U.S.
SECURITIES AND EXCHANGE COMMISSION


Washington,
D.C. 20549





Form
10-K





(Mark
One)





x ANNUAL REPORT
UNDER SECTION 13 OR 15(d)


OF
THE SECURITIES EXCHANGE ACT OF 1934





For the
fiscal year ended December 31, 2008





o TRANSITION REPORT UNDER
SECTION 13 OR 15(d)


OF
THE SECURITIES EXCHANGE ACT OF 1934





For the
transition period from ______________ to ______________





Commission
File Number 000-53329







Target
Acquisitions II, Inc.


(Exact
name of registrant as specified in its charter)







Delaware
            
            26-2895710(State or other jurisdiction of
            
            (I.R.S. Employerincorporation or organization)
            
            Identification No.)





122 Ocean
Park Blvd., Suite 307, Santa Monica, CA 90405





(Address
of principal executive offices)


(310)
396-1691


(Registrant’s
telephone number, including area code)


Securities
registered under Section 12(b) of the Exchange Act:





None.





Securities
registered under Section 12(g) of the Exchange Act:





Common
Stock, $0.001 par value per share


(Title
of Class)





Check
whether the registrant is a well-known seasoned issuer, as defined in Rule 405
of the Securities Act.  Yes o  No x





Check
whether the registrant is not required to file reports pursuant to Section 13 or
15(d) of the Exchange Act. o




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





Check if
there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-K (§229.405 of this chapter) contained herein, and no disclosure
will be contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K. o





Check
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 o
            
            Accelerated
      Filer oNon-accelerated
      Filer o
            
            Smaller
      Reporting Company x


(Do
not check if a smaller reporting company.)





Check
whether the issuer is a shell company (as defined in Rule 12b-2 of the Exchange
Act).  Yes x No o





As of
April 14, 2009, there were no non-affiliate holders of common stock of the
Company.





APPLICABLE
ONLY TO CORPORATE REGISTRANTS





As of
April 14, 2009, there were 5,000,000 shares of common stock, par value $0.001,
outstanding.















Certain
statements made in this Annual Report on Form 10-K are “forward-looking
statements” (within the meaning of the Private Securities Litigation Reform Act
of 1995) regarding the plans and objectives of management for future operations.
Such statements involve known and unknown risks, uncertainties and other factors
that may cause actual results, performance or achievements of Target
Acquisitions II, Inc. (the “Company”) to be materially different from any future
results, performance or achievements expressed or implied by such
forward-looking statements. The forward-looking statements included herein are
based on current expectations that involve numerous risks and uncertainties. The
Company's plans and objectives are based, in part, on assumptions involving the
continued expansion of business. Assumptions relating to the foregoing involve
judgments with respect to, among other things, future economic, competitive and
market conditions and future business decisions, all of which are difficult or
impossible to predict accurately and many of which are beyond the control of the
Company. Although the Company believes its assumptions underlying the
forward-looking statements are reasonable, any of the assumptions could prove
inaccurate and, therefore, there can be no assurance the forward-looking
statements included in this Report will prove to be accurate. In light of the
significant uncertainties inherent in the forward-looking statements included
herein, 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.









PART
I





Item
1. Description of Business.





Target
Acquisitions II, Inc. (“we”, “us”, “our”, the "Company" or the "Registrant") was
incorporated in the State of Delaware on June 27, 2008. Since inception, the
Company has been engaged in organizational efforts and obtaining initial
financing. The Company was formed as a vehicle to pursue a business combination
and has made no efforts to identify a possible business combination. As a
result, the Company has not conducted negotiations or entered into a letter of
intent concerning any target business. The business purpose of the Company is to
seek the acquisition of, or merger with, an existing company. The Company
selected December 31 as its fiscal year end.





The
Company is currently considered to be a "blank check" company. The U.S.
Securities and Exchange Commission (the “SEC”) defines those companies as "any
development stage company that is issuing a penny stock, within the meaning of
Section 3 (a)(51) of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”), and that has no specific business plan or purpose, or has
indicated that its business plan is to merge with an unidentified company or
companies." Under SEC Rule 12b-2 under the Exchange Act, the Company also
qualifies as a “shell company,” because it has no or nominal assets (other than
cash) and no or nominal operations.  Many states have enacted
statutes, rules and regulations limiting the sale of securities of "blank check"
companies in their respective jurisdictions. 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 it is subject to those requirements.





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





The
analysis of new business opportunities will be undertaken by or under the
supervision of the Company’s management.  As of this date the Company
has not entered into any definitive agreement with any party, nor have there
been any specific discussions with any potential business combination candidate
regarding business opportunities for the Company.  The Company has
unrestricted flexibility in seeking, analyzing and participating in potential
business opportunities. In its efforts to analyze potential acquisition targets,
the Company will consider the following kinds of factors:





(a)           Potential
for growth, indicated by new technology, anticipated market expansion or new
products;





(b)           Competitive
position as compared to other firms of similar size and experience within the
industry segment as well as within the industry as a whole;





(c)           Strength
and diversity of management, either in place or scheduled for
recruitment;





(d)           Capital
requirements and anticipated availability of required funds, to be provided by
the Company or from operations, through the sale of additional securities,
through joint ventures or similar arrangements or from other
sources;





(e)           The
cost of participation by the Company as compared to the perceived tangible and
intangible values and potentials;







(f)            The
extent to which the business opportunity can be advanced;





(g)           The
accessibility of required management expertise, personnel, raw materials,
services, professional assistance and other required items; and





(h)           Other
relevant factors.





In
applying the foregoing criteria, no one of which will be controlling, management
will attempt to analyze all factors and circumstances and make a determination
based upon reasonable investigative measures and available data. Potentially
available business opportunities 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. Due to the Company's limited capital available for investigation,
the Company may not discover or adequately evaluate adverse facts about the
opportunity to be acquired.





FORM OF
ACQUISITION





The
manner in which the Company participates in an opportunity will depend upon the
nature of the opportunity, the respective needs and desires of the Company and
the promoters of the opportunity, and the relative negotiating strength of the
Company and such promoters.





It is
likely that the Company will acquire its participation in a business opportunity
through the issuance of common stock or other securities of the Company.
Although the terms of any such transaction cannot be predicted, it should be
noted that in certain circumstances the criteria for determining whether or not
an acquisition is a so-called "tax free" reorganization under Section 368(a)(1)
of the Internal Revenue Code of 1986, as amended (the "Code") depends upon
whether the owners of the acquired business own 80% or more of the voting stock
of the surviving entity. If a transaction were structured to take advantage of
these provisions rather than other "tax free" provisions provided under the
Code, all prior stockholders would in such circumstances retain 20% or less of
the total issued and outstanding shares of the surviving entity. Under other
circumstances, depending upon the relative negotiating strength of the parties,
prior stockholders may retain substantially less than 20% of the total issued
and outstanding shares of the surviving entity. This could result in substantial
additional dilution to the equity of those who were stockholders of the Company
prior to such reorganization.





The sole
stockholder of the Company will likely not have control of a majority of the
voting securities of the Company following a reorganization transaction. As part
of such a transaction, the Company's sole director may resign and one or more
new directors may be appointed without any vote by stockholders.





In the
case of an acquisition, the transaction may be accomplished upon the sole
determination of management without any vote or approval by stockholders. In the
case of a statutory merger or consolidation directly involving the Company, it
will likely be necessary to call a stockholders' meeting and obtain the approval
of the holders of a majority of the outstanding securities. The necessity to
obtain such stockholder approval may result in delay and additional expense in
the consummation of any proposed transaction and will also give rise to certain
appraisal rights to dissenting stockholders. Most likely, management will seek
to structure any such transaction so as not to require stockholder
approval.





It is
anticipated that the investigation of specific business opportunities and the
negotiation, drafting and execution of relevant agreements, disclosure documents
and other instruments will require substantial management time and attention and
substantial cost for accountants, attorneys and others. If a decision is made
not to participate in a specific business opportunity, the costs theretofore
incurred in the related investigation might not be recoverable. Furthermore,
even if an agreement is reached for the participation in a specific business
opportunity, the failure to consummate that transaction may result in the loss
to the Registrant of the related costs incurred.




We
presently have no employees apart from our management. Our officers and sole
director are engaged in outside business activities and anticipates that he will
devote very limited time to our business until the acquisition of a successful
business opportunity has been identified. We expect no significant changes in
the number of our employees other than such changes, if any, incident to a
business combination.







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 this information.





Item
1B.  Unresolved Staff Comments.





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





Item
2. Description of Property.





The
Company neither rents nor owns any properties. The Company utilizes the office
space and equipment of its management at no cost. Management estimates such
amounts to be immaterial.  The Company currently has no policy with
respect to investments or interests in real estate, real estate mortgages or
securities of, or interests in, persons primarily engaged in real estate
activities.





Item
3. Legal Proceedings.





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





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





None.





PART
II





Item
5. Market for Common Equity, Related Stockholder Matters and Small Business
Issuer Purchases of Equity Securities.





Common
Stock





Our
Certificate of Incorporation authorizes the issuance of up to 100,000,000 shares
of common stock, par value $0.001 per share (the “Common Stock”).  The
Common Stock is not listed on a publicly-traded market.  As of March
30, 2009, there was one holder of record of the Common Stock.





Preferred
Stock





Our
Certificate of Incorporation authorizes the issuance of up to 10,000,000 shares
of preferred stock, par value $0.001 per share (the “Preferred
Stock”).  The Company has not yet issued any of its preferred
stock.




Dividend
Policy





The
Company has not declared or paid any cash dividends on its common stock and does
not intend to declare or pay any cash dividend in the foreseeable future. The
payment of dividends, if any, is within the discretion of the Board of Directors
and will depend on the Company’s earnings, if any, its capital requirements and
financial condition and such other factors as the Board of Directors may
consider.





Securities
Authorized for Issuance under Equity Compensation Plans





The
Company does not have any equity compensation plans or any individual
compensation arrangements with respect to its common stock or preferred stock.
The issuance of any of our common or preferred stock is within the discretion of
our Board of Directors, which has the power to issue any or all of our
authorized but unissued shares without stockholder approval.







Recent
Sales of Unregistered Securities





The
Company did not sell any equity securities that were not registered under the
Securities Act during the quarter ended December 31, 2008.





On June
27, 2008, the Registrant sold 5,000,000 shares of Common Stock to four
stockholders at a purchase price of $0.001 per share, for an aggregate price of
$5,000  The Registrant sold these shares of Common Stock under the
exemption from registration provided by Section 4(2) of the Securities
Act.





On March
27, 2009, three stockholders sold all 5,000,000 issued and outstanding shares of
the Company’s Common Stock to a third party in a private
transaction.  These shares of Common Stock were sold under the
exemption from registration provided by Section 4(1) of the Securities
Act.





No
securities have been issued for services. Neither the Registrant nor any person
acting on its behalf offered or sold the securities by means of any form of
general solicitation or general advertising. No services were performed by any
purchaser as consideration for the shares issued.





Issuer
Purchases of Equity Securities





None.





Item
6.  Selected Financial Data.





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





Item
7.  Management’s Discussion and Analysis of Financial Condition and
Results of Operation





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.





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.





The
Company may consider acquiring 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.








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 a total of $275 in assets, entirely comprised
of cash.   The Company had $2,654 current liabilities as of December
31, 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 period from June 27, 2008
(Inception) to December 31, 2008.




For the
                    Cumulative
                    Period from
                    Inception
                    June 27,
                    2008 to
                    December
                    31,
                    2008Net
      Cash (Used in) Operating Activities
                  
                  $
                  (4,900
                  )Net
      Cash (Used in) Investing Activities
                  
                  
                  -Net
      Cash Provided by Financing Activities
                  
                  $
                  5,175Net
      Increase (Decrease) in Cash and Cash Equivalents
                  
                  $
                  275





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 June 27, 2008 (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
fiscal year ended December 31, 2008, the Company had a net loss of $7,554,
consisting of legal, accounting, audit, filing and other professional service
fees incurred in relation to the filing of the Company’s Registration Statement
on Form 10 and Quarterly Reports on Form 10-Q.





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
7A.  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 this information.





Item
8.  Financial Statements and Supplementary Data.





Audited
financial statements begin on the following page of this
report.







TARGET ACQUISITIONS II,
INC.


A
DEVELOPMENT STAGE COMPANY


DECEMBER
31, 2008





TABLE
OF CONTENTS





Page(s)Report
      of Independent Registered Public Accounting firm
                      
                      F - 2Financial
      Statements:Balance
      Sheet as of December 31, 2008
                      
                      F - 3Statement
      of Operations for the Cumulative Period from Inception(June
      27, 2008) through December 31, 2008
                      
                      F – 4Statement
      of Stockholder’s Deficiency for the Cumulative Period fromInception
      (June 27, 2008) through December 31, 2008
                      
                      F - 5Statement
      of Cash Flows for the Cumulative Period from Inception(June
      27, 2008) through December 31, 2008
                      
                      F - 6Notes
      to Financial Statements
                      
                      F - 7 to F - 11


F-1




Report
of Independent Registered Public Accounting Firm





Board of
Directors and Stockholders


TARGET
ACQUISITIONS II, INC.





We have
audited the accompanying balance sheet of  Target Acquisitions II,
Inc. (a development stage company) as of December 31, 2008 and the related
statements of operations, stockholder's deficiency and cash flows for the
cumulative period from Inception (June 27, 2008) through December 31, 2008.
These financial statements are the responsibility of the Company's management.
Our responsibility is to express an opinion on these financial statements based
on our audits.





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





In our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of  Target Acquisitions II,
Inc. (a development stage company) as of December 31, 2008 and the results of
its operations and its cash flows for the cumulative period from (June 27, 2008)
to December 31, 2008 in conformity with accounting principles generally accepted
in the United States of America.





The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern. As discussed in Note 1 to the financial
statements, the Company has a net accumulated deficit, which raises substantial
doubt about its ability to continue as a going concern. Management’s plans
regarding those matters are also described in Note 1. The financial statements
do not include any adjustments that might result from the outcome of this
uncertainty.





/s/ M&K CPAS,
PLLC





Houston,
TX


April 15,
2009


www.mkacpas.com


F-2


TARGET ACQUISITIONS II,
INC.


A
Development Stage Company


BALANCE
SHEET





December 31,
                        2008ASSETSCURRENT
      ASSETS:Cash
                      
                      $
                      275TOTAL
      CURRENT ASSETS:
                      
                      
                      275TOTAL
      ASSETS
                      
                      $
                      275LIABILITIES
      AND STOCKHOLDERS’ DEFICIENCYCURRENT
      LIABILITIES:
                      
                      $
                      2,654Accounts
      PayableTOTAL
      CURRENT LIABILITIES:
                      
                      
                      2,654TOTAL
      LIABILITIES
                      
                      
                      2,654STOCKHOLDERS’
      DEFICIENCY:Preferred
      stock, $.001 par value; 10,000,000 shares authorized; none issued and
      outstanding
                      
                      
                      -Common
      stock, $.001 par value; 100,000,000 shares authorized; 5,000,000 shares
      issued and outstanding as of December 31, 2008
                      
                      
                      5,000Additional
      paid-in capital
                      
                      
                      175Deficit
      accumulated during the development stage
                      
                      
                      (7,554
                      )TOTAL
      STOCKHOLDERS’ DEFICIENCY
                      
                      
                      (2,379
                      )TOTAL
      LIABILITIES AND STOCKHOLDERS’ DEFICIENCY
                      
                      $
                      275





See
notes to financial statements.


F-3




TARGET ACQUISITIONS II,
INC.


A
Development Stage Company


STATEMENT OF
OPERATIONS





For the
                    Cumulative
                    Period from
                    Inception
                    (June 27,
                    2008) through
                    December 31,
                    2008REVENUE
                  
                  $
                  -General
      and administrative expenses
                  
                  
                  7,554NET
      (LOSS)
                  
                  $
                  (7,554
                  )BASIC
      AND DILUTED NET (LOSS) PER SHARE
                  
                  $
                  (.00
                  )WEIGHTED
      AVERAGE NUMBER OF COMMON SHARES OUTSTANDING
                  
                  
                  5,000,000





See
notes to financial statements.


F-4




TARGET ACQUISITIONS II,
INC.


A
Development Stage Company


STATEMENT OF STOCKHOLDER’S
DEFICIENCY





Preferred Stock
                          
                          
                          Common Stock
                          
                          
                          Additional
                            Paid-in
                          
                          
                          (Deficit)
                            Accumulated
                            During the
                            Development
                          
                          
                          Stockholder’sShares
                          
                          
                          Amount
                          
                          
                          Shares
                          
                          
                          Amount
                          
                          
                          Capital
                          
                          
                          Stage
                          
                          
                          EquityBALANCE
      AT INCEPTION(JUNE 27, 2008)
                          
                          
                          -
                          
                          
                          $
                          -
                          
                          
                          
                          -
                          
                          
                          $
                          -
                          
                          
                          $
                          -
                          
                          
                          $
                          -
                          
                          
                          $
                          -Issuance
      of common stock to founder
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          5,000,000
                          
                          
                          
                          5,000
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          5,000Additional
      paid-in capital
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          
                          
                          
                          
                          -
                          
                          
                          
                          175
                          
                          
                          
                          -
                          
                          
                          
                          175Net
      (loss)
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          (7,554
                          )
                          
                          
                          (7,554
                          )BALANCE
      AT DECEMBER 31, 2008
                          
                          
                          -
                          
                          
                          $
                          -
                          
                          
                          $
                          5,000,000
                          
                          
                          $
                          5,000
                          
                          
                          $
                          175
                          
                          
                          $
                          (7,554
                          )
                          
                          $
                          (2,379
                          )




See
notes to financial statements.


F-5




TARGET ACQUISITIONS II,
INC.


A
Development Stage Company


STATEMENT OF CASH
FLOWS





For the
                              Cumulative
                              Period from
                              Inception
                              (June 27, 2008)
                              through
                              December 31,
                              2008CASH
      FLOWS FROMOPERATING
      ACTIVITIES:Net
      loss
                            
                            $
                            (7,554
                            )Changes
      in operating assets and liabilities:Increase
      in accounts payable
                            
                            
                            2,654Net
      cash used in operating activities
                            
                            
                            (4,900
                            )CASH
      FLOWS FROM FINANCING ACTIVITIES:Proceeds
      from the issuance of common stock
                            
                            
                            5,000Additional
      paid-in capital, cash contribution
                            
                            
                            175Net
      cash provided by financing activities
                            
                            
                            5,175NET
      (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS
                            
                            
                            275Cash
      and cash equivalents at beginning of period
                            
                            
                            -CASH
      AND CASH EQUIVALENTS AT END OF PERIOD
                            
                            $
                            275Supplemental
      Disclosures of Cash Flow InformationNon-cash
      Financing Activities:None


See
notes to financial statements.




F-6




TARGET ACQUISITIONS II,
INC.


A
Development Stage Company


NOTES TO FINANCIAL
STATEMENTS


DECEMBER 31,
2008





NOTE
1    -    ORGANIZATION AND SUMMARY OF
SIGNIFICANT ACCOUNTING POLICIES:





(a)
            Organization and
      Business:





Target
Acquisitions II, Inc. (“the Company”) was incorporated in the state of Delaware
on June 27, 2008 for the purpose of raising capital that is intended to be used
in connection with its business plan which may include a possible merger,
acquisition or other business combination with an operating
business.





The
Company is currently in the development stage.  All activities of the
Company to date relate to its organization, initial funding, share issuances and
regulatory compliance.





(b)
            Basis of Presentation/Going
      Concern:




The
accompanying financial statements have been prepared on a going concern basis,
which assumes the Company will realize its assets and discharge its liabilities
in the normal course of business.  As reflected in the accompanying
financial statements, the Company has a deficit accumulated during the
development stage of $7,554, used cash from operations of $4,900 since its
inception, and has a negative working capital of $2,379 at December 31,
2008.  The Company’s ability to continue as a going concern is
dependent upon its ability to generate future profitable operations and/or to
obtain the necessary financing to meet its obligations and repay its liabilities
arising from normal business operations when they come due.  The
Company’s ability to continue as a going concern is also dependent on its
ability to find a suitable target company and enter into a possible reverse
merger with such company.  Management’s plan includes obtaining
additional funds by equity financing through a reverse merger transaction and/or
related party advances, however there is no assurance of additional funding
being available.  These circumstances raise substantial doubt about
the Company’s ability to continue as a going concern. The accompanying financial
statements do not include any adjustments that might arise as a result of this
uncertainty.




(c)
            Use of
      Estimates:





The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States requires management to make estimates
and assumptions that affect the amounts of assets and liabilities and disclosure
of contingent assets and liabilities at the date of the balance sheet and
reported amounts of revenues and expenses during the reporting
period.  Actual results could differ from those
estimates.





(d)
            Cash and Cash
      Equivalents:





For
purposes of the statement of cash flows, the Company considers highly liquid
financial instruments purchased with a maturity of three months or less to be
cash equivalents. There were no cash equivalents at December 31,
2008.





(e)
            Income
    Taxes:





The
Company utilizes the liability method of accounting for income
taxes.  Under the liability method deferred tax assets and liabilities
are determined based on the differences between financial reporting basis and
the tax basis of the assets and liabilities and are measured using enacted tax
rates and laws that will be in effect, when the differences are expected to
reverse.


F-7




TARGET ACQUISITIONS II,
INC.


A
Development Stage Company


NOTES TO FINANCIAL
STATEMENTS


DECEMBER 31,
2008





NOTE
1    -    ORGANIZATION AND SUMMARY OF
SIGNIFICANT ACCOUNTING POLICIES


(Continued):





(e)
            Income Taxes
      (continued):




2008Deferred
      Tax assets:Net
      operating loss carry forwards
                  
                  $
                  7,554Gross
      deferred tax asset
                  
                  
                  2,568Less:
      Valuation allowance
                  
                  
                  (2,568
                  )Gross
      deferred tax asset
                  
                  $
                  -





In
assessing the ability to realize deferred tax assets, management considers
whether it is more likely than not that some portion or all of the deferred tax
assets will be realized. Based upon the level of historical losses and
projections of future taxable income over the periods in which the deferred tax
assets are deductible, a full valuation allowance has been provided as
management believes that it is more likely than not, based upon available
evidence, that the deferred tax assets will not be realized.





As of
December 31, 2008, the Company has federal and states net operating loss carry
forwards of $7,554. The federal and state net operating loss carry forwards will
begin to expire in 2028. The Company’s ability to utilize net operating loss
carry forwards may be limited in the event that a change in ownership, as
defined in the Internal Revenue Code, occurs in the future.





(f)
            Loss per Common
      Share:





Basic
loss per share is calculated using the weighted-average number of common shares
outstanding during each reporting period.  Diluted loss per share
includes potentially dilutive securities such as outstanding options and
warrants, using various methods such as the treasury stock or modified treasury
stock method in the determination of dilutive shares outstanding during each
reporting period.  The Company does not have any potentially dilutive
instruments for this reporting period.





(g)
            Fair Value of Financial
      Instruments:





The
carrying value of cash equivalents approximates fair value due to the short
period of time to maturity.


F-8




TARGET ACQUISITIONS II,
INC.


A
Development Stage Company


NOTES TO FINANCIAL
STATEMENTS


DECEMBER 31,
2008





NOTE
2    -    CAPITAL STOCK:





The total
number of shares of capital stock which the Company shall have authority to
issue is 110,000,000. These shares are divided into two classes with 100,000,000
shares designated as common stock at $.001 par value (the “Common Stock”) and
10,000,000 shares designated as preferred stock at $.001 par value (the
“Preferred Stock”).  The Preferred stock of the Company may be issued
by the Board of Directors of the Company in one or more classes or one or more
series within any class and such classes or series shall have such voting
powers, full or limited, or no voting powers, and such designations,
preferences, limitations or restrictions as the Board of Directors of the
Company may determine, from time to time.





Holders
of shares of Common stock shall be entitled to cast one vote for each share held
at all stockholders’ meetings for all purposes, including the election of
directors. The Common Stock does not have cumulative voting rights.





No holder
of shares of stock of any class shall be entitled as a matter of right to
subscribe for or purchase or receive any part of any new or additional issue of
shares of stock of any class, or of securities convertible into shares of stock
of any class, whether now hereafter authorized or whether issued for money, for
consideration other than money, or by way of dividend.





On June
27, 2008, the Company sold 5,000,000 shares of Common Stock to three
stockholders at a purchase price of $0.001 per share, for an aggregate price of
$5,000  The Registrant sold these shares of Common Stock under the
exemption from registration provided by Section 4(2) of the Securities
Act.





On March
27, 2009, three stockholders sold all 5,000,000 issued and outstanding shares of
the Company’s Common Stock to a third party in a private
transaction.  These shares of Common Stock were sold under the
exemption from registration provided by Section 4(1) of the Securities
Act.





During
the period ended December 31, 2008, $175 was donated to the Company and recorded
as an addition to Additional Paid In Capital.





NOTE
3    -    RECENT ACCOUNTING
PRONOUNCEMENTS:





In
September 2006, the Financial Accounting Standard Board issued SFAS No. 157
“Fair Value Measurement” that provides enhanced guidance for using fair value to
measure assets and liabilities.  The standard applies whenever other
standards require (or permit) assets or liabilities to be measured at fair
value. The standard does not expand the use of fair value in any new
circumstances.


F-9





TARGET ACQUISITIONS II,
INC.


A
Development Stage Company


NOTES TO FINANCIAL
STATEMENTS


DECEMBER 31,
2008





NOTE
3    -    RECENT ACCOUNTING
PRONOUNCEMENTS (Continued):





This
Statement is effective for financial statements issued for fiscal years
beginning after November 15, 2007, and interim periods within those fiscal
years. Earlier application is encouraged, provided that the reporting entity has
not yet issued financial statements for that fiscal year, including financial
statements for an interim period within that fiscal year. Currently this
pronouncement has no effect on the Company’s financial statements.





In
February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for
Financial Assets and Financial Liabilities” (“SFAS No. 159”).  SFAS
No. 159 permits entities to choose to measure, on an item-by-item basis,
specified financial instruments and certain other items at fair
value.  Unrealized gains and losses on items for which the fair value
option has been elected are required to be reported in earnings at each
reporting date.  SFAS No. 159 is effective for fiscal years beginning
after November 15, 2007, the provisions of which are required to be applied
prospectively.  Currently this pronouncement has no effect on the
Company’s financial statements.





In
December 2007, the Financial Accounting Standards Board (“FASB”) issued
Statement of Financial Accounting Standards (“SFAS”) No. 141 (revised
2007), Business Combinations, which replaces SFAS No 141. The statement retains
the purchase method of accounting for acquisitions, but requires a number of
changes, including changes in the way assets and liabilities are recognized in
the purchase accounting. It also changes the recognition of assets acquired and
liabilities assumed arising from contingencies, requires the capitalization of
in-process research and development at fair value, and requires the expensing of
acquisition-related costs as incurred. SFAS No. 141R is effective
for business combinations for which the acquisition date is on or after the
beginning of the first annual reporting period beginning on or after December
15, 2008.  The intention of the company is to carry out an acquisition
or a reverse merger activity.  The pronouncement will impact the
Company in the event such a transaction consummates. The Company is currently
evaluating the impact of adopting SFAS. No 141R on its financial
statements.





In
December 2007, the FASB issued SFAS No. 160.  “Noncontrolling
Interests in Consolidated Financial Statements-and Amendment of ARB No.
51.”  SFAS 160 establishes accounting and reporting standards
pertaining to ownership interests in subsidiaries held by parties other than the
parent, the amount of net income attributable to the parent and to the
noncontrolling interest, changes in a parent’s ownership interest, and the
valuation of any retained noncontrolling equity investment when a subsidiary is
deconsolidated.  This statement also establishes disclosure
requirements that clearly identify and distinguish between the interests of the
parent and the interests of the noncontrolling owners.  SFAS 160 is
effective for fiscal years beginning on or after December 15,
2008.  The adoption of SFAS 160 is not currently expected to have a
material effect on the Company’s financial position, results of operations, or
cash flows.





In March
2008, the Financial Accounting Standards Board (FASB) issued FASB Statement No.
161, Disclosures about
Derivative Instruments and Hedging Activities. The new standard is
intended to improve financial reporting about derivative instruments and hedging
activities by requiring enhanced disclosures to enable investors to better
understand their effects on an entity’s financial position, financial
performance, and cash flows. It is effective for financial statements issued for
fiscal years and interim periods beginning after November 15, 2008, with early
application encouraged. The Company is currently evaluating the impact of
adopting SFAS. No. 161 on its financial statements.


F-10




TARGET ACQUISITIONS II,
INC.


A
Development Stage Company


NOTES TO FINANCIAL
STATEMENTS


DECEMBER 31,
2008





NOTE
3    -    RECENT ACCOUNTING
PRONOUNCEMENTS (Continued):





In May
2008, the FASB issued Statement of Financial Accounting Standards No. 162, “The
Hierarchy of Generally Accepted Accounting Principles” (“Statement No. 162").
Statement No. 162 identifies the sources of accounting principles and the
framework for selecting the principles used in preparation of the financial
statements of non governmental entities that are presented in conformity with
U.S. GAAP (the GAAP hierarchy). Statement No. 162 will become effective sixty
days following the Securities and Exchange Commission’s approval of the Public
Company Accounting Oversight Board amendments to AU Section 411, “The Meaning of
Present Fairly in Conformity with Generally Accepted Accounting Principles.” The
adoption of Statement No. 162 is not expected to materially impact the Company’s
financial position or results of operations.





F-11


Item
9. Changes in and Disagreements with Accountants on Accounting and Financial
Disclosure.





There are
not and have not been any disagreements between the Company and its accountants
on any matter of accounting principles, practices or financial statement
disclosure.





Item
9A(T). Controls and Procedures.





Evaluation of Disclosure
Controls and Procedures





The
Company’s management is responsible for establishing and maintaining a system of
disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e)
under the Exchange Act) that is designed to ensure that information required to
be disclosed by the Company in the reports that the Company files or submits
under the Exchange Act is recorded, processed, summarized and reported, within
the time periods specified in the Commission’s rules and
forms.  Disclosure controls and procedures include, without
limitation, controls and procedures designed to ensure that information required
to be disclosed by an issuer in the reports that it files or submits under the
Exchange Act is accumulated and communicated to the issuer’s management,
including its principal executive officer or officers and principal financial
officer or officers, or persons performing similar functions, as appropriate to
allow timely decisions regarding required disclosure.





In
accordance with Exchange Act Rules 13a-15 and 15d-15, an evaluation was
completed under the supervision and with the participation of the Company’s
management, including the Company’s President, Principal Financial Officer and
Secretary, of the effectiveness of the design and operation of the Company’s
disclosure controls and procedures as of the end of the period covered by this
Annual Report.  Based on that evaluation, the Company’s management
including the President, Principal Financial Officer and Secretary, concluded
that the Company’s disclosure controls and procedures as of the end of the
period covered by this Annual Report on Form 10-K, were effective in providing
reasonable assurance that information required to be disclosed in the Company’s
reports filed or submitted under the Exchange Act was recorded, processed,
summarized, and reported within the time periods specified in the Commission’s
rules and forms.





Evaluation of Internal
Controls and Procedures





This
annual report does not include a report of management's assessment regarding
internal control over financial reporting or an attestation report of the
company's registered public accounting firm due to a transition period
established by rules of the Securities and Exchange Commission for newly public
companies.





Changes in Internal Controls
over Financial Reporting





There
have been no significant changes to the Company’s internal controls over
financial reporting that occurred during our last fiscal quarter of the year
ended December 31, 2008, that materially affected, or were reasonably likely to
materially affect, our internal controls over financial reporting.





Item
9B. Other Information.





None.







PART
III





Item
10. Directors, Executive Officers, Promoters and Control Persons; Compliance
with Section 16(a) of the Exchange Act.





(a)  Identification
of Directors and Executive Officers.  The following table sets forth
certain information regarding the Company’s sole officer and
director:





Name
                        
                        Age
                        
                        PositionGeoffrey
    Alison
                        
                        36
                        
                        CEO, CFO President, Treasurer and
      Secretary since
2009




Geoffrey Alison has been
CEO, CFO, President, Treasurer and Secretary of the
Company since March 2009.  He isregistered with the National
Association of Securities Dealers since 1999 and has worked as a general
securities principal for various securities firms including Stock USA, Inc.
(January 1999 - October 2001) and Assent, LLC (November 2001 - August 2004).
From September 2004 through the present date, Mr. Alison has been a registered
general securities principal with ECHOtrade, a Philadelphia Exchange member
firm, as a securities trader for his own capital and benefit. From July 2003
through January 2005, he served as Chief Financial Officer, Secretary and a
director of Intrac, Inc. (OTCBB:ITRD); from January 2005 through January 2006,
he has also served as President, Secretary and a director of Cape Coastal
Trading Corporation (OTCBB:CCTR) and Travel Hunt Holdings, Inc.
(OTCBB:TVHT).  He currently also serves as President, Secretary and a
director of Cyberspace Vita, Inc. (OTCBB:CBYV) and Target Acquisitions I,
Inc.  In October, 2002, Mr. Alison co-created Greenvest Industries,
Inc. which manufactures pet products under the brand name Happy Tails Pet Beds.
Mr. Alison is currently President and CEO of Greenvest Industries,
Inc.




Mr. Alison devotes less than 5% of his
business time to the affairs of the Company.  The time Mr. Alison
spends on the business affairs of the Company varies from week to week and is
based upon the needs and requirements of the Company.





The term
of office of each director expires at our annual meeting of stockholders or
until their successors are duly elected and qualified.  Directors are
not compensated for serving as such. Officers serve at the discretion of the
Board of Directors




(b)  Significant
Employees.




As of the
date hereof, the Company has no significant employees.





(c)  Family
Relationships.





There are
no family relationships among directors, executive officers, or persons
nominated or chosen by the issuer to become directors or executive
officers.




(d)   Involvement
in Certain Legal Proceedings.




There
have been no events under any bankruptcy act, no criminal proceedings and no
judgments, injunctions, orders or decrees material to the evaluation of the
ability and integrity of any director, executive officer, promoter or control
person of Registrant during the past five years.








Compliance
with Section 16(a) of the Exchange Act





Section 16(a)
of the Exchange Act requires the Company’s directors and officers, and persons
who beneficially own more than 10% of a registered class of the Company’s equity
securities, to file reports of beneficial ownership and changes in beneficial
ownership of the Company’s securities with the SEC on Forms 3, 4 and 5.
Officers, directors and greater than 10% stockholders are required by SEC
regulation to furnish the Company with copies of all Section 16(a) forms
they file.




Based
solely on the Company’s review of the copies of the forms received by it during
the fiscal year ended December 31, 2008 and written representations that no
other reports were required, the Company believes that no person who, at any
time during such fiscal year, was a director, officer or beneficial owner of
more than 10% of the Company’s common stock failed to comply with all
Section 16(a) filing requirements during such fiscal years.




Code
of Ethics




We have
not adopted a Code of Business Conduct and Ethics that applies to our principal
executive officer, principal financial officer, principal accounting officer or
controller, or persons performing similar functions in that our sole officer and
director serve in these capacities.





Nominating
Committee





We have
not adopted any procedures by which security holders may recommend nominees to
our Board of Directors.





Audit
Committee





The Board
of Directors acts as the audit committee. The Company does not have a qualified
financial expert at this time because it has not been able to hire a qualified
candidate. Further, the Company believes that it has inadequate financial
resources at this time to hire such an expert.  The Company intends to
continue to search for a qualified individual for hire.





Item
11. Executive Compensation.





The
Company’s officers and sole director have not received any cash remuneration
since inception. He will not receive any remuneration until the consummation of
an acquisition. No remuneration of any nature has been paid for on account of
services rendered by a director in such capacity.  Our sole officer
and director intends to devote very limited time to our affairs.




It is
possible that, after the Company successfully consummates a business combination
with an unaffiliated entity, that entity may desire to employ or retain one or a
number of members of our management for the purposes of providing services to
the surviving entity. However, the Company has adopted a policy whereby the
offer of any post-transaction employment to members of management will not be a
consideration in our decision whether to undertake any proposed transaction.
There are no understandings or agreements regarding compensation our management
will receive after a business combination that is required to be disclosed, or
otherwise.





No
retirement, pension, profit sharing, stock option or insurance programs or other
similar programs have been adopted by the Company for the benefit of its
employees.





Director
Compensation





We do not
currently pay any cash fees to our directors, nor do we pay directors’ expenses
for attending board meetings.








Employment
Agreements





The
Company is not a party to any employment agreements.





Item
12. Security Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters.





(a)           The
following table sets forth, as of March 30, 2009, the number of shares of common
stock owned of record and beneficially by executive officers, directors and
persons who beneficially own more than 5% of the outstanding shares of common
stock of the Company.





Name and Address
                          
                          Amount and
                            Nature of
                            Beneficial
                            Ownership
                          
                          
                          Percentage
                            of ClassRobert
      L. B. Diener
                          
                          
                          5,000,000
                          
                          
                          
                          100
                          %122 Ocean Park Blvd.
      #307
                            Santa Monica, CA
      90405Geoffrey
      Alison (1)
                          
                          
                          —
                          
                          
                          
                          0
                          %500 Noeline
      Ave
                            Encino, CA
      90405All
      Officers and
                          
                          
                          —
                          
                          
                          
                          0
                          %Directors
      as a group(1
      individual)







(1)
            Mr.
      Alison is President, Secretary, Treasurer and sole director of the
      Company.  Mr. Alison is the son-in-law of Robert L. B.
      Diener





(b)   The
Company currently has not authorized any compensation plans or individual
compensation arrangements.





Item
13. Certain Relationships and Related Transactions.





Except as
otherwise indicated herein, there have been no related party transactions, or
any other transactions or relationships required to be disclosed pursuant to
Item 404 of Regulation S-K.





Item
14.  Principal Accounting Fees and Services





M&K
CPAS, PLLC (“M&K”) is the Company's independent registered public
accounting firm.





Audit
Fees





The
aggregate fees billed or to be billed by M&K for professional services
rendered for the audit of our annual financial statements and limited review of
financial statements included in our quarterly reports on Form 10-Q or services
that are normally provided in connection with statutory and regulatory filings
were $2,400for the
period from June 27, 2008 (Inception) to December 31, 2008.








Audit-Related
Fees





There
were no feesbilled
or to be filled by M&K for assurance and related services that are
reasonably related to the performance of the audit or review of the Company’s
financial statements for the fiscal year ended December 31, 2008 and for the
period from June 27, 2008 (Inception) to December 31, 2008.




Tax
Fees





There
were no feesbilled
or to be filled by M&K for professional services for tax compliance, tax
advice, and tax planning for the period from June 27, 2008 (Inception) toDecember 31,
2008.





All
Other Fees





There
were no fees billed or to be billed by M&K for other products and services
for the fiscal year ended December 31, 2008 andfor the period from June
27, 2008 (Inception) to December 31, 2008.





Audit
Committee’s Pre-Approval Process





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




Part
IV





Item
15. Exhibits, Financial Statement Schedules





(a)  We
set forth below a list of our audited financial statements included in Item 8 of
this annual report on Form 10-K.





Statement
                
                Page*Index
      to Financial Statements
                
                F-1Report
      of Independent Registered Public Accounting Firm
                
                F-2Balance
      Sheets
                
                F-3Statements
      of Operations
                
                F-4Statement
      of Changes in Stockholder’s Equity (Deficit)
                
                F-5Statements
      of Cash Flows
                
                F-6Notes
      to Financial Statements
                
                F-7







(b)
Index to Exhibits required by Item 601 of Regulation S-K.








Exhibit
                  
                  Description*3.1
                  
                  Certificate
      of Incorporation*3.2
                    
                    23.1
                  
                  By-laws
                    
                    Consent
      of Independent Accountants31.1
                  
                  Certification
      of the Company’s Principal Executive Officer and Principal Financial
      Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, with
      respect to the registrant’s Annual Report on Form 10-K for the year ended
      December 31, 2008.32.1
                  
                  Certification
      of the Company’s Principal Executive Officer and 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, as filed with the Securities
      and Exchange Commission on July 17, 2008 and incorporated herein by this
      reference.




SIGNATURES





In
accordance with Section 13 or 15(d) 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:
      April 15, 2009
              TARGET
      ACQUISITIONS II,INC.By:
              /s/ Geoffrey
AlisonGeoffrey AlisonPresident and DirectorChief Executive OfficerPrincipal Executive OfficerDated:
      April 15, 2009
              By:
              /s/ Geoffrey
AlisonGeoffrey AlisonPrincipal Financial Officer





In
accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.





Title
              
              Date/s/ Geoffrey Alison
              
              President
      and Sole Director
              
              April
      15, 2009Geoffrey
      Alison
              
              Chief
      Executive Officer