U.S.
SECURITIES AND EXCHANGE COMMISSION


Washington,
D.C. 20549





FORM
10-Q





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


SECURITIES
EXCHANGE ACT OF 1934





For the
quarterly period ended March 31, 2010





OR





 ̈
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 x No  ̈.





Indicate by check mark whether the
registrant has submitted electronically and posted on its corporate Web site, if
any, every Interactive Data File required to be submitted and posted pursuant to
Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12
months (or for such shorter period that the registrant was required to submit
and post such files).   Yes  ̈ No  ̈.





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 x No  ̈.





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 May 17, 2010.








VISION
ACQUISITION II, INC.





-
INDEX -





PagePART
      I – FINANCIAL INFORMATION:Item
      1.
                                      Financial
      Statements:
                                      1Balance
      Sheets as of March 31, 2010 (Unaudited) and September 30,
    2009
                                      2Statements
      of Operations (Unaudited) for the Three and Six Months Ended March 31,
      2010,
                                      3The
      Three and Six Months Ended March 31, 2009 and the Cumulative Period
      fromOctober
      6, 2006 to March 31, 2010Statements
      of Cash Flows (Unaudited) for the Six Months Ended March 31,
      2010,
                                      4The
      Six Months Ended March 31, 2009 and the Cumulative Period
    fromOctober
      6, 2006 to March 31, 2010Notes
      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
      4T.
                                      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.
                                      Removed
      and Reserved
                                      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 March 31, 2010 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,
2009.


1





VISION
ACQUISITION II, INC.


(A
DEVELOPMENTAL STAGE COMPANY)


BALANCE
SHEETS





March
      31,
                
                
                September
                  30,2010
                
                
                2009(Unaudited)AssetsCurrent
      AssetsCash
                
                $
                1,721
                
                
                $
                6,528Total
      Assets
                
                $
                1,721
                
                
                $
                6,528Liabilities
      and Stockholders' EquityCurrent
      LiabilitiesAccounts
      Payable
                
                $
                -
                
                
                $
                -Total
      Liabilities
                
                
                -
                
                
                
                -Stockholders'
      EquityCommon
      Stock, 100,000,000 shares authorized 5,685,000 shares issued and
      outstanding @.0001 par value
                
                
                568
                
                
                
                568Preferred
      Stock, 10,000,000 shares authorized, no shares issued and outstanding @
      .0001 par value
                
                
                -
                
                
                
                -Additional
      Paid in Capital
                
                
                99,182
                
                
                
                99,182Deficit
      Accumulated During Development Stage
                
                
                (98,029
                )
                
                
                (93,222
                )Total
      Stockholders' Equity
                
                
                1,721
                
                
                
                6,528Total
      Liabilities and Stockholders' Equity
                
                $
                1,721
                
                
                $
                6,528





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


2





VISION
ACQUISITION II, INC.


(A
DEVELOPMENTAL STAGE COMPANY)


STATEMENTS
OF OPERATIONS


(UNAUDITED)





October6,
                  2006(dateofSixMonthsEndedMarch
                  31,
                
                
                ThreeMonthsEndedMarch
                  31,
                
                
                inception
                  through)
                  March31,2010
                
                
                2009
                
                
                2010
                
                
                2009
                
                
                2010Revenues
                
                $
                -
                
                
                $
                -
                
                
                $
                -
                
                
                $
                -
                
                
                $
                -ExpendituresGeneral
      and administrative expenses
                
                
                4,807
                
                
                
                7,740
                
                
                
                1,307
                
                
                
                2,634
                
                
                
                98,029Net
      loss
                
                $
                (4,807
                )
                
                $
                (7,740
                )
                
                $
                (1,307
                )
                
                $
                (2,634
                )
                
                $
                (98,029
                )Loss
      per share
                
                $
                (0.001
                )
                
                $
                (0.001
                )
                
                $
                (0.000
                )
                
                $
                (0.000
                )Weighted
      average shares outstanding
                
                
                5,685,000
                
                
                
                5,685,000
                
                
                
                5,685,000
                
                
                
                5,685,000





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


3





VISION
ACQUISITION II, INC.


(A
DEVELOPMENTAL STAGE COMPANY)


STATEMENTS
OF CASH FLOWS


(UNAUDITED)





October6,2006(dateofinceptionSixMonthsEndedMarch31,
                    
                    
                    through)2010
                    
                    
                    2009
                    
                    
                    March31,2010Cash
      Flows from operating activitiesNet
      Loss
                    
                    $
                    (4,807
                    )
                    
                    $
                    (7,740
                    )
                    
                    $
                    (98,029
                    )Cash
      flows used for operating activities
                    
                    
                    (4,807
                    )
                    
                    
                    (7,740
                    )
                    
                    
                    (98,029
                    )Cash
      Flows from Financing ActivitiesSale
      of Common Stock and Contribution of Capital
                    
                    
                    -
                    
                    
                    
                    6,500
                    
                    
                    
                    99,750Cash
      flows from financing activities
                    
                    
                    -
                    
                    
                    
                    6,500
                    
                    
                    
                    99,750Net
      Increase (Decrease) in Cash
                    
                    
                    (4,807
                    )
                    
                    
                    (1,240
                    )
                    
                    
                    1,721Cash
      at the beginning
                    
                    
                    6,528
                    
                    
                    
                    4,275
                    
                    
                    
                    -Cash
      at the end
                    
                    $
                    1,721
                    
                    
                    $
                    3,035
                    
                    
                    $
                    1,721





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


4




VISION
ACQUISITION II, INC.


(A
DEVELOPMENT STAGE COMPANY)


NOTES
TO FINANCIAL STATEMENTS


March
31, 2010




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 ASC Topic
915 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 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 three and six month periods ended  March 31, 2010, 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, 2009.





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 requirements with additional cash advances or loans from other
parties if needed for at the least twelve months, the Company can project no
assurance that it can continue to satisfy its cash requirements for such
periods.





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


VISION
ACQUISITION II, INC.


(A
DEVELOPMENT STAGE COMPANY)


NOTES
TO FINANCIAL STATEMENTS


March
31, 2010





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 presented 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 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 presented.





Income
Taxes





Income
taxes are provided in accordance with ASC Topic regarding accounting for income
taxes.  A deferred tax asset or liability is recorded for all
temporary differences between financial and tax reporting and net operating loss
carryforwards. Deferred tax expenses (benefit) results from the net change
during the year in deferred tax assets and liabilities. The
Company’s year end is September 30. The Company has a net operating loss
carryforward of $98,029 expiring in the year 2024.  The Company has
reserved against any tax benefit in full as it is unsure if it can ultimately
benefit from the loss.  Deferred tax assets and liabilities are
adjusted for the effects of changes in tax laws and rates on the date of
enactment.





Basic and Diluted Income/(Loss) Per
Share:





In
accordance with FASB ASC Topic 260, "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.





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.


6


VISION
ACQUISITION II, INC.


(A
DEVELOPMENT STAGE COMPANY)


NOTES
TO FINANCIAL STATEMENTS


March
31, 2010





The
Company has not generated any revenue since its inception.





New
Accounting Pronouncements





The
Financial Accounting Standards Board’s (“FASB”) Accounting Standard Codification
(“ASC”) became effective during the fourth quarter of 2009. This codification
brings all authoritative generally accepted accounting principles (“GAAP”) that
have been issued by a standard setter into one place.  The
codification retains existing GAAP without changing it. In
September 2009, the FASB issued Accounting Standard Update (“ASU”) 2009-13,
“Revenue Arrangements with Multiple Deliverables” and ASU 2009-14, “Certain
Revenue Arrangements That Include Software.”  These ASU’s revise and
clarify accounting for arrangements with multiple deliverables, including how to
separate deliverables into units of accounting determining the allocation of
revenue to the units of accounting and the application of these provisions to
tangible products containing software components.  There are also
expanded disclosures for significant judgments made in the application of these
standards, if material.  These pronouncements are effective for fiscal
years beginning after June 15, 2010 and earlier application is
permitted.  The Company does not expect that adoption of these
pronouncements to have a significant effect on its financial
statements.





In fiscal
2009, accounting standard updates to ASC topic 820, “Fair Value Measurements and
Disclosures” (“ASC 820”) became effective for the Company.  ASC 820
defines fair value, establishes a framework and gives guidance regarding the
methods used for measuring fair value and expands disclosures about fair value
measurements.  This topic does not require any new fair value
measurements, but provides guidance on how to measure fair value by providing a
fair value hierarchy used to classify the source of the
information.  ASC 820 also gives entities the option to measure
eligible financial assets and financial liabilities at fair value on an
instrument by instrument basis, that are otherwise not permitted to be accounted
for at fair value under other  accounting guidance.  The
election to use the fair value option is available when an entity first
recognizes a financial asset or financial liability. Subsequent changes in fair
value must be recorded in earnings.  The Company adopted these updates
to ASC 820 for financial assets and liabilities in fiscal 2009 and did not elect
the fair value option.  Adoption of ASC 820 had no material effect on
the Company’s financial statements.





In fiscal
2009, accounting standard updates to ASC topic 815, “Derivatives and Hedging”
(“ASC 815”) became effective for the Company which required enhanced disclosure
requirements regarding derivative instruments and hedging
activities.  The Company adopted these updates to ASC 815 in fiscal
2009.  The adoption of the updates did not have an effect on the
Company’s financial statements as it only required additional
disclosure.





In fiscal
2009, accounting standard updates to ASC topic 855, “Subsequent Events” (“ASC
855”) became effective for the Company.  ASC 855 establishes general
standards of accounting for and disclosure of events that occur after the
balance sheet date but before financial statements are issued or are available
to be issued.  The Company adopted ASC 855 in fiscal
2009.  The adoption of ASC 855 did not have an effect on the Company’s
financial statements as it only required additional disclosures.





In
February 2008, the Financial Accounting Standards Board (“FASB”) delayed the
effective date of fair value measurements for one year for certain nonfinancial
assets and nonfinancial liabilities, excluding those that are recognized or
disclosed in financial statements at fair value on a recurring basis (that is,
at least annually).  For purposes of applying these provisions,
nonfinancial assets and nonfinancial liabilities include all assets and
liabilities other than those meeting the definition of a financial asset or a
financial liability.  These provisions became effective for fiscal
years beginning after November 15, 2008, and interim periods within those fiscal
years.  The Company currently does not believe the adoption of these
provisions will have a significant effect on its financial
statements.


7





VISION
ACQUISITION II, INC.


(A
DEVELOPMENT STAGE COMPANY)


NOTES
TO FINANCIAL STATEMENTS


March
31, 2010





In June
2008, the FASB issued update pronouncements related to determining whether
instruments granted in share-based payment transactions are participating
securities.  These updated pronouncements provide that unvested
share-based payment awards that contain nonforfeitable rights to dividends
(whether paid or unpaid) are participating securities and shall be included in
the computation of earnings per share (EPS) under the two-class
method.  This pronouncement is effective for financial statements
issued for fiscal years beginning after December 15, 2008.  All prior
period EPS data will be required to be adjusted to conform to the provisions of
this pronouncement and early application is prohibited.  The Company
does have participating securities as described under this pronouncement and
believes that the adoption of these provisions will not have a material impact
on its EPS calculations.





In
December 2007, FASB issued updated pronouncements related to accounting for
collaborative arrangements.  The guidance defines collaborative
arrangements and establishes presentation and disclosure requirements for
transactions within a collaborative arrangement (both with third parties and
between participants in the arrangement).  These updated
pronouncements are effective for fiscal years, and interim periods within those
fiscal years, beginning after December 15, 2008.  These provisions
require retrospective application to all collaborative arrangements existing as
of the effective date, unless retrospective application is
impracticable.  The impracticability evaluation and exception should
be performed on an arrangement-by-arrangement basis.  The Company
currently does not believe that the adoption of these provisions will have a
significant effect on its financial statements.





In
December 2007, the FASB issued updated pronouncements related to business
combinations and noncontrolling interests in consolidated financial
statements.  These pronouncements require the acquiring entity in a
business combination to recognize the assets acquired and liabilities assumed at
fair value on the date of acquisition. Further, these pronouncements also change
the accounting for acquired in-process research and development assets,
contingent consideration, partial acquisitions and transaction
costs.  Under the new pronouncements, all entities are required to
report noncontrolling (minority) interests in subsidiaries as equity in the
consolidated financial statements. In addition, transactions between an entity
and noncontrolling interests will be treated as equity
transactions.  These pronouncements will become effective for fiscal
years beginning after December 15, 2008 and early adoption is
prohibited.  The Company does not expect the adoption of these
pronouncements to have a significant effect on its financial statements but they
will affect the Company for any acquisitions made subsequent to the end of
fiscal 2009.





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 $67,250. The company also issued
285,000 shares of stock directly related to the fundraising of the $8,000 above.
These shares were valued at .02 cents, the share price the Company raised funds
at.





NOTE
4 – RELATED PARTY TRANSACTIONS





The
Company does not own or lease any real or personal property.  The
officers and directors of the Company are involved in other business activities
and may, in the future, become involved in other business opportunities as they
become available.   Thus, they may face a conflict in selecting
between the Company and their other business interests.   The
Company has not formulated a policy for the resolution of such
conflicts.


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.





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.


9





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 March 31, 2010, the Company had
assets equal to $1,721, comprised exclusively of cash.  This compares
with assets of $6,528comprised exclusively of
cash, as of September 30, 2009.The Company had no
current liabilities as of March 31, 2010. This compares with no current
liabilities as of September 30, 2009.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 six months ended March 31, 2010, the six months ended March
31, 2009 and for the cumulative period from October 6, 2006 (Inception) to March
31, 2010:





Six Months Ended
                  March 31, 2010
                
                
                Six Months Ended
                  March 31, 2009
                
                
                For the Cumulative
                  Period from
                  October 6, 2006
                  (Inception) to
                  March 31, 2010Net
      Cash (Used in) Operating Activities
                
                $
                (4,807
                )
                
                
                (7,740
                )
                
                $
                (98,029
                )Net
      Cash (Used in) Investing Activities
                
                
                -
                
                
                
                -
                
                
                
                -Net
      Cash Provided by Financing Activities
                
                $
                -
                
                
                
                6,500
                
                
                $
                99,750Net
      Increase (Decrease) in Cash and Cash Equivalents
                
                $
                (4,807
                )
                
                
                (1,240
                )
                
                $
                1,721


10





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 March 31,
2010.  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 and six months ended March 31, 2010, the Company had a net loss of $1,307
and $4,807, respectively, consisting of legal, accounting, audit, and other
professional service fees incurred in relation to the filing of the Company’s
Annual Report on Form 10-K for the year ended September 30, 2009 filed in
December of 2009 and Quarterly Report on Form 10-Q for the quarter ended
December 31, 2009 in February of 2010.





For the
three and six months ended March 31, 2009, the Company had a net loss of $2,634
and $7,740, respectively, consisting of legal, accounting, audit, and other
professional service fees incurred in relation to the filing of the Company’s
Annual Report on Form 10-KSB for the year ended September 30, 2009 filed in
December of 2009 and Quarterly Report on Form 10-Q for the quarter ended
December 31, 2008 in February of 2009.





For the
period from October 6, 2006 (Inception) to March 31, 2010, the Company had a net
loss of $98,029
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, Form 10-Q,
Form 10-K, 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 March 31, 2010, 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 March 31,
2010 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.  Removed and Reserved.





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 March  31,
      2010.31.2
              
              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,
    2010.32.1
              
              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:
      May 17, 2010
              VISION
      ACQUISITION II, INC.By:
              /s/ Antti William
    UusiheimalaAntti
      William UusiheimalaPresident,
      DirectorPrincipal
      Executive OfficerBy:
              /s/ David BergerDavid
      BergerChief
      Financial OfficerPrincipal
      Financial Officer


14