U.S.
SECURITIES AND EXCHANGE COMMISSION


Washington,
D.C. 20549





FORM
10-Q





xQUARTERLY REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE


SECURITIES
EXCHANGE ACT OF 1934





For the
quarterly period ended December 31, 2008





OR





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 000-52732





Vision Acquisition II,
Inc.


(Exact
name of registrant as specified in its charter)





Delaware
                
                16–1779003(State
      or other jurisdiction
                
                (I.R.S.
      Employer Identification Number)of
      incorporation or organization)





c/o Vision Capital Advisors,
20 West 55thStreet, 5thFloor, New York, NY
10019


(Address
of principal executive offices)





(212)
849-8225


(Registrant’s
telephone number, including area code)





No
change


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





Indicate by check mark whether the
registrant (1) has filed all reports required to be filed by Section 13 or 15(d)
of the Securities Exchange Act of 1934 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 xNo o.





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


Large
      accelerated filer   ̈
                
                Accelerated
      filer                   
       ̈Non-accelerated
      filer     ̈
                
                Smaller
      reporting company  x.(Do
      not check if a smaller reporting company)





Indicate by check mark whether the
registrant is a shell company (as defined in Rule 12b-2 of the Exchange
Act).  Yes xNo  ̈.





APPLICABLE
ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING


THE
PRECEDING FIVE YEARS:





Indicate by check mark whether the
registrant has filed all documents and reports required to be filed by Sections
12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the
distribution of securities under a plan confirmed by a court. Yes  ̈No  ̈ .





APPLICABLE
ONLY TO CORPORATE ISSUERS:





Indicate
the number of shares outstanding of each of the issuer’s classes of common
stock, as of the latest practicable date: 5,685,000shares of common stock,
par value $.0001 per share, outstanding as of February 11,
2009.







VISION
ACQUISITION II, INC.





-
INDEX -





PagePART
      I – FINANCIAL INFORMATION:Item
      1.
                        
                        Financial
      Statements:
                        1Balance
      Sheets as of December 31, 2008 (Unaudited) and September 30,
      2008
                        2Statements
      of Operations (Unaudited) for the Three Months Ended December 31,
      2008,
                        3The
      Three Months Ended December 31, 2007 and the Cumulative Period from
      October 6, 2006 to December 31, 2008Statements
      of Cash Flows (Unaudited) for the Three Months Ended December 30,
      2008
                        4The
      Three Months Ended December 31, 2007 and the Cumulative Period from
      October 6, 2006 to December 31, 2008Notes
      to Financial Statements
                        5Item
      2.
                        
                        Management’s
      Discussion and Analysis of Financial Condition and Results of
      Operations
                        9Item
      3.
                        
                        Quantitative
      and Qualitative Disclosures About Market Risk
                        11Item
      4.
                        
                        Controls
      and Procedures
                        12PART
      II – OTHER INFORMATION:Item
      1.
                        
                        Legal
      Proceedings
                        12Item
      1A.
                        
                        Risk
      Factors
                        12Item
      2.
                        
                        Unregistered
      Sales of Equity Securities and Use of Proceeds
                        12Item
      3.
                        
                        Defaults
      Upon Senior Securities
                        12Item
      4.
                        
                        Submission
      of Matters to a Vote of Security Holders
                        12Item
      5.
                        
                        Other
      Information
                        12Item
      6.
                        
                        Exhibits
                        13Signatures
                        14





PART I – FINANCIAL
INFORMATION





Item
1.  Financial Statements.





The
accompanying financial statements have been prepared in accordance with
generally accepted accounting principles for interim financial information and
in accordance with the instructions for Form 10-Q.  Accordingly, they
do not include all of the information and footnotes required by generally
accepted accounting principles for complete financial statements.





In the
opinion of management, the financial statements contain all material
adjustments, consisting only of normal recurring adjustments necessary to
present fairly the financial condition, results of operations, and cash flows of
the Company for the interim periods presented.





The
results for the period ended December 31, 2008 are not necessarily indicative of
the results of operations for the full year. These financial statements and
related footnotes should be read in conjunction with the financial statements
and footnotes thereto included in the Company’s Form 10-K filed with the
Securities and Exchange Commission for the period ended September 30,
2008.


1





INSERT
BALANCE SHEET





Vision
Acquisition II, Inc.


(A
Development Stage Company)


Balance
Sheet





December 31,
                                                                          
                                                                          
                                                                          September 30,2008
                                                                          
                                                                          
                                                                          2008(Unaudited)AssetsCurrent
      Assets:Cash
                                                                          
                                                                          $
                                                                          4,169
                                                                          
                                                                          
                                                                          $
                                                                          4,275Total
      Assets
                                                                          
                                                                          
                                                                          4,169
                                                                          
                                                                          
                                                                          
                                                                          4,275Liabilities
      and Stockholders' Equity:Current
      Liabilities:Accounts
      Payable
                                                                          
                                                                          
                                                                          -
                                                                          
                                                                          
                                                                          
                                                                          -Stockholders'
      Equity:Common
      Stock, 100,000,000 shares authorized 5,685,000 shares issued
      @.0001
                                                                          
                                                                          
                                                                          568
                                                                          
                                                                          
                                                                          
                                                                          568Preferred
      Stock, 10,000,000 shares authorized, 0 shares issued and outstanding @
      .0001 par value
                                                                          
                                                                          
                                                                          -
                                                                          
                                                                          
                                                                          
                                                                          -Additional
      Paid in Capital
                                                                          
                                                                          
                                                                          82,682
                                                                          
                                                                          
                                                                          
                                                                          77,682Deficit
      Accumulated During Development Stage
                                                                          
                                                                          
                                                                          (79,081
                                                                          )
                                                                          
                                                                          
                                                                          (73,975
                                                                          )Total
      Stockholders' Equity
                                                                          
                                                                          
                                                                          4,169
                                                                          
                                                                          
                                                                          
                                                                          4,275Total
      Liabilities and Stockholders' Equity
                                                                          
                                                                          $
                                                                          4,169
                                                                          
                                                                          
                                                                          $
                                                                          4,275





SEE
ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.


2





Vision
Acquisition II, Inc.


(A
Development Stage Company)


Statement
of Operations


(Unaudited)





October 1, 2008
                                                                              
                                                                              
                                                                              October 1, 2007
                                                                              
                                                                              
                                                                              October 6, 2006to
                                                                              
                                                                              
                                                                              to
                                                                              
                                                                              
                                                                              toDecember 31,
                                                                                2008
                                                                              
                                                                              
                                                                              December 31,
                                                                                2007
                                                                              
                                                                              
                                                                              December 31,
                                                                                2008Revenues
                                                                              
                                                                              $
                                                                              -
                                                                              
                                                                              
                                                                              $
                                                                              -
                                                                              
                                                                              
                                                                              $
                                                                              -ExpendituresProfessional
      fees
                                                                              
                                                                              
                                                                              5,106
                                                                              
                                                                              
                                                                              
                                                                              5,185
                                                                              
                                                                              
                                                                              
                                                                              79,081Net
      loss
                                                                              
                                                                              $
                                                                              (5,106
                                                                              )
                                                                              
                                                                              $
                                                                              (5,185
                                                                              )
                                                                              
                                                                              $
                                                                              (79,081
                                                                              )Loss
      per share
                                                                              
                                                                              $
                                                                              (0.00
                                                                              )
                                                                              
                                                                              $
                                                                              (0.001
                                                                              )
                                                                              
                                                                              $
                                                                              -Weighted
      Average of Shares Outstanding
                                                                              
                                                                              
                                                                              5,685,000
                                                                              
                                                                              
                                                                              
                                                                              5,000,000
                                                                              
                                                                              
                                                                              
                                                                              -





SEE
ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.


3





Vision
Acquisition II, Inc.


(A
Development Stage Company)


Statement
of Cash Flows


(Unaudited)





October 1,
                                              2008
                                            
                                            
                                            October 1,
                                              2007
                                            
                                            
                                            October 6,
                                              2006to
                                            
                                            
                                            to
                                            
                                            
                                            toDecember 31,
                                              2008
                                            
                                            
                                            December 31,
                                              2007
                                            
                                            
                                            December 31,
                                              2008Cash
      Flows from operating activities:Net
      Loss
                                            
                                            $
                                            (5,106
                                            )
                                            
                                            $
                                            (5,185
                                            )
                                            
                                            $
                                            (79,081
                                            )Cash
      flows used for operating activities
                                            
                                            
                                            (5,106
                                            )
                                            
                                            
                                            (5,185
                                            )
                                            
                                            
                                            (79,081
                                            )Cash
      Flows from Financing ActivitiesSale
      of Common Stock and Contribution of Capital
                                            
                                            
                                            5,000
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            83,250Net
      Increase in Cash
                                            
                                            
                                            (106
                                            )
                                            
                                            
                                            (5,185
                                            )
                                            
                                            
                                            4,169Cash
      at the beginning
                                            
                                            
                                            4,275
                                            
                                            
                                            
                                            8,927
                                            
                                            
                                            
                                            -Cash
      at the end
                                            
                                            $
                                            4,169
                                            
                                            
                                            $
                                            3,742
                                            
                                            
                                            $
                                            4,169





SEE
ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.


4




VISION
ACQUISITION II, INC.


(A
DEVELOPMENT STAGE COMPANY)


NOTES
TO FINANCIAL STATEMENTS


DECEMBER
31, 2008


(UNAUDITED)




NOTE
1 - ORGANIZATION





Organization
and Line of Business





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





NOTE
2 – SIGNIFICANT ACCOUNTING POLICIES





Basis
of Presentation/Going Concern





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





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





Locate  a
suitable acquisition or merger candidate and consummate a business
combination.  The Company may need cash advances from its stockholders
or loans from other parties to pay for operating expenses until the Company
consummates a merger or business combination with a privately-held operating
company.  Although it is currently anticipated that the Company can
satisfy its cash 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.


5





Fair
Value of Financial Instruments





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





Fixed
Assets





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





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





Concentration
of Credit Risk





The
Company places its cash with high quality financial institutions and at times
may exceed the FDIC $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.


6




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.


7





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.





During
the quarter ended December 31, 2008 the Company received $5,000 of a capital
contribution for no consideration.


8





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





Forward
Looking Statement Notice





Certain
statements made in this Quarterly Report on Form 10-Q are “forward-looking
statements” (within the meaning of the Private Securities Litigation Reform Act
of 1995) in regard to 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. (“we”, “us”, “our” or 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 Quarterly
Report will prove to be accurate. In light of the significant uncertainties
inherent in the forward-looking statements included herein, the inclusion of
such information should not be regarded as a representation by the Company or
any other person that the objectives and plans of the Company will be
achieved.





Description
of Business





The
Company was incorporated in the State of Delaware on October 6, 2006 and
maintains its principal executive office at 20 West 55th Street,
5th
Floor, New York, NY 10019. 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 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.  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.





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





(i)         filing
Exchange Act reports, and


(ii)        investigating,
analyzing and consummating an acquisition.


9





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





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





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





Liquidity
and Capital Resources





As of December 31, 2008, the Company
had assets equal to $4,169, comprised exclusively of cash.  This
compares with assets of $4,275comprised exclusively of
cash, as of September 30, 2008.The Company had no
current liabilities as of December 31, 2008. This compares with no current
liabilities, as of September 30, 2008.The Company can provide
no assurance that it can continue to satisfy its cash requirements for at least
the next twelve months.





The following is a summary of the
Company's cash flows provided by (used in) operating, investing, and financing
activities for the three months ended December 31, 2008, the three months ended
December 31, 2007 and for the cumulative period from October 6, 2006 (Inception)
to December 31, 2008:


10




Three Months
                Ended
                December 31,
                2008
              
              
              Three Months
                Ended
                December 31,
                2007
              
              
              For the Cumulative
                Period from
                October 6, 2006
                (Inception) to
                December 31,
                2008Net Cash
      (Used in) Operating Activities
              
              $
              (5,106
              )
              
              
              (5,185
              )
              
              $
              (79,081
              )Net
      Cash (Used in) Investing Activities
              
              
              -
              
              
              
              
              
              
              
              -Net
      Cash Provided by Financing Activities
              
              $
              5,000
              
              
              
              -
              
              
              $
              83,250Net
      Increase in Cash and Cash Equivalents
              
              $
              (106
              )
              
              
              (5,185
              )
              
              $
              4,169





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





Results
of Operations





The
Company has not conducted any active operations since inception, except for its
efforts to locate suitable acquisition candidates. No revenue has been
generated by the Company from October 6, 2006 (Inception) to December 31,
2008.  It is unlikely the Company will have any revenues unless it is
able to effect an acquisition or merger with an operating company, of which
there can be no assurance.  It is management's assertion that these
circumstances may hinder the Company's ability to continue as a going
concern.  The Company’s plan of operation for the next twelve months shall
be to continue its efforts to locate suitable acquisition
candidates.





For the
three months ended December 31, 2008 and December 31,2007, the Company had a net
loss of $5,106 and $5,185, respectively, consisting of legal, accounting, audit,
and other professional service fees incurred in relation to the filing of the
Company’s Annual Reports on Form 10-K for the year ended September 30, 2008 in
December of 2008.





For the
period from October 6, 2006 (Inception) to December 31, 2008, the Company had a
net loss of


$79,081
comprised exclusively of 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.





Off-Balance
Sheet Arrangements





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





Contractual
Obligations





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





Item
3.  Quantitative and Qualitative Disclosures About Market
Risk.





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


11


Item
4.  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 December 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 December 31,
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 directors, the Company is not a party to any legal proceeding or
litigation.





Item
1A.  Risk Factors.





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





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





None.





Item 3.  Defaults Upon
Senior Securities.





None.





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





None.





Item 5.  Other
Information.





None.


12




Item
6.  Exhibits.





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





Exhibit
                  
                  Description*3.1
                  
                  Certificate
      of Incorporation, as filed with the Delaware Secretary of State on October
      6, 2006.*3.2
                  
                  By-Laws.31.1
                  
                  Certification
      of the Company’s Principal Executive Officer pursuant to Section 302 of
      the Sarbanes-Oxley Act of 2002, with respect to the registrant’s Quarterly
      Report on Form 10-Q for the quarter ended December 31,
    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-Q for the quarter 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 SEC on July 20, 2007, and incorporated herein by this
      reference.


13





SIGNATURES





Pursuant to the requirements of the
Securities Exchange Act of 1934, the registrant has duly caused this report to
be signed on its behalf by the undersigned thereunto duly
authorized.





Dated:
      February 11, 2009
              VISION
      ACQUISITION II, INC.By:
              /s/ Antti William
    UusiheimalaName:
              Antti
      William UusiheimalaTitle:
              President,
      DirectorPrincipal
      Executive OfficerBy:
              /s/ David BergerName:
              David
      BergerTitle:
              Chief
      Financial OfficerPrincipal
      Financial Officer




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