U.S.
      SECURITIES AND EXCHANGE COMMISSION


Washington,
      D.C. 20549





FORM
      10-QSB





xQUARTERLY
      REPORT UNDER
      SECTION 13 OR 15(d) OF THE


SECURITIES
      EXCHANGE ACT OF 1934





For
      the
      quarterly period ended December 31, 2007





oTRANSITION
      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 xNo o.





Indicate
      by check mark whether the registrant is a shell company (as defined in Rule
      12b-2 of the Exchange Act). Yes xNo 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: 5,000,000 shares of common stock, par value
      $.0001 per share, outstanding as of February 13, 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 December 31, 2007 (unaudited)
              F-1Statement
                  of Operations for the Three Months Ending December 31, 2007 (unaudited),
                  for the Period from October 6, 2006 (Date of Inception) through
                  December
                  31, 2006 (unaudited), and for the Period from October 6, 2006 (Date
                  of
                  Inception) through December 31, 2007 (unaudited)
              F-2Statements
                  of Cash Flows for the Three Months Ending December 30, 2007 (unaudited),
                  for the Period from October 6, 2006 (Date of Inception) through
                  December
                  31, 2006 (unaudited), and for the Period from October 6, 2006 (Date
                  of
                  Inception) through December 31, 2007 (unaudited)
              F-3Notes
                  to Financial Statements (unaudited)
              F-4Item
                  2.
              Management's
                  Discussion and Analysis of Financial Condition and Results of
                  Operations
              1Item
                  3.
              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
              3Item
                  5.
              Other
                  Information
              3Item
                  6.
              Exhibits
              4Signatures
              5







**PART
      I – FINANCIAL INFORMATION**





**Item
      1. Financial Statements.**




**VISION
      ACQUISITION II, INC.**


**(A
      Development Stage Company)**


**BALANCE
      SHEET**




**12/31/2007
                (Unaudited)**
            
            **9/30/2007****Assets**Current
                Assets:Cash
            
            $
            3,742
            
            $
            8,927Total
                Assets
            
            
            3,742
            
            
            8,927**Liabilities
                and Stockholders' Equity:**Current
                Liabilities:Accounts
                Payable
            
            
            -
            
            
            -Stockholders'
                Equity:Common
                Stock, 100,000,000 shares authorized, 5,000,000 shares @.0001 par
                issued
                and outstanding
            
            
            500
            
            
            500Preferred
                Stock, 10,000,000 shares authorized, 0 shares issued and outstanding
                @
                .0001 par value
            
            
            -
            
            
            -Additional
                Paid in Capital
            
            
            35,250
            
            
            35,250Deficit
                Accumulated During Development Stage
            
            
            (32,008
            )
            
            (26,823
            )Total
                Stockholders' Equity
            
            
            3,742
            
            
            8,927Total
                Liabilities and Stockholders' Equity
            
            $
            3,742
            
            $
            8,927




See
      accompanying notes to financial statements.




F-1


**VISION
      ACQUISITION II, INC.**


**(A
      Development Stage Company)**


**STATEMENT
      OF OPERATIONS**


**(Unaudited)**





**10/2/2006**
            
            **10/1/2007**
            
            **10/6/2006****(Date
                of**
              **Inception)**
            
            **to**
              **12/31/2007**
            
            **to**
              **12/31/2006****through****12/31/2007****Revenues**
            
            $
            -
            
            $
            -
            
            $
            -**Expenditures**Professional
                fees
            
            
            32,008
            
            
            5,185
            
            
            -**Net
                loss**
            
            $
            (32,008
            )
            $
            (5,185
            )
            $
            -**Loss
                per share**
            
            $
            (0.010
            )
            $
            (0.001
            )
            $
            -**Weighted
                Average of Shares Outstanding**
            
            
            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)**





**10/6/2006****(
                Date of****Inception)**
            
            **10/1/2007**
            
            **10/1/2006****through**
            
            **to**
            
            **to****12/31/2007**
            
            **12/31/2007**
            
            **12/31/2006****Cash
                Flows from operating activities:**Net
                Loss
            
            $
            (32,008
            )
            $
            (5,185
            )
            $
            -Cash
                flows used for operating activities
            
            
            (32,008
            )
            
            (5,185
            )
            
            -**Cash
                Flows from Financing Activities**Sale
                of Common Stock and Contribution of Capital
            
            
            35,750
            
            
            -
            
            
            -**Net
                Increase in Cash**
            
            
            3,742
            
            
            (5,185
            )
            
            -**Cash
                at the beginning**
            
            
            -
            
            
            8,927
            
            
            -**Cash
                at the end**
            
            $
            3,742
            
            $
            3,742
            
            $
            -




See
      accompanying notes to financial statements.




F-3


**VISION
      ACQUISITION II, INC.**


**(A
      DEVELOPMENT STAGE COMPANY)**


**NOTES
      TO FINANCIAL STATEMENTS**


**December
      31, 2007**





**NOTE
      1 - ORGANIZATION**





**Organization
      and Line of Business**





Vision
      Acquisition II, Inc. (the "Company") is currently a development stage company
      under the provisions of Statement of Financial Accounting Standards ("SFAS")
      No.
      7 and was incorporated under the laws of the State of Delaware on October 6,
      2006.





**NOTE
      2 – SIGNIFICANT ACCOUNTING POLICIES**





**Basis
      of Presentation/Going Concern**





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





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





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





**Use
      of Estimates**




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





**Cash
      Equivalents**





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





**Fair
      Value of Financial Instruments**





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





**Fixed
      Assets**





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




F-4


**VISION
      ACQUISITION II, INC.**


**(A
      DEVELOPMENT STAGE COMPANY)**


**NOTES
      TO FINANCIAL STATEMENTS**


**December
      31, 2007**





**NOTE
      2 – SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)**





**Fixed
      Assets (Continued)**





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. 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**


**December
      31, 2007**





**NOTE
      2 – SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)**





**Stock-Based
      Compensation (Continued)**





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
      March
      2004, the FASB approved the consensus reached on the Emerging Issues Task Force
      (EITF) Issue No. 03-1, "The Meaning of Other-Than-Temporary Impairment and
      Its
      Application to Certain Investments." The objective of this Issue is to provide
      guidance for identifying impaired investments. EITF 03-1 also provides new
      disclosure requirements for investments that are deemed to be temporarily
      impaired. In September 2004, the FASB issued a FASB Staff Position
      (FSP) EITF 03-1-1 that delays the effective date of the measurement and
      recognition guidance in EITF 03-1 until after further deliberations by the
      FASB.
      The disclosure requirements are effective only for annual periods ending after
      June 15, 2004. The Company has evaluated the impact of the adoption of the
      disclosure requirements of EITF 03-1 and does not believe it will have an impact
      to the Company's overall combined results of operations or combined financial
      position. Once the FASB reaches a final decision on the measurement and
      recognition provisions, the Company will evaluate the impact of the adoption
      of
      EITF 03-1.





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




F-6


**VISION
      ACQUISITION II, INC.**


**(A
      DEVELOPMENT STAGE COMPANY)**


**NOTES
      TO FINANCIAL STATEMENTS**


**December
      31, 2007**





**NOTE
      2 – SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)**





**New
      Accounting Pronouncements (Continued)**





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





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





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




F-7


**VISION
      ACQUISITION II, INC.**


**(A
      DEVELOPMENT STAGE COMPANY)**


**NOTES
      TO FINANCIAL STATEMENTS**


**December
      31, 2007**





**NOTE
      2 – SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)**





**New
      Accounting Pronouncements (Continued)**





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





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





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





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


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


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


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


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




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




F-8


**VISION
      ACQUISITION II, INC.**


**(A
      DEVELOPMENT STAGE COMPANY)**


**NOTES
      TO FINANCIAL STATEMENTS**


**December
      31, 2007**





**NOTE
      3 - STOCKHOLDERS’ EQUITY**





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




F-9


**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 months ending December 31, 2007, the Company had no activities that
      produced revenues from operations.





For
      the
      three months ending December 31, 2007, the Company had a net loss of $(5,185),
      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 June 30, 2007 filed in November of 2007 and Annual Report on Form
      10-KSB for the year ended September 30, 2007 filed in January of
      2008.





For
      the
      Period from October 6, 2006 (Date of Inception) through December 31, 2006,
      the
      Company had a net loss of $(-0-), due to legal, accounting, audit and other
      professional service fees incurred in relation to the formation of the Company
      and the filing of the Company’s Registration Statement on Form 10-SB filed in
      July of 2007.





***Liquidity
      and Capital Resources***





As
      of
      December 31, 2007, the Company had assets equal to $3,742, comprised exclusively
      of cash. The Company’s current liabilities as of December 31, 2007 totaled
      $-0-, **** comprised
      exclusively of accounts payable.





The
      following is a summary of the Company's cash flows from operating, investing,
      and financing activities:





For
      the
      Period from October 6, 2006 (Date of Inception) through December 31,
      2007




Operating
                activities
            
            $
            (32,008
            )Investing
                activities
            
            
            -Financing
                activities
            
            $
            35,750Net
                effect on cash
            
            $
            3,742




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.




1


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





(i)
            filing
                of 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 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.





***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. ****




2





**Item
      3. 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
      December 31, 2007, we carried out an evaluation, under the supervision and
      with
      the participation of our management, including our principal executive officer
      and 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 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 or in
      other factors during our most recent fiscal quarter that could significantly
      affect these controls and procedures during the quarterly period ended December
      31, 2007.





**PART
      II — OTHER INFORMATION**





**Item
      1. Legal Proceedings.**





To
      the
      best knowledge of the 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.** 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.






3




**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 December 31,
                2007.31.2
            
            Certification
                of the Company’s Principal Financial Officer pursuant to Section 302 of
                the Sarbanes-Oxley Act of 2002, with respect to the registrant’s Quarterly
                Report on Form 10-QSB for the quarter ended December 31,
                2007.32.1
            
            Certification
                of the Company’s Principal Executive Officer pursuant to 18 U.S.C. Section
                1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act
                of
                2002.32.2
            
            Certification
                of the Company’s Principal Financial Officer pursuant to 18 U.S.C. Section
                1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act
                of
                2002.





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




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:
                February 13, 2008
            **VISION
                ACQUISITION II, INC.**By:
            /s/
                Antti William UusiheimalaName:
                Antti William UusiheimalaTitle:
                President




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