U.S.
      SECURITIES AND EXCHANGE COMMISSION


Washington,
      D.C. 20549





FORM
      10-QSB





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


SECURITIES
      EXCHANGE ACT OF 1934





For
      the
      quarterly period ended June 30, 2008





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


SECURITIES
      EXCHANGE ACT OF 1934





For
      the
      transition period from to





Commission
      file number 000-52732




Vision
      Acquisition II, Inc.


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





Delaware


(State
      or
      other jurisdiction of incorporation or organization)





16-1779003


(I.R.S.
      Employer Identification Number)





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


(Address
      of Principal Offices)





(212)
      849-8225


(Issuer’s
      Telephone Number)





No
      change


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





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





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





APPLICABLE
      ONLY TO CORPORATE ISSUERS





State
      the
      number of shares outstanding of each of the issuer’s classes of common equity,
      as of the latest practicable date: 5,400,000 shares of common stock, par value
      $.0001 per share, outstanding as of August 12, 2008.





Transitional
      Small Business Disclosure Format (Check one):  Yes
o  No
x









**VISION
      ACQUISITION II, INC.**





**-
      INDEX -**


Page**PART
                  I- FINANCIAL INFORMATION:**Item
                  1.
              Financial
                  StatementsBalance
                  Sheet as of June 30, 2008 (Unaudited) and September 30,
                  2007
              
              F-1Statement
                  of Operations (Unaudited) for the nine and three months ended June
                  30,
                  2008, and 2007
              
              F-2and
                  for the Period from October 6, 2006 (Date
                  of Inception) through June 30, 2008Statement
                  of Cash Flows (Unaudited) for the Period from October 6, 2006 (Date
                  of
                  Inception)
              
              F-3through
                  June 30, 2008 and for the nine months ended June 30, 2008 and
                  2007Notes
                  to Financial Statements (Unaudited)
              
              F-4Item
                  2.
              Management's
                  Discussion and Analysis of Financial Condition and Results of
                  Operations
              
              1Item 3A(T).
              Controls
                  and Procedures
              
              3**PART
                  II – OTHER INFORMATION**:Item
                  1.
              Legal
                  Proceedings
              
              3Item
                  2.
              Unregistered
                  Sales of Equity Securities and Use of Proceeds
              
              3Item
                  3.
              Defaults
                  Upon Senior Securities
              
              3Item
                  4.
              Submission
                  of Matters to a Vote of Security Holders
              
              4Item
                  5.
              Other
                  Information
              
              4Item
                  6.
              Exhibits
              
              4Signatures
              
              
              5


**PART
      I – FINANCIAL INFORMATION**





**Item
      1. Financial Statements.**





**Vision
                Acquisition II Inc.****(A
                Development Stage Company)****Balance
                Sheet**




**(Unaudited)****June 30,**
            
            **September 30,****2008**
            
            **2007****Assets**Current
                Assets:Cash
            
            $
            2,510
            
            $
            8,927Total
                Assets
            
            
            2,510
            
            
            8,927**Liabilities
                and Stockholders' Equity:**Current
                Liabilities:Accounts
                Payable
            
            
            -
            
            
            -Stockholders'
                Equity:Common
                Stock, 100,000,000 shares authorized5,400,000,
                and 5,000,000 shares issued @.0001
            
            
            540
            
            
            500Preferred
                Stock, 10,000,000 shares authorized, 0 sharesissued
                and outstanding @ .0001 par value
            
            
            -Additional
                Paid in Capital
            
            
            65,710
            
            
            35,250Deficit
                Accumulated During Development Stage
            
            
            (63,740
            )
            
            (26,823
            )Total
                Stockholders' Equity
            
            
            2,510
            
            
            8,927Total
                Liabilities and Stockholders' Equity
            
            $
            2,510
            
            $
            8,927




See
      accompanying notes to financial statements.





F-1


**Vision
                Acquisition II Inc.****(A
                Development Stage Company)****Statement
                of Operations****(Unaudited)**


****
              
              
              
              
              
              
              
              **Inception**
                **October 6, 2006****Nine
                  months ended June 30,**
              
              **Three
                  months ended June 30,**
              
              **to****2008**
              
              **2007**
              
              **2008**
              
              **2007**
              
              **June 30, 2008****Revenues**
              
              $
              -
              
              $
              -
              
              $
              -
              
              $
              -
              
              $
              -**Expenditures**Professional
                  fees
              
              
              36,917
              
              
              26,823
              
              
              25,664
              
              
              14,238
              
              
              63,740**Net
                  loss**
              
              $
              (36,917
              )
              $
              (26,823
              )
              $
              (25,664
              )
              $
              (14,238
              )
              $
              (63,740
              )**Loss
                  per share**
              
              $
              (0.007
              )
              $
              (0.005
              )
              $
              (0.005
              )
              $
              (0.003
              )
              $
              (0.013
              )**Weighted
                  Average of Shares Outstanding**
              
              
              5,000,000
              
              
              5,000,000
              
              
              5,000,000
              
              
              5,000,000
              
              
              5,000,000




See
      accompanying notes to financial statements.





F-2




**Vision
                Acquisition II Inc.****(A
                Development Stage Company)****Statement
                of Cash Flows****(Unaudited)**




**Inception****October 6, 2006**
              
              **Nine
                  months ended****through**
              
              **June
                  30,****June 30, 2008**
              
              **2008**
              
              **2007****Cash
                  Flows from operating activities:**Net
                  Loss
              
              $
              (63,740
              )
              $
              (36,917
              )
              $
              (26,823
              )Cash
                  flows used for operating activities
              
              
              (63,740
              )
              
              (36,917
              )
              
              (26,823
              )**Cash
                  Flows from Financing Activities**Sale
                  of Common Stock and Contribution of Capital
              
              
              66,250
              
              
              30,500
              
              
              35,750**Net
                  Increase in Cash**
              
              
              2,510
              
              
              (6,417
              )
              
              8,927**Cash
                  at the beginning**
              
              
              -
              
              
              8,927
              
              
              -**Cash
                  at the end**
              
              $
              2,510
              
              $
              2,510
              
              $
              8,927





See
      accompanying notes to financial statements.




F-3




**VISION
      ACQUISITION II, INC.**


**(A
      DEVELOPMENT STAGE COMPANY)**


**NOTES
      TO FINANCIAL STATEMENTS**


**JUNE
      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.





**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.





F-4




**VISION
      ACQUISITION II, INC.**


**(A
      DEVELOPMENT STAGE COMPANY)**


**NOTES
      TO FINANCIAL STATEMENTS**


**JUNE
      30, 2008**





The
      estimated useful lives are as follows:





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.





F-5




**VISION
      ACQUISITION II, INC.**


**(A
      DEVELOPMENT STAGE COMPANY)**


**NOTES
      TO FINANCIAL STATEMENTS**


**JUNE
      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.





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.





F-6





**VISION
      ACQUISITION II, INC.**


**(A
      DEVELOPMENT STAGE COMPANY)**


**NOTES
      TO FINANCIAL STATEMENTS**


**JUNE
      30, 2008**





**NOTE
      3 - STOCKHOLDERS’ EQUITY**





The
      Company has issued 5,400,000 shares of its common stock, 5,000,000 as founder
      shares, and 400,000 for $8,000. Total consideration including capital
      contribution for no consideration equal $66,250.





F-7


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





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





***Results
      of Operations***





For
      the
      three and nine months ended June 30, 2008, the Company had no activities that
      produced revenues from operations.


For
        the
        three months ended June 30, 2008, the Company had a net loss of $25,664,
        due to
        legal, accounting, audit and other professional service fees incurred in
        relation to the filing of the Company’s Quarterly Report on Form 10-QSB for the
        period ended March 31, 2008 in May of 2008.
 
 For
        the
        nine months ended June 30, 2008, the Company had a net loss of $36,917, due
        to
        legal, accounting, audit and other professional service fees incurred in
        relation to the filing of the Company’s Annual Report on Form 10-KSB for the
        fiscal year ended September 30, 2007 in January of 2008, Quarterly Report
        on
        Form 10-QSB for the period ended December 31, 2007 in February of 2008 and
        Quarterly Report on Form 10-QSB for the period ended March 31, 2008 in May
        of
        2008.
 
 For
        the
        Period from October 6, 2006 (Date of Inception) through June 30, 2008, the
        Company had a net loss of $63,740, due to legal, accounting, audit and other
        professional service fees incurred in relation to the formation of the Company,
        the filing of the Company’s Registration Statement on Form 10-SB in July of 2007
        and the filing of the Company’s Quarterly and Annual Reports on Form 10-QSB and
        Form 10-KSB, respectively.


***Liquidity
      and Capital Resources***





As
      of
      June 30, 2008, the Company had assets equal to $2,510, comprised exclusively
      of
      cash. The Company did not have any current liabilities as of June 30, 2008.
      The
      Company can provide no assurance that it can continue to satisfy its cash
      requirements for at least the next twelve months.





The
      following is a summary of the Company's cash flows from operating, investing,
      and financing activities for the nine months ended June 30, 2008 and 2007 and
      for the Period from October 6, 2006 (Date of Inception) through June 30,
      2008:


Nine Months
                Ended
                June 30, 2008
              
              Nine Months
                Ended
                June 30, 2007
              
              Period From
                October 6, 2006
                (Date of Inception)
                through
                June 30, 2008Net
                  cash used for operating activities
              
              $
              (36,917
              )
              $
              (26,823
              )
              $
              (63,740
              )Net
                  cash used for investing activities
              
              $
              0
              
              $
              0
              
              $
              0Net
                  cash from financing activities
              
              $
              30,500
              
              $
              35,750
              
              $
              66,250Net
                  effect on cash
              
              $
              (6,417
              )
              $
              8,927
              
              $
              2,510


1




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





***Plan
      of Operations***





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





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





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


(ii)
            consummating
                an acquisition.





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





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





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





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





2





***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
      3A(T). 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 Securities and Exchange Commission’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
      June 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 quarter ended June 30, 2008 that have materially affected or are reasonably
      likely to materially affect our internal controls.





**PART
      II — OTHER INFORMATION**





**Item
      1. Legal Proceedings.**





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





**Item
      2. Unregistered Sales of Equity Securities and Use of Proceeds.**





On
      May 2,
      2008, the Company sold 400,000 shares of its common stock, par value $.0001
      per
      share (the “Common Stock”) for aggregate proceeds equal to $8,000 in a private
      placement offering (the “Offering”) to accredited investors. The Company sold
      these shares of Common Stock under the exemption from registration provided
      by
      Section 4(2) of the Securities Act of 1933, as amended and Regulation D
      promulgated thereunder. A more detailed discussion of the Offering may be found
      in each of the Company’s Current Reports on Form 8-K filed with the Securities
      and Exchange Commission on March 25, 2008 and May 2, 2008.





**Item
      3. Defaults Upon Senior Securities.** None.





3





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





**Item
      5. Other Information.** None.





**Item
      6. Exhibits.**





(a)
      Exhibits required by Item 601 of Regulation S-B.


Exhibit
                  No.
              
              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 Quarterly
                  Report on Form 10-QSB for the quarter ended June 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 Quarterly
                  Report on Form 10-QSB for the quarter ended June 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.





4


**SIGNATURES**





In
      accordance with the requirements of the Exchange Act, the registrant caused
      this
      report to be signed on its behalf by the undersigned, thereunto duly
      authorized.


Dated:
              August 12, 2008
            **VISION
                ACQUISITION II, INC.**By:
            /s/ Antti
              William UusiheimalaAntti
                William Uusiheimala
              President
                and Director Dated:
              August 12, 2008
            By:
            /s/ David
              BergerDavid
                Berger
              Chief
                Financial Officer




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