held by our then existing
        stockholders. Moreover, the Common Stock issued in any such merger or
        acquisition transaction may be valued on an arbitrary or non-arm’s-length basis
        by our management, resulting in an additional reduction in the percentage
        of
        Common Stock held by our current stockholder. Our Board of Directors has
        the
        power to issue any or all of such authorized but unissued shares without
        stockholder approval. To
        the
        extent that additional shares of Common Stock or Preferred Stock are issued
        in
        connection with a business combination or otherwise, dilution to the interests
        of our stockholder will occur and the rights of the holder of Common Stock
        might
        be materially and adversely affected.
 
 ***Our
        sole stockholder may engage in a transaction to cause the Company to repurchase
        its shares of Common Stock.***
 
 In
        order
        to provide an interest in the Company to a third party, our sole stockholder
        may
        choose to cause the Company to sell Company securities to third parties,
        with
        the proceeds of such sale being utilized by the Company to repurchase its
        shares
        of Common Stock. As a result of such transaction, our management, stockholder(s)
        and Board of Directors may change.
 
 
  ***Our
        Board of Directors has the power to issue shares of Preferred Stock with
        certain
        rights without stockholder approval.***
 
 Our
        Certificate of Incorporation authorizes the issuance of up to 10,000,000
        shares
        of Preferred Stock with designations, rights and preferences determined from
        time to time by its Board of Directors. Accordingly, our Board of Directors
        is
        empowered, without stockholder approval, to issue shares of Preferred Stock
        with
        dividend, liquidation, conversion, voting, or other rights which could adversely
        affect the voting power or other rights of the holders of the Common
        Stock .
        In the
        event of issuance, the Preferred Stock could be utilized, under certain
        circumstances, as a method of discouraging, delaying or preventing a change
        in
        control of the Company. Although we have no present intention to issue any
        shares of our authorized Preferred Stock, there can be no assurance that
        we will
        not do so in the future.
 
 **Item
        2. Description of Property.**
 
 The
        Company neither rents nor owns any properties. The Company utilizes the office
        space and equipment of its officers and sole director 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 .
 
 **Item
        3. Legal Proceedings.**
 
 Presently,
        there are not any material pending legal proceedings to which the Company
        is a
        party or as to which any of its property is subject, and no such proceedings
        are
        known to the Company to be threatened or contemplated against it.
 
 **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. Our Common Stock is not listed on a publicly-traded market.
        As
        of January 10, 2008, there was one holder of record of our Common
        Stock.
 
 **Preferred
        Stock**
 
 Our
        Certificate of Incorporation authorizes the issuance of up to 10,000,000
        shares
        of Preferred Stock. The Company has not yet issued any of the Preferred Stock.
  **Dividend
        Policy**
 
 The
        Company has not declared or paid any cash dividends on 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**
 
 None.
 
 **Recent
        Sales of Unregistered Securities**
 
 On
        October 6, 2006, the Company issued 5,000,000 shares of Common Stock to Vision
        Master Fund for an aggregate investment of $24,500. The Company 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.
 
 **Item
        6. Management’s Discussion and Analysis or Plan of
        Operation.**
 
 **Plan
        of Operation**
 
 The
        Company has not realized any revenues from operations since inception, and
        its
        plan of operation for the next twelve months is to locate a suitable acquisition
        or merger candidate and consummate a business combination. The Company may
        need
        additional cash advances from its stockholder 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 least the next
        twelve months, the Company can provide no assurance that it can continue to
        satisfy its cash requirements for such period.
 
 Since
        our
        formation on October 6, 2006, our purpose has been to effect a business
        combination with an operating business which we believe has significant growth
        potential. We are currently considered to be a “blank check” company in as much
        as we have no specific business plans, no operations, revenues or employees.
        We
        currently have no definitive agreements or understanding with any prospective
        business combination candidates and have not targeted any business for
        investigation and evaluation nor are there any assurances that we will find
        a
        suitable business with which to combine. The implementation of our business
        objectives is wholly contingent upon a business combination and/or the
        successful sale of securities in the company.
  As
        a
        result of our limited resources, we expect to effect only a single business
        combination. Accordingly, the prospects for our success will be entirely
        dependent upon the future performance of a single business. Unlike certain
        entities that have the resources to consummate several business combinations
        or
        entities operating in multiple industries or multiple segments of a single
        industry, we will not have the resources to diversify our operations or benefit
        from the possible spreading of risks or offsetting of losses. A target business
        may be dependent upon the development or market acceptance of a single or
        limited number of products, processes or services, in which case there will
        be
        an even higher risk that the target business will not prove to be commercially
        viable.
 
 Our
        officers are only required to devote a very limited portion of their time
        to our
        affairs on a part-time or as-needed basis. We expect to use outside consultants,
        advisors, attorneys and accountants as necessary, none of which will be hired
        on
        a retainer basis. We do not anticipate hiring any full-time employees so
        long as
        we are seeking and evaluating business opportunities.
 
 We
        expect
        our present management to play no managerial role in the Company following
        a
        merger or business combination. Although we intend to scrutinize closely
        the
        management of a prospective target business in connection with our evaluation
        of
        a business combination with a target business, our assessment of management
        may
        be incorrect. We cannot assure you that we will find a suitable business
        with
        which to combine.
 
 
  **Results
        of Operations**
 
 The
        Company has not conducted any active operations since inception, except for
        its
        efforts to locate a suitable acquisition or merger transaction. No revenue
        has
        been generated by the Company during such period, and it is unlikely the
        Company
        will have any revenues unless it is able to effect an acquisition of or merger
        with another operating company, of which there can be no assurance.
 
 **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
      7. Financial Statements.**





**VISION
      ACQUISITION II, INC.**


**(A
      Development Stage Company)**


**Table
      of Contents**


**September
      30, 2007**





**Page****Report
                of Independent Registered Public Accounting Firm**
            F
                -
                1**Financial
                Statements:**Balance
                Sheet as of September 30, 2007
            F
                -
                2Statement
                of Operations for the Period from October 6, 2006 (Date of Inception)
                to
                September 30, 2007
            F
                -
                3Statement
                of Stockholder’s Equity for the Period from October 6, 2006 (Date of
                Inception) to September 30, 2007
            F
                -
                4Statement
                of Cash Flows for the Period from October 6, 2006 (Date of Inception)
                to
                September 30, 2007
            F
                -
                5**Notes
                to Financial Statements**
            F
                -
                6








**Report
      of Independent Registered Public Accounting Firm**





To
      the
      Board of Directors and Stockholders of


Vision
      Acquisition II Inc.





We
      have
      audited the balance sheet of Vision Acquisition II Inc. (a development stage
      company) as of September 30, 2007 and the related statements of operations,
      stockholders’ equity and cash flows for the period October 6, 2006 (date of
      inception) through September 30, 2007. 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 the audit to obtain reasonable assurance about whether the financial
      statements are free of material misstatement. 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 of September 30,
      2007
      and the results of its operations, cash flows and changes in stockholders’
equity for the period October 6, 2006 (date of inception) through


September
      30, 2007 in conformity with accounting principles generally accepted in the
      United States of America.





The
      accompanying financial statements have been prepared assuming that the Company
      will continue as a going concern. As discussed in Note 2 to the financial
      statements, conditions exist which raise substantial doubt about the Company’s
      ability to continue as a going concern unless it is able to generate sufficient
      cash flows to meet its obligations and sustain its operations. Management’s plan
      in regard to these matters are also described in Note 2. The financial
      statements do not include any adjustments that might result from the outcome
      of
      this uncertainty.




Gruber
      & Company, LLC




/s/
      Gruber & Company, LLC





Lake
      Saint Louis, Missouri


January
      10, 2008


F
          - 1





**Vision
      Acquisition II, Inc.**


**(A
      Development Stage Company)**


**Balance
      Sheet**


**September
      30, 2007**





**Assets**Current
                Assets:Cash
            
            $
            8,927Total
                Assets
            
            
            8,927**Liabilities
                and Stockholders' Equity:**Current
                Liabilities:Accounts
                Payable
            
            
            -Stockholders'
                Equity:Common
                Stock, 100,000,000 shares authorized 5,000,000 shares @.0001 par
                issued
                and outstanding
            
            
            500Preferred
                Stock, 10,000,000 shares authorized, 0 shares issued and outstanding
                @
                .0001 par value
            
            
            -Additional
                Paid in Capital
            
            
            35,250Deficit
                Accumulated During Development Stage
            
            
            (26,823
            )Total
                Stockholders' Equity
            
            
            8,927Total
                Liabilities and Stockholders' Equity
            
            $
            8,927





See
      accompanying notes to financial statements.


F
          - 2





**Vision
      Acquisition II, Inc.**


**(A
      Development Stage Company)**


**Statement
      of Operations**





**October
                6, 2006****(Date
                of****Inception)****through****9/30/2007****Revenues**
            
            $
            -**Expenditures**Professional
                fees
            
            
            26,823**Net
                loss**
            
            $
            (26,823
            )**Loss
                per share**
            
            $
            (0.010
            )**Weighted
                Average of Shares Outstanding**
            
            
            5,000,000





See
      accompanying notes to financial statements.


F
          - 3




**Vision
      Acquisition II, Inc.**


**(A
      Development Stage Company)**


**Statement
      of Stockholders' Equity**





**Deficit****Accumulated****Common**
            
            
            
            **Additional**
            
            **During****Shares**
            
            **Common**
            
            **Paid-In**
            
            **Development****Issued**
            
            **Stock**
            
            **Capital**
            
            **Stage**
            
            **Total**Issuance
                of founders shares for cash on October 6, 2006
            
            
            5,000,000
            
            $
            500
            
            $
            24,000
            
            $
            -
            
            $
            24,500Capital
                Contribution
            
            
            
            
            
            
            
            
            11,250
            
            
            
            
            
            11,250Loss
                for the period
            
            
            
            
            
            
            
            
            
            
            
            (26,823
            )
            
            (26,823
            )Balance
                September 30, 2007
            
            
            5,000,000
            
            $
            500
            
            $
            35,250
            
            $
            (26,823
            )
            $
            8,927





See
      accompanying notes to financial statements.


F
          - 4




**Vision
      Acquisition II, Inc.**


**(A
      Development Stage Company)**


**Statement
      of Cash Flows**





**October
                6, 2006****(Date
                of****Inception)****through****9/30/2007****Cash
                Flows from operating activities:**Net
                Loss
            
            $
            (26,823
            )Cash
                flows used for operating activities
            
            
            (26,823
            )**Cash
                Flows from Financing Activities**Sale
                of Common Stock and Contribution of Capital
            
            
            35,750**Net
                Increase in Cash**
            
            
            8,927**Cash
                at the beginning**
            
            
            -**Cash
                at the end**
            
            $
            8,927





See
      accompanying notes to financial statements.


F
          - 5





**VISION
      ACQUISITION II, INC.**


**(A
      DEVELOPMENT STAGE COMPANY)**


**NOTES
      TO FINANCIAL STATEMENTS**


**SEPTEMBER
      30, 2007**





**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.





**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:





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





**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
      estimated useful lives are as follows:


F
          - 6


**VISION
      ACQUISITION II, INC.**


**(A
      DEVELOPMENT STAGE COMPANY)**


**NOTES
      TO FINANCIAL STATEMENTS**


**SEPTEMBER
      30, 2007**





Web
      Site  5
      years





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.





**Income
      Taxes**





The
      Company’s year end is September 30, 2007. The Company has a net operating loss
      carry forward of $26,823 expiring in the year 2022. The Company has reserved
      against any tax benefit in full as it is unsure if it can ultimately benefit
      from the loss.





**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.





**Stock-Based
      Compensation**




In
      March
      2004, the FASB issued a proposed statement, Share-Based Payment, which addresses
      the accounting for share-based payment transactions in which an enterprise
      receives employee services in exchange for equity instruments of the enterprise
      or liabilities that are based on the grant-date fair value of the enterprise's
      equity instruments or that may be settled by the issuance of such equity
      instruments. The proposed statement would eliminate the ability to account
      for
      share-based compensation transactions using Accounting Principles Board ("APB")
      Opinion No. 25, Accounting for Stock Issued to Employees, and generally would
      require instead that such transactions be accounted for using a fair-value-based
      method. In December 2004, the FASB issued SFAS No. 123(R), Share-Based Payment,
      which is a revision of SFAS No. 123. Generally, the approach in SFAS No. 123(R)
      is similar to the approach described in SFAS No. 123. However, SFAS No. 123(R)
      requires all share-based payments to employees, including grants of employee
      stock options, to be recognized in the income statement based on their
      grant-date fair values. Pro forma disclosure is no longer an alternative.




As
      permitted by SFAS No. 123, for 2005, the Company accounted for share-based
      payments to employees using APB Opinion No. 25's intrinsic value method and,
      as
      such, generally recognized no compensation cost for employee stock options.
      Effective January 1, 2006, we have adopted SFAS No. 123(R)'s fair value method
      of accounting for share based payments. Accordingly, the adoption of SFAS No.
      123(R)'s fair value method may have a significant impact on the Company's
      results of operations as we are required to recognize the cost of employee
      services received in exchange for awards of equity instruments based on the
      grant-date fair value of those awards. SFAS No. 123(R) permits public companies
      to adopt its requirements using either the "modified prospective" method or
      the
      "modified retrospective" method. The Company adopted SFAS No. 123(R) using
      the
      modified prospective method. In April 2005, the SEC delayed the effective date
      of SFAS No. 123(R), which is now effective for public companies for annual,
      rather than interim periods that begin after June 15, 2005. The impact of the
      adoption of SFAS No. 123(R) cannot be predicted at this time because it will
      depend on levels of share-based payments granted in the future.


F
          - 7


**VISION
      ACQUISITION II, INC.**


**(A
      DEVELOPMENT STAGE COMPANY)**


**NOTES
      TO FINANCIAL STATEMENTS**


**SEPTEMBER
      30, 2007**





**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.





**New
      Accounting Pronouncements**





In
      March
      2004, the FASB approved the consensus reached on the Emerging Issues Task Force
      (EITF) Issue No. 03-1, "The Meaning of Other-Than-Temporary Impairment and
      Its
      Application to Certain Investments." The objective of this Issue is to provide
      guidance for identifying impaired investments. EITF 03-1 also provides new
      disclosure requirements for investments that are deemed to be temporarily
      impaired.





In
      September 2004, the FASB issued a FASB Staff Position (FSP) EITF 03-1-1 that
      delays the effective date of the measurement and recognition guidance in EITF
      03-1 until after further deliberations by the FASB. The disclosure requirements
      are effective only for annual periods ending after June 15, 2004. The Company
      has evaluated the impact of the adoption of the disclosure requirements of
      EITF
      03-1 and does not believe it will have an impact to the Company's overall
      combined results of operations or combined financial position. Once the FASB
      reaches a final decision on the measurement and recognition provisions, the
      Company will evaluate the impact of the adoption of EITF 03-1.





In
      November 2004, the FASB issued SFAS No. 151 "Inventory Costs, an amendment
      of
      ARB No. 43, Chapter 4”, (" SFAS No. 151"). The amendments made by SFAS 151
      clarify that abnormal amounts of idle facility expense, freight, handling costs,
      and wasted materials (spoilage) should be recognized as current-period charges
      and require the allocation of fixed production overheads to inventory based
      on
      the normal capacity of the production facilities. The guidance is effective
      for
      inventory costs incurred during fiscal years beginning after June 15, 2005.
      Earlier application is permitted for inventory costs incurred during fiscal
      years beginning after November 23, 2004. The Company has evaluated the impact
      of
      the adoption of SFAS 151, and does not believe the impact will be significant
      to
      the Company's overall results of operations or financial position.





In
      December 2004, the FASB issued SFAS No.152, "Accounting for Real Estate
      Time-Sharing Transactions-an amendment of FASB Statements No. 66 and 67" ("SFAS
      152"). SFAS 152 amends SFAS No. 66, "Accounting for Sales of Real Estate",
      to
      reference the financial accounting and reporting guidance for real estate
      time-sharing transactions that is provided in AICPA Statement of Position (SOP)
      04-2, "Accounting for Real Estate Time-Sharing Transactions". SFAS 152 also
      amends SFAS No. 67, "Accounting for Costs and Initial Rental Operations of
      Real
      Estate **** Projects",
      to state that the guidance for (a) incidental operations and (b) costs incurred
      to sell real estate projects does not apply to real estate time-sharing
      transactions. The accounting for those operations and costs is subject to the
      guidance in SOP 04-2. SFAS 152 is effective for financial statements for fiscal
      years beginning after June 15, 2005, with earlier application encouraged. The
      Company has evaluated the impact of the adoption of SFAS 152, and does not
      believe the impact will be significant if any, to the Company's overall results
      of operations or financial position since the Company does not enter into such
      transactions.


F
          - 8





**VISION
      ACQUISITION II, INC.**


**(A
      DEVELOPMENT STAGE COMPANY)**


**NOTES
      TO FINANCIAL STATEMENTS**


**SEPTEMBER
      30, 2007**





In
      December 2004, the FASB issued SFAS No.153, "Exchanges of Nonmonetary Assets,
      an
      amendment of APB Opinion No. 29, Accounting for Nonmonetary Transactions."
      The
      amendments made by SFAS 153 are based on the principle that exchanges of
      nonmonetary assets should be measured based on the fair value of the assets
      exchanged. Further, the amendments eliminate the narrow exception for
      nonmonetary exchanges of similar productive assets and replace it with a broader
      exception for exchanges of nonmonetary assets that do not have commercial
      substance. Previously, Opinion 29 required that the accounting for an exchange
      of a productive asset for a similar productive asset or an equivalent interest
      in the same or similar productive asset should be based on the recorded amount
      of the asset relinquished. Opinion 29 provided an exception to its basic
      measurement principle (fair value) for exchanges of similar productive assets.
      That exception required that some nonmonetary exchanges, although commercially
      substantive, to be recorded on a carryover basis. By focusing the exception
      on
      exchanges that lack commercial substance, the FASB believes SFAS No.153 produces
      financial reporting that more faithfully represents the economics of the
      transactions. SFAS No.153 is effective for nonmonetary asset exchanges occurring
      in fiscal periods beginning after June 15, 2005. Earlier application is
      permitted for nonmonetary asset exchanges occurring in fiscal periods beginning
      after the date of issuance. The provisions of SFAS No.153 shall be applied
      prospectively. The Company has evaluated the impact of the adoption of SFAS
      153,
      and does not believe the impact will be significant to the Company's overall
      results of operations or financial position.





In
      December 2004, the FASB issued SFAS No.123 (revised 2004), "Share-Based Payment"
      ("SFAS 123(R)"). SFAS 123(R) will provide investors and other users of financial
      statements with more complete and neutral financial information by requiring
      that the compensation cost relating to share-based payment transactions be
      recognized in financial statements. That cost will be measured based on the
      fair
      value of the equity or liability instruments issued. SFAS 123(R) covers a wide
      range of share-based compensation arrangements including share options,
      restricted share plans, performance-based awards, share appreciation rights,
      and
      employee share purchase plans. SFAS 123(R) replaces SFAS No. 123, "Accounting
      for Stock-Based Compensation", and supersedes APB Opinion No. 25, "Accounting
      for Stock Issued to Employees". SFAS 123, as originally issued in 1995,
      established as preferable a fair-value-based method of accounting for
      share-based payment transactions with employees. However, that statement
      permitted entities the option of continuing to apply the guidance in Opinion
      25,
      as long as the footnotes to financial statements disclosed what net income
      would
      have been had the preferable fair-value-based method been used. Public entities
      (other than those filing as small business issuers) will be required to apply
      SFAS 123(R) as of the first interim or annual reporting period that begins
      after
      June 15, 2005. This pronouncement is effective for the Company, a small business
      issuer, as of the first interior annual reporting period that begins after
      December 15, 2005. The Company has evaluated the impact of the adoption of
      SFAS
      123(R), and does not believe the impact will be significant to the Company's
      overall results of operations or financial position.





In
      May,
      2005, The FASB issued SFAS No. 154, entitled *Accounting
      Changes and Error Corrections - a replacement of APB Opinion No. 20 and FASB
      Statement No. 3.* This
      Statement replaces APB Opinion No. 20, Accounting Changes and FASB Statement
      No.
      3, Reporting Accounting Changes in Interim Financial Statements, and changes
      the
      requirements for the accounting for and reporting of a change in accounting
      principle. This statement applies to all voluntary changes in accounting
      principle. It also applies to changes required by an accounting pronouncement
      in
      the unusual instance that the pronouncement does not include specific transition
      provisions. Opinion 20 previously required that most voluntary changes in
      accounting principle be recognized by including in net income of the period
      of
      the change the cumulative effect of changing to the new accounting principle.
      This Statement requires *retrospective*  *application* to
      prior
      periods’ financial statements of changes in accounting principle, unless it is
      impracticable to determine either the period-specific effects or the cumulative
      effect of the change. This Statement defines as the application of a different
      accounting principle to prior accounting periods as if that principle had always
      been used or as the adjustment of previously issued financial statements to
      reflect a change in the reporting entity. This statement also redefines *restatement* as
      the
      revising of previously issued financial statements to reflect the correction
      of
      an error. The adoption of SFAS 154 did not impact the financial
      statements.


F
          - 9


**VISION
      ACQUISITION II, INC.**


**(A
      DEVELOPMENT STAGE COMPANY)**


**NOTES
      TO FINANCIAL STATEMENTS**


**SEPTEMBER
      30, 2007**





In
      February, 2006, FASB issued SFAS No. 155, “ *Accounting
      for Certain Hybrid Financial Statements”.* SFAS No.
      155 amends SFAS No. 133, “ *Accounting
      for Derivative Instruments and Hedging Activities”* and
      SFAS
      No. 140, *“Accounting
      for Transfers and Servicing of Financial Assets and Extinguishments of
      Liabilities”.* SFAS No.
      155 permits fair value measurement for any hybrid financial instrument that
      contains an embedded derivative that otherwise would require bifurcation,
      clarifies which interest-only strips and principal-only strips are not subject
      to the requirements of SFAS No. 133, establishes a requirement to evaluate
      interest in securitized financial assets to identify interests that are
      freestanding derivatives or that are hybrid financial statements that contain
      an
      embedded derivative requiring bifurcation, clarifies that concentrations of
      credit risk in the form of subordination are not embedded derivatives, and
      amends SFAS No. 140 to eliminate the prohibition on the qualifying
      special-purpose entity from holding a derivative financial instrument that
      pertains to a beneficial interest other than another derivative financial
      instrument. This statement is effective for all financial instruments acquired
      or issued after the beginning of the Company’s first fiscal year that begins
      after September 15, 2006. Management believes that this statement will not
      have
      a significant impact on the financial statements.





In
      March,
      2006 FASB issued SFAS 156 “ *Accounting
      For Servicing of Financial Assets”.*T his
      Statement amends FASB Statement No. 140, “ *Accounting
      for Transfers and Servicing of Financial Assets and Extinguishment of
      Liabilities”,* with
      respect to the accounting for separately recognized servicing assets and
      servicing liabilities. This Statement:





1.
            Requires
                an entity to recognize a servicing asset or servicing liability each
                time
                it undertakes an obligation to service a financial asset by entering
                into
                a servicing contract.


2.
            Requires
                all separately recognized servicing assets and servicing liabilities
                to be
                initially measured at fair value, if
                practicable.


3.
            Permits
                an entity to choose “Amortization method” or “Fair value measurement
                method” for each class of separately recognized servicing assets and
                servicing liabilities.


4.
            At
                its initial adoption, permits a one-time reclassification of
                available-for-sale securities to trading securities by entities with
                recognized servicing rights, without calling into question the treatment
                of other available-for-sale securities under Statement 115, provided
                that
                the available-for-sale securities are identified in some manner as
                offsetting the entity’s exposure to changes in fair value of servicing
                assets or servicing liabilities that a servicer elects to subsequently
                measure at fair value.


5.
            Requires
                separate presentation of servicing assets and liabilities subsequently
                measured at fair value in the statement of financial position and
                additional disclosures for all separately recognized servicing assets
                and
                servicing liabilities.





Management
      believes that this statement will not have a significant impact on the financial
      statements.





**NOTE
      3 - STOCKHOLDERS’ EQUITY**





The
      Company has issued 5,000,000 shares of its common stock as founder shares,
      for a
      total consideration of $24,500. A capital contribution of $11,250 has also
      be
      made for no consideration.


F
          - 10





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





None.




**Item
      8A. Controls and Procedures.**





Evaluation
      of Disclosure Controls and Procedures.




We
      maintain disclosure controls and procedures that are designed to ensure that
      information required to be disclosed in our reports filed pursuant to the
      Exchange Act is recorded, processed, summarized and reported within the time
      periods specified in the SEC’s rules, regulations and related forms, and that
      such information is accumulated and communicated to our principal executive
      officer and principal financial officer, as appropriate, to allow timely
      decisions regarding required disclosure.





As
      of
      September 30, 2007, we carried out an evaluation, under the supervision and
      with
      the participation of our principal executive officer and our principal financial
      officer of the effectiveness of the design and operation of our disclosure
      controls and procedures. Based on this evaluation, our principal executive
      officer and our principal financial officer concluded that our disclosure
      controls and procedures were effective as of the end of the period covered
      by
      this report.





Changes
      in Internal Controls.




There
      have been no changes in our internal controls over financial reporting during
      the period covered by this report that has materially affected or is reasonably
      likely to materially affect our internal controls. 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 SEC for newly public companies.





**Item
      8B. Other Information.**





None.





**PART
      III**





**Item
      9. Directors and Executive Officers of the Company.**





(a)
      Identification of Directors and Executive Officers. The following table sets
      forth certain information regarding the Company’s directors and executive
      officers for the fiscal year ended September 30, 2007:





**Name**
            
            **Age**
            
            **Position**
            
            **Term**Antti
                William Uusiheimala
            
            33
            
            President
                and Director
            
            October
                6, 2006 (Inception) thru PresentJonathan
                D. Shane
            
            60
            
            Secretary
            
            October
                6, 2006 (Inception) thru PresentDavid
                Berger
            
            24
            
            Chief
                Financial Officer
            
            December
                20, 2006 thru Present





The
      Company’s directors are elected annually for a one year term or until their
      respective successors are duly elected and qualified or until their earlier
      resignation or removal.





**Antti
      William Uusiheimala** ,
      the
      Company’s President and sole director, is currently a member of the investment
      team at Vision Capital, a SEC-registered investment advisor. Mr. Uusiheimala
      has
      served as a member of the investment team since June 2005. Prior to joining
      Vision Capital, 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 I, Inc. and Vision Acquisition
      III, Inc., both of which are publicly-reporting, non-trading, blank check shell
      companies. From August 1997 to December 2003, he attended 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, 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 since November 2005. Prior to joining Vision Capital, 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 I, Inc. and Vision Acquisition III, Inc., both
      of which are publicly-reporting, non-trading, blank check shell companies.
      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
      and has served as Controller since July 2005. Mr. Berger also currently serves
      as Chief Financial Officer of Vision Acquisition I, Inc. and Vision Acquisition
      III, Inc., both of which are publicly-reporting, non-trading, blank check shell
      companies. Prior to joining Vision Capital, 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.




(c)
      Family Relationships.





None.





(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 Company during the past five years.




**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, 2007 and written representations that no
      other reports were required, the Company believes that the no persons who,
      at
      any time during such fiscal year, was a director, officer or beneficial owner
      of
      more than 10% of Common Stock failed to comply with all Section 16(a)
      filing requirements during such fiscal year.





**Code
      of Ethics**





We
      have
      not adopted a Code of Business Conduct and Ethics that applies to our principal
      executive officer, principal financial officer, principal accounting officer
      or
      controller, or persons performing similar functions because there are only
      three
      persons involved in the management of the Company, all of whom devote only
      a
      limited amount of time to our business.





**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
      10. 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, 2007. The Company’s other executive officers were not paid any
      compensation for services rendered during the fiscal year ended September 30,
      2007.





Name
                and Position
            
            Year
            
            Total
                CompensationAntti
                William Uusiheimala,
                President and Director
            
            2007
            
            None





**Director
      Compensation**





We
      do not
      currently pay any cash fees to our sole director, nor do we pay his expenses
      in
      attending board meetings.





**Employment
      Agreements**





The
      Company is not a party to any employment agreements.





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





The
      following tables set forth certain information as of January 10, 2008, 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. Unless otherwise set forth below, each of the stockholders has an address
      located at c/o Vision Capital Advisors, LLC, 20 West 55 th Street,
      5 th Floor,
      New York, NY 10019.








Name
                and Address
            
            Amount
                and Nature of Beneficial Ownership
            
            Percentage
                of ClassVision
                Opportunity Master Fund, Ltd. (1)
              c/o
                Citi Hedge Fund Services (Cayman)
              Limited
              P.O.
                Box 1748
              Cayman
                Corporate Centre
              27
                Hospital Road, 5thFloor
              Grand
                Cayman KY1-1109
              Cayman
                Islands
            
            
            5,000,000
            
            
            100
            %Vision
                Capital Advisors, LLC (2)
            
            
            5,000,000
                (3
            )
            
            100
            %Adam
                Benowitz(4)
            
            
            5,000,000
                (5
            )
            
            100
            %Antti
                William Uusiheimala (6)
            
            
            0
            
            
            0
            %Jonathan
                D. Shane (7)
            
            
            0
            
            
            0
            %David
                Berger (8)
            
            
            0
            
            
            0
            %All
                Directors and Officers as a Group
              (3
                individuals)
            
            
            0
            
            
            0
            %






(1)
            Vision
                Master Fund is currently owned by four entities: (i) Vision Capital,
                (ii)
                Vision Opportunity Capital Partners, Ltd., a company formed in the
                Cayman
                Islands, (iii) Vision Opportunity Capital Partners, LP, a Delaware
                limited
                partnership and (iv) Tiberius Investments & Capital Limited, a
                corporation formed in the British Virgin Islands. Vision Capital,
                which
                manages Vision Master Fund, has sole voting and investment control
                over
                the shares of Common Stock owned by Vision Master Fund.


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


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


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


(5)
            Represents
                shares of common stock owned by Vision Master Fund and controlled
                by
                Vision Capital. As the Managing Member of Vision Capital, 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.





**Item
      12. 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 related party transactions,
      or
      any other transactions or relationships required to be disclosed pursuant to
      Item 404 of Regulation S-B.





**Item
      13. Exhibits.**





Index
      to
      Exhibits





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,
                2007.31.2
            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,
                2007.32.1
            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.









**Item
      14. Principal Accountant 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 quarterly reports on Form 10-QSB or services that are normally provided
      in connection with statutory and regulatory filings were $2,250 for the period
      from October 6, 2006 (Inception) to September 30, 2007.





**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 period from October 6, 2006 (Inception) to September 30, 2007.





**Tax
      Fees**





There
      were no fees billed by Gruber for professional services for tax compliance,
      tax
      advice, and tax planning for the period from October 6, 2006 (Inception) to
      September 30, 2007.





**All
      Other Fees**





There
      were no fees billed by Gruber for other products and services for the period
      from October 6, 2006 (Inception) to September 30, 2007.





**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.








**SIGNATURES**





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





**VISION
              ACQUISITION II, INC.**Dated:
                January 10, 2008
            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:
                January 10, 2008
            By:
            /s/
                Jonathan ShaneName:
            Jonathan
                ShaneTitle:
            SecretaryDated:
                January 10, 2008
            By:
            /s/
                David BergerName:
            David
                BergerTitle:
            Chief
                Financial Officer