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, 2008





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, 2008 were $0.





As of
December 29, 2008, there were 5,685,000 shares of common stock, par value $.0001
per share, outstanding, 685,000 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 55th Street,
5th
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 stockholders 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, 2008, we have incurred a net
loss of $(73,975).  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 an 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
provide any assurance 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.





The
Company has no existing agreement for a business transaction or other
transaction and there can be no assurance that the Company will successfully
consummate a business combination.





We have
no arrangement, agreement or understanding with respect to engaging in a merger
with, joint venture with or acquisition of, a private or public
entity.  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, and there is
consequently a risk that funds allocated to the purchase of our shares will not
be invested in a company with active business operations.





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.





The
Company has conducted no market research or identification of business
opportunities, which may affect our ability to identify a business to merge with
or acquire.





The
Company has not conducted market research concerning prospective business
opportunities, nor have others made the results of such market research
available to the Company. Therefore, we have no assurances that market demand
exists for a merger or acquisition as contemplated by us. Our management has not
identified any specific business combination or other transactions for formal
evaluation by us, such that it may be expected that any such target business or
transaction will present such a level of risk that conventional private or
public offerings of securities or conventional bank financing will not be
available. There is no assurance that we will be able to acquire a business
opportunity on terms favorable to us. Decisions as to which business opportunity
to participate in will be unilaterally made by our management, which may act
without the consent, vote or approval of our stockholders.









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
stockholders 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 stockholders 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 and
obtains effectiveness of 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.  Shares of Common Stock cannot be sold under the exemption
from registration provided by Section 4(1) of the Securities Act 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 issued by a blank check company may be prohibited without
registration under federal securities laws.  Further, stockholders may rely
on the exemption from registration provided by Rule 144 of the Securities Act
(“Rule 144”), subject to certain restrictions, starting one year after (i) the
completion of a business combination with a private company in a reverse merger
or reverse takeover transaction after which the company would cease to be a
“shell company” (as defined in Rule 12b-2 under the Exchange Act) and (ii) the
disclosure of certain information on a Current Report on Form 8-K within four
business days thereafter and only if the Company has been current in all of its
periodic SEC filings for the 12 months preceding the contemplated sale of stock.
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.









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 our
shares of 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 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 disclosed that it has developed internal 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 if the issuer’s securities are listed on the
Over-the-Counter Bulletin Board or on the OTC Pink Sheets. 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. SEC 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 few 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 at times 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 our
Common Stock may be adversely affected in the event the SEC requires a cut back
of the securities as a condition to allowing 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 expects 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
stockholders 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 stockholders 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, stockholders
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 December 29, 2008, there were 42 holders 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 May 2,
2008, the Company sold 400,000 shares of Common Stock for aggregate proceeds
equal to $8,000 in a private placement offering to accredited investors (the
“Private Placement”). In connection with the Private Placement, the Company
offered certain registration rights to the investors in the Private Placement,
pursuant to the terms and conditions contained in that certain registration
rights agreement, a copy of which is attached hereto as Exhibit 10.1 (the
“Registration Rights Agreement”).





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





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, 2008




PageReport
      of Independent Registered Public Accounting Firm
                                  
                                  F -
      1Financial
      Statements:Balance
      Sheet as of September 30, 2007 and September 30, 2008
                                  
                                  F -
      2Statement
      of Operations for the Fiscal Year ended September 30, 2008, the
      Period
                                  
                                  F -
      3from
      October 6, 2006 (Date of Inception) to September 30, 2007 and the
      CumulativePeriod
      from October 6, 2006 (Date of Inception) to September 30,
    2008Statement
      of Stockholder’s Equity for the Period from October 6, 2006 (Date of
      Inception)
                                  
                                  F -
      4to
      September 30, 2008Statement
      of Cash Flows for the Fiscal Year ended September 30, 2008, the
      Period
                                  
                                  F -
      5from
      October 6, 2006 (Date of Inception) to September 30, 2007 and the
      CumulativePeriod
      from October 6, 2006 (Date of Inception) to September 30,
    2008Notes
      to Financial Statements
                                  
                                  F -
      6




GRUBER
& COMPANY, LLC




REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM




The Board
of Vision Acquisition II, Inc.:




We have
audited the accompanying balance sheets of Vision Acquisition II, Inc. as of
September 30, 2008 and 2007 and the related statements of operations,
stockholders equity and cash flows for the years then ended. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.




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




In our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of the Company as at September 30,
2008 and 2007 and the results of its' operations and its' stockholders equity
and cash flows for the years then in conformity with accounting principles
generally accepted in the United States of America.




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




/s/ Gruber & Company
LLCGruber
      & Company LLCDated:
      December  9, 2008
  F-1




Vision
      Acquisition II, Inc.(A
      Development Stage Company)Balance
      SheetSeptember
      30,  2008
                        
                        
                        2007AssetsCurrent
      Assets:Cash
                        
                        $
                        4,275
                        
                        
                        $
                        8,927Total
      Assets
                        
                        $
                        4,275
                        
                        
                        $
                        8,927Liabilities
      and Stockholders' Equity:Current
      Liabilities:Accounts
      Payable
                        
                        $
                        -
                        
                        
                        $
                        -Stockholders'
      Equity:Common
      Stock, 100,000,000 shares authorized5,685,000
      and 5,000,000 shares issued @.0001
                        
                        
                        568
                        
                        
                        
                        500Preferred
      Stock, 10,000,000 shares authorized, 0 sharesissued
      and outstanding @ .0001 par value
                        
                        
                        
                        
                        
                        
                        -Additional
      Paid in Capital
                        
                        
                        77,682
                        
                        
                        
                        35,250Deficit
      Accumulated During Development Stage
                        
                        
                        (73,975
                        )
                        
                        
                        (26,823
                        )Total
      Stockholders' Equity
                        
                        
                        4,275
                        
                        
                        
                        8,927Total
      Liabilities and Stockholders' Equity
                        
                        $
                        4,275
                        
                        
                        $
                        8,927




The
accompanying notes are an integral part of these financial
statements.





F-2




Vision
      Acquisition II, Inc.(A
      Development Stage Company)Statement
      of Operations
  October
      6,
                  2006(Date
      of
                
                
                October
      6,Inception)
                
                
                2006Year
                
                
                through
                
                
                (Date
      ofEndedSeptember
                  30,
      2008
                
                
                September
                  30,
                  2007
                
                
                Inception)
                    through
                    September
      30, 2008Revenues
                
                $
                -
                
                
                $
                -
                
                
                $
                -ExpendituresProfessional
      fees
                
                
                47,152
                
                
                
                26,823
                
                
                
                73,975Net
      loss
                
                $
                (47,152
                )
                
                $
                (26,823
                )
                
                $
                (73,975
                )Loss
      per share
                
                $
                (0.01
                )
                
                $
                (0.01
                )Weighted
      Average of Shares Outstanding
                
                
                5,200,000
                
                
                
                5,000,000




The
accompanying notes are an integral part of these financial
statements.





F-3





Vision
      Acquisition II, Inc.(A
      Development Stage Company)Statement
      of Stockholders' Equity  DeficitAccumulatedCommon
                              
                              
                              
                              
                              
                              Additional
                              
                              
                              DuringShares
                              
                              
                              Common
                              
                              
                              Paid-In
                              
                              
                              DevelopmentIssued
                              
                              
                              Stock
                              
                              
                              Capital
                              
                              
                              Stage
                              
                              
                              TotalIssuance
      of founders shares for cash onOctober 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
                              )
                              
                              
                              8,927Issuance
      of Shares for Investment
                              
                              
                              285,000
                              
                              
                              
                              28
                              
                              
                              
                              (28
                              )Issuance
      of Shares for Cash
                              
                              
                              400,000
                              
                              
                              
                              40
                              
                              
                              
                              7,960
                              
                              
                              
                              -
                              
                              
                              
                              8,000Capital
      Contribution
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              34,500
                              
                              
                              
                              -
                              
                              
                              
                              34,500Net
      Loss for the Year
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              (47,152
                              )
                              
                              
                              (47,152
                              )Balance
      September 30, 2008
                              
                              
                              5,685,000
                              
                              
                              $
                              568
                              
                              
                              $
                              77,682
                              
                              
                              $
                              (73,975
                              )
                              
                              $
                              4,275




The
accompanying notes are an integral part of these financial
statements.





F-4





Vision
      Acquisition II, Inc.(A
      Development Stage Company)Statement
      of Cash Flows
  October
      6,
                    2006
                  
                  
                  October
      6,
                    2006(Date
      of
                  
                  
                  (Date
      ofFor
      the
                  
                  
                  Inception)
                  
                  
                  Inception)Year
      Ended
                  
                  
                  through
                  
                  
                  throughSeptember
                    30,
                  
                  
                  September
                    30,
                  
                  
                  September
                    30,2008
                  
                  
                  2007
                  
                  
                  2008Cash
      Flows from operating activities:Net
      Loss
                  
                  $
                  (47,152
                  )
                  
                  $
                  (26,823
                  )
                  
                  $
                  (73,975
                  )Cash
      flows used for operating activities
                  
                  
                  (47,152
                  )
                  
                  
                  (26,823
                  )
                  
                  
                  (73,975
                  )Cash
      Flows from Financing ActivitiesSale
      of Common Stock and Contribution of Capital
                  
                  
                  42,500
                  
                  
                  
                  35,750
                  
                  
                  
                  78,250Net
      Increase in Cash
                  
                  
                  (4,652
                  )
                  
                  
                  8,927
                  
                  
                  
                  4,275Cash
      at the beginning
                  
                  
                  8,927
                  
                  
                  
                  -Cash
      at the end
                  
                  $
                  4,275
                  
                  
                  $
                  8,927
                  
                  
                  $
                  4,275





The
accompanying notes are an integral part of these financial
statements.





F-5




VISION
ACQUISITION II, INC.


(A
DEVELOPMENT STAGE COMPANY)


NOTES
TO FINANCIAL STATEMENTS


SEPTEMBER
30, 2008


NOTE
1 - ORGANIZATION





Organization
and Line of Business





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





NOTE
2 – SIGNIFICANT ACCOUNTING POLICIES





Basis
of Presentation/Going Concern





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





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





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





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.




F-6




VISION
ACQUISITION II, INC.


(A
DEVELOPMENT STAGE COMPANY)


NOTES
TO FINANCIAL STATEMENTS


SEPTEMBER
30, 2008




Fixed
Assets





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





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





Concentration
of Credit Risk





The
Company places its cash with high quality financial institutions and at times
may exceed the FDIC $250,000 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, 2008. The Company has a net operating loss
carry forward of $73,975 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.




F-7




VISION
ACQUISITION II, INC.


(A
DEVELOPMENT STAGE COMPANY)


NOTES
TO FINANCIAL STATEMENTS


SEPTEMBER
30, 2008




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.




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
September 2006, the FASB issued SFAS No. 157, “Fair Value
Measurements”.  This Statement defines fair value, establishes a
framework for measuring fair value in generally accepted accounting principles
(GAAP), and expands disclosures about fair value measurements.  The
Statement applies under other accounting pronouncements that require or permit
fair value measurements.  SFAS No. 157 is effective for fiscal years
beginning after November 15, 2007, or the Company’s fiscal year ending September
30, 2009.  The Company is currently assessing the impact the adoption
of this pronouncement will have on the financial statements.





In
February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for
Financial Assets and Financial Liabilities” and is effective for fiscal years
beginning after November 15, 2007.  This Statement permits entities to
choose to measure many financial instruments and certain other items at fair
value.  The objective is to improve financial reporting by providing
entities with the opportunity to mitigate volatility in reported earnings caused
by measuring related assets and liabilities differently without having to apply
complex hedge accounting provisions.  The Company is currently
assessing the impact the adoption of this pronouncement will have on the
financial statements.





In
December 2007, the FASB issued SFAS No. 160 “Noncontrolling Interests in
Consolidated Financial Statements-an amendment of ARB No. 51” and is effective
for fiscal years beginning after December 5, 2008.  This Statement
establishes accounting and reporting standards for the noncontrolling interest
in a subsidiary and for the deconsolidation of a subsidiary.  The
Company is currently assessing the impact the adoption of this pronouncement
will have on the Company’s financial statements.





F-8




VISION
ACQUISITION II, INC.


(A
DEVELOPMENT STAGE COMPANY)


NOTES
TO FINANCIAL STATEMENTS


SEPTEMBER
30, 2008




In
December 2007, the FASB issued SFAS No. 141 (Revised) “Business
Combinations”.  SFAS 141 (Revised) is effective for fiscal years
beginning after December 13, 2008.  This Statement establishes
principles and requirements for how the acquirer of a business recognizes and
measures in its financial statements the identifiable assets acquired, the
liabilities assumed, and any noncontrolling interest in the
acquiree.  The Statement also provides guidance for recognizing and
measuring the goodwill acquired in the business combination and determines what
information to disclose to enable users of the financial statements to evaluate
the nature and financial effects of the business combination.  The
Company is currently assessing the impact the adoption of this pronouncement
will have on the Company’s financial statements.





NOTE
3 - STOCKHOLDERS’ EQUITY





The
Company has issued 5,685,000 shares of its common stock, 5,000,000 as founder
shares for cash of $24,500 and 400,000 for $8,000. Capital contributions for no
consideration amounted to $45,750. The company also issued 285,000 shares of
stock directly related to the fundraising of the $8,000 above. These shares were
valued at .02 cents, the share price the Company raised funds at, and charged to
additional paid in capital.





F-9




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, 2008, 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, 2008:





Name
                                    
                                    Age
                                    
                                    Position
                                    
                                    TermAntti
      William Uusiheimala
                                    
                                    34
                                    
                                    President
      and Director
                                    
                                    October
      6, 2006 (Inception) thru PresentJonathan
      D. Shane
                                    
                                    61
                                    
                                    Secretary
                                    
                                    October
      6, 2006 (Inception) thru PresentDavid
      Berger
                                    
                                    25
                                    
                                    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 was attending school at the University of
Helsinki, where he earned his Juris Doctor in 2003.  During those
years in which he attended the University of Helsinki, from January 2001 until
September 2002, Mr. Uusiheimala was the Vice President of Business Development
of CRF Health, Inc. in Boston, Massachusetts.




Jonathan D. Shane, the
Company’s Secretary, is currently a member of the investment team at Vision
Capital, 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, 2008 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, 2008.  The Company’s other executive officers were not
paid any compensation for services rendered during the fiscal year ended
September 30, 2008.





Name and Position
                            
                            Year
                            
                            Total CompensationAntti
      William Uusiheimala, President and Director
                            
                            2008
                            
                            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 December 23, 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
55th
Street, 5th 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, 5th
      Floor
                Grand
      Cayman KY1-1109
                Cayman
      Islands
              
              
              5,000,000
              
              
              
              88
              %Vision
      Capital Advisors, LLC (2)
              
              
              5,000,000
              (3)
              
              
              88
              %Adam
      Benowitz (4)
              
              
              5,000,000
              (5)
              
              
              88
              %Antti
      William Uusiheimala (6)
              
              
              0
              
              
              
              0
              %Jonathan
      D. Shane (7)
              
              
              0
              
              
              
              0
              %David
      Berger (8)
              
              
              0
              
              
              
              0
              %Meyers
      Associates L.P.
              
              
              285,000
              
              
              
              5
              %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.**10.1
                              
                              Registration
      Rights Agreement, dated May 2, 2008.***10.2
                              
                              Placement
      Agency Agreement, dated March 19, 2008.31.1
                              
                              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,
    2008.31.2
                              
                              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,
    2008.32.1
                              
                              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.**
              
              Filed
      as an exhibit to the Company’s Current Report on Form 8-K, as filed with
      the Securities and Exchange Commission on May 2, 2008, and incorporated
      herein by this reference.***
              
              Filed
      as an exhibit to the Company’s Current report on Form 8-K, as filed with
      the Securities and Exchange Commission on March 25, 2008, 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 and $8,000
for the fiscal year end September 30, 2008.




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 and the fiscal year ended September 30, 2008.




Tax
Fees


There were no fees billed
by Gruber for professional services for tax compliance, tax advice, and tax
planning for the period from October 6, 2006 (Inception) to September 30, 2008
and the fiscal year ended September 30, 2008.









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, 2008 and the fiscal year ended September 30, 2008.





Audit
Committee’s Pre-Approval Process





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










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:
      December 29, 2008
                        
                        By:
                        /s/ Antti William
    UusiheimalaName:
      Antti William UusiheimalaTitle:
      Chief Executive Officer and PresidentDated:
      December 29, 2008
                        
                        By:
                        /s/ David BergerName:
      David BergerTitle:
      Chief Financial
Officer





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




Dated:
      December 29, 2008
            
            By:
            /s/ Antti William
    UusiheimalaName:
      Antti William UusiheimalaTitle:
      Sole Director