U.S.
      SECURITIES AND EXCHANGE COMMISSION


Washington,
      D.C. 20549





**FORM
      10-KSB**





xANNUAL
      REPORT PURSUANT
      SECTION 13 OR 15(d) OF THE


SECURITIES
      EXCHANGE ACT OF 1934





For
      the
      annual period ended September 30, 2007





oTRANSITION
      REPORT
      PURSUANT SECTION 13 OR 15(d) OF THE


SECURITIES
      EXCHANGE ACT OF 1934





For
      the
      transition period from to





Commission
      file number 0-52286





**Tia
                II, Inc.**(Name of Small Business Issuer in its charter)




Delaware
            
            51-0597955(State
                or other jurisdiction of
              incorporation
                or formation)
            
            (I.R.S.
                employer
              identification
                number)





7325
                Oswego Road , Suite D
              Liverpool,
                NY
            
            13090Address
            
            Zip
                Code





Issuer's
      telephone number: 315.703.9017





Securities
      to be registered under Section 12(b) of the Act: none





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





Title
                of each class
            
            Name
                of Exchange on which to be so
              registered
                each class is to be registeredCommon
                Stock, $.0001
            
            N/A





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





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





APPLICABLE
      ONLY TO CORPORATE ISSUERS


State
      the
      number of shares outstanding of each of the issuer's classes of common equity,
      as of the latest practicable date: 1,000,000 shares of Common Stock, par value
      $
      .0001 per share, outstanding as of September 30, 2007.





Transitional
      Small Business Disclosure Format (Check one):   YES o NO x







**TIA
      II, INC.**


**-
      INDEX -**




Page(s)**PART
                I****.**
            
            3Item
                1.
            Description
                of Business
            3Item
                2.
            Description
                of Property
            5Item
                3.
            Legal
                Proceedings
            5Item
                4.
            Submission
                of Matters to a Vote of Security Holders
            5**PART
                II.**Item
                5.
            Market
                for Common Equity, Related Stockholder Matters, and Purchases of
                Equity
                Securities
            5Item
                6.
            Management’s
                Discussion and Analysis or Plan of Operation
            5Item
                7.
            Financial
                Statements and Notes to Financial Statements
            F-
                1 – F-8Item
                8.
            Changes
                In and Disagreement with Accountants on Accounting and Financial
                Disclosure
            7Item
                8A.
            Controls
                and Procedures
            7Item
                8B.
            Other
                Information
            10**PART
                III.**Item
                9.
            Directors,
                Executive Officers, Promoters and Control Persons
            11Item.
                10.
            Executive
                Compensation
            12Item
                11.
            Security
                Ownership of Certain Beneficial Owners and Management
            12Item
                12.
            Certain
                Relationships and Related Transactions
            13Item
                13.
            Exhibits
                and Reports on Form 8-K
            13Item
                14.
            Principal
                Accountant Fees and Services
            13Signatures





**PART
      I.**





**ITEM
      1. DESCRIPTION OF BUSINESS**





(a)
      Business Development





Tia
      II,
      Inc. (the "Company", “We, “Our” or the "Registrant") was incorporated in the
      State of Delaware on August 17, 2006. 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.





Forward
      Looking Statements





Certain
      matters discussed herein may constitute forward-looking statements and as such
      may involve risks and uncertainties. In this report, the words "anticipates,"
      "believes," "expects," "intends," "future" and similar expressions identify
      certain forward-looking statements. These forward-looking statements relate
      to,
      among other things, expectations of the business environment in which we
      operate, projections of future performance, perceived opportunities in the
      market and statements regarding our mission and vision. Our actual results,
      performance, or achievements may differ significantly from the results,
      performance, or achievements expressed or implied in such forward-looking
      statements. For discussion of the factors that might cause such a difference,
      see "Item 7. Management's Discussion and Analysis of Financial


Condition
      and Results of Operation". We undertake no obligation to update or revise such
      forward-looking statements.





(b)
      Business of Issuer





The
      Company, based on proposed business activities, is a "blank check" company.
      The
      Securities and Exchange Commission (“SEC”) defines such a company as "a
      development stage company that has no specific business plan or purpose, or
      has
      indicated that its business plan is to engage in a merger or acquisition with
      an
      unidentified company or companies, or other entity or person and is issuing
      ‘penny stock,’ as defined in Rule 3a-51-1 under the Securities Exchange Act of
      1934 (“Exchange Act”). 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 and, to a lesser extent, that desires
      to
      employ our funds in its business. 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 has and will be undertaken by or under
      the supervision of the officers and directors of the Registrant. The Registrant
      has considered potential acquisition transactions with several companies, but
      as
      of this date has not entered into any definitive agreement with any party.
      The
      Registrant has unrestricted flexibility in seeking, analyzing and participating
      in potential business opportunities. In its efforts to analyze potential
      acquisition targets, the Registrant 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 Registrant 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 Registrant 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


3


(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 Registrant's limited capital available for
      investigation, the Registrant may not discover or adequately evaluate adverse
      facts about the opportunity to be acquired.





FORM
      OF
      ACQUISITION





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




It
      is
      likely that the Registrant will acquire its participation in a business
      opportunity through the issuance of common stock or other securities of the
      Registrant. 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 the issuance to the stockholders of the acquired company of at
      least 80 percent of the common stock of the combined entities immediately
      following the reorganization. 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. 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.
      This could result in substantial additional dilution to the equity of those
      who
      were stockholders of the Registrant prior to such reorganization.





The
      present stockholders of the Registrant will likely not have control of a
      majority of the voting shares of the Registrant following a reorganization
      transaction. As part of such a transaction, all or a majority of the
      Registrant's directors may resign and 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 shares. The necessity to obtain
      such stockholder approval may result in delay and additional expense in the
      consummation of any proposed transaction and may 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 would 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 sole officer and
      director is engaged in outside business activities and anticipates he will
      devote to our business only several hours per week until the acquisition of
      a
      successful business opportunity has been consummated. We expect no significant
      changes in the number of our employees other than such changes, if any, incident
      to a business combination.





(c)
      Reports to security holders.





(1)
      The
      Company is not required to deliver an annual report to security holders and
      at
      this time does not anticipate the distribution of such a report.




(2)
      The
      Company will file reports with the SEC. The Company will be a reporting company
      and will comply with the requirements of the Securities Exchange Act of 1934,
      as
      amended.




(3)
      The
      public may read and copy any materials the Company files with the SEC at the
      SEC's Public Reference Room at 450 Fifth Street, N.W., Washington, D.C. 20549.
      The public may obtain information on the operation of the Public Reference
      Room
      by calling the SEC at 1-800-SEC-0330. Additionally, the SEC maintains an
      Internet site that contains reports, proxy and information statements, and
      other
      information regarding issuers that file electronically with the SEC, which
      can
      be found at http://www.sec.gov.


4


**ITEM
      2. DESCRIPTION OF PROPERTY.**





The
      Company neither rents nor owns any properties. 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**





There
      are
      not presently any material pending legal proceedings to which the Registrant
      is
      a party or as to which any of its property is subject, and no such proceedings
      are known to the Registrant to be threatened or contemplated against
      it.





**ITEM
      4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS**





None





**PART
      II.**





**ITEM
      5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER
      MATTERS** .





(a)
      Market Information. The Company's common stock is not trading on any stock
      exchange. The Company is not aware of any market activity in its stock during
      the current fiscal year.





(b)
      Holders. As of September 30, 2007, there was one record holder of 1,000,000
      shares of the Company's common stock.





(c)
      Dividends. The Registrant has not paid any cash dividends to date and does
      not
      anticipate or contemplate paying dividends in the foreseeable future. It is
      the
      present intention of management to utilize all available funds for the
      development of the Registrant's business.





**ITEM
      6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN 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 its potential candidate
      target companies to any specific business, industry or geographical location
      and, thus, may acquire any type of business.





The
      Company does not currently engage in any business activities that provide cash
      flow. Therefore, until a business combination is completed, the founding
      stockholder has agreed to fund the Company’s operating costs through the earlier
      of a business combination or December 31, 2008. We may also meet these costs
      by
      obtaining additional amounts, as necessary, to be loaned to or invested in
      us by
      our stockholders, management or other investors.





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





(i)
            Filing
                of Exchange Act reports, and(ii)
            Costs
                relating to consummating an
                acquisition.





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.





Our
      sole
      officer and director has not had any preliminary contact or discussions with
      any
      representative of any other entity 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 this regard, 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.




Our
      management anticipates that it will likely be able to effect only one business
      combination, due primarily to our limited financing, and the dilution of
      interest for present and prospective stockholders, which is likely to occur
      as a
      result of our management's plan to offer a controlling interest to a target
      business in order to achieve a tax free reorganization. This lack of
      diversification should be considered a substantial risk in investing in us,
      because it will not permit us to offset potential losses from one venture
      against gains from another.


5





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.





Forward
      Looking Statements





Certain
      matters discussed herein may constitute forward-looking statements and as such
      may involve risks and uncertainties. In this report, the words "anticipates,"
      "believes," "expects," "intends," "future" and similar expressions identify
      certain forward-looking statements. These forward-looking statements relate
      to,
      among other things, expectations of the business environment in which we
      operate, projections of future performance, perceived opportunities in the
      market and statements regarding our mission and vision. Our actual results,
      performance, or achievements may differ significantly from the results,
      performance, or achievements expressed or implied in such forward-looking
      statements. For discussion of the factors that might cause such a difference,
      see "Item 7. Management's Discussion and Analysis of Financial Condition and
      Results of Operation". We undertake no obligation to update or revise such
      forward-looking statements.





Plan
      of Operation





The
      Company incurred a net loss of $ (19,077) for the year ended September 30,
      2007
      and a net loss of $(19,442) for the period from August 17, 2006 (Date of
      inception) to September 30, 2007. In addition, the Company has no working
      capital and has an accumulated deficit of $(19,442) as of September 30,
      2007.





The
      Company has not realized any revenues from operations since inception, and
      for
      the next twelve months, it plans to continue its efforts in locating suitable
      acquisition candidates. The Company can provide no assurance that it can
      continue to satisfy its cash requirements for the 12 months subsequent to
      September 30, 2007. The sole stockholder has agreed to fund the Company’s
      operating costs through the earlier of a business combination or December 31,
      2008.





A
      common
      reason for a target company to enter into a merger with a blank check company
      is
      the desire to establish a public trading market for its shares. Such a company
      would hope to avoid the perceived adverse consequences of undertaking a public
      offering itself, such as the time delays and significant expenses incurred
      to
      comply with the various Federal and State securities law that regulate initial
      public offerings.





Liquidity
      and Capital Resources





As
      of
      September 30, 2007, other than minimal cash, the Company had no assets and
      there
      is currently an advance from Mary Passalaqua, the sole stockholder in the amount
      of $14,121.





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 since inception. It is unlikely the Company will have any
      revenues unless it is able to effect an acquisition of, or merger with an
      operating company, of which there can be no assurance.





Commitments





We
      do not
      have any commitments which are required to be disclosed in tabular form as
      of
      September 30, 2007.




6





**ITEM
      7. FINANCIAL STATEMENTS**





**INDEX
      TO FINANCIAL STATEMENTS**





TIA
                II, INC.(A
                DEVELOPMENT STAGE COMPANY)PageREPORT
                OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
            F-1FINANCIAL
                STATEMENTSBalance
                Sheet as of September 30, 2007
            F-2Statements
                of Operations for the Year Ended September 30, 2007 and
              For
                the period from August 17, 2006 (Date of Inception) to September
                30, 2006
                and
              For
                the period from August 17, 2006 (Date of Inception) to September
                30,
                2007
            F-3Statement
                of Changes in Stockholder’s Deficiency for the period from August 17, 2006
                (Date of Inception) toSeptember
                30, 2007
            F-4Statements
                of Cash Flows for the Year Ended September 30, 2007 and
              For
                the period from August 17, 2006 (Date of Inception) to September
                30, 2006
                and
              For
                the period from August 17, 2006 (Date of Inception) to September
                30,
                2007
            F-5NOTES
                TO FINANCIAL STATEMENTS
            F-6
                to F-8








REPORT
      OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM





To
      the
      Board of Directors


TIA
      II,
      Inc.




We
      have
      audited the accompanying balance sheet of TIA II, Inc. (a development stage
      company) (the “Company”) as of September 30, 2007, and the related statements of
      operations, changes in stockholders’ deficiency and cash flows for the year
      ended September 30, 2007 and for the period from August 17, 2006 (Date of
      Inception) to September 30, 2006 and for the period from August 17, 2006 (Date
      of Inception) to September 30, 2007. 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 audit 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, 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 TIA II, Inc. (a development stage
      company), as of September 30, 2007, and the results of its operations and its
      cash flows for the year ended September 30, 2007 and for the period from August
      17, 2006 (Date of Inception) to September 30, 2006 and for the period from
      August 17, 2006 (Date of Inception) to September 30, 2007 in conformity with
      United States generally accepted accounting principles .




**/s/
                Marcum & Kliegman,
                LLP**




**New
      York, New York**




**December
      20, 2007**


F-1





TIA
      II,
      INC.


(A
      DEVELOPMENT STAGE COMPANY)





BALANCE
      SHEET


September
      30, 2007




ASSETSCASH
            
            $
            46TOTAL
                ASSETS
            
            $
            46LIABILITIES
                AND STOCKHOLDER’S DEFICIENCYCURRENT
                LIABILITIESACCOUNTS
                PAYABLE
            
            $
            4,335ADVANCES-
                RELATED PARTY
            
            
            14,121TOTAL
                LIABILITIES
            
            
            18,456STOCKHOLDER’S
                DEFICIENCY:Preferred
                stock, $.0001 par value; 10,000,000 shares authorized, -0-
                issued
            
            
            -Common
                stock, $.0001 par value; 250,000,000 shares authorized, 1,000,000
                shares
                issued and outstanding.
            
            
            100Additional
                Paid in Capital
            
            
            932Deficit
                accumulated during the development stage
            
            
            (19,442
            )TOTAL
                STOCKHOLDER’S DEFICIENCY
            
            
            (18,410
            )TOTAL
                LIABILITIES AND STOCKHOLDER’S DEFICIENCY
            
            $
            46





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


F-2





TIA
      II,
      INC.


(A
      DEVELOPMENT STAGE COMPANY)





STATEMENTS
      OF OPERATIONS





For the Year
              Ended
              September 30,
              2007
            
            For the Period
              from August 17,
              2006 (Dateof
              Inception) to
              September 30,
              2006
            
            For the Period
              from August 17,
              2006 (Date of
              Inception) to
              September 30, 2007REVENUES
            
            $
            -
            
            $
            -
            
            $
            -ACCOUNTING
                FEES
            
            
            (16,701
            )
            
            (74
            )
            
            (1,735
            )OTHER
                FORMATION COSTS
            
            
            (1,444
            )
            
            (291
            )
            
            (16,775
            )IMPUTED
                INTEREST
            
            
            (932
            )
            
            -
            
            
            (932
            )NET
                LOSS
            
            $
            (19,077
            )
            $
            (365
            )
            $
            (19,442
            )WEIGHTED
                AVERAGE NUMBER OF SHARES OUTSTANDING – BASIC AND DILUTED
            
            
            1,000,000
            
            
            750,000NET
                LOSS PER SHARE - BASIC AND DILUTED
            
            $
            (0.02
            )
            $
            (0.00
            )





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


F-3





TIA
      II,
      INC.


(A
      DEVELOPMENT STAGE COMPANY)





STATEMENT
      OF CHANGES IN STOCKHOLDER’S DEFICIENCY


FOR
      THE
      PERIOD FROM AUGUST 17, 2006 (DATE OF INCEPTION) TO SEPTEMBER 30,
      2007





DeficitAccumulatedAdditional
            
            During
                the
            
            TotalCommon
                Stock
            
            Paid
                in
            
            Development
            
            Stockholder’sShares
            
            Amount
            
            Capital
            
            Stage
            
            DeficiencyCommon
                      shares issued on August 28, 2006 at $0.0001 per
                      share
            
            
            1,000,000
            
            $
            100
            
            $
            -
            
            $
            -
            
            $
            100Net
                loss for the period ended September 30, 2006
            
            
            -
            
            
            -
            
            
            -
            
            
            (365
            )
            
            (365
            )Balance
                at September 30, 2006
            
            
            1,000,000
            
            
            100
            
            
            -
            
            
            (365
            )
            
            (265
            )Imputed
                interest on advance from related parties
            
            
            -
            
            
            -
            
            
            932
            
            
            -
            
            
            932Net
                loss for the period ended September 30, 2007
            
            
            -
            
            
            -
            
            
            -
            
            
            (19,077
            )
            
            (19,077
            )Balance
                at September 30, 2007
            
            
            1,000,000
            
            $
            100
            
            $
            932
            
            $
            (19,442
            )
            $
            (18,410
            )





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


F-4





TIA
      II,
      Inc.


(A
      DEVELOPMENT STAGE COMPANY)





STATEMENTS
      OF CASH FLOWS





For
                the Period
            
            For the Periodfrom August 17,
            
            from August 17,For
                the Year
            
            2006
                (Date of
            
            2006
                (Date ofEnded
            
            Inception)
                to
            
            Inception)
                toSeptember 30,
            
            September
                30,
            
            September
                30,2007
            
            2006
            
            2007CASH
                FLOWS FROM OPERATING ACTIVITIESNet
                loss
            
            $
            (19,077
            )
            $
            (365
            )
            $
            (19,442
            )Adjustment
                to reconcile net loss to net cash used in operting
                activities:Imputed
                interest cost
            
            
            932
            
            
            -
            
            
            932Increase
                in accounts payable
            
            
            4,261
            
            
            74
            
            
            4,335NET
                CASH USED IN OPERATING ACTIVITIES
            
            
            (13,884
            )
            
            (291
            )
            
            (14,175
            )CASH
                FLOWS FROM FINANCING ACTIVITIESProceeds
                from the sale of common stock
            
            
            -
            
            
            100
            
            
            100Proceeds
                from related party
            
            
            4,082
            
            
            10,139
            
            
            14,121NET
                CASH PROVIDED BY FINANCING ACTIVITIES
            
            
            4,082
            
            
            10,139
            
            
            14,221NET
                (INCREASE) IN CASH
            
            
            (9,802
            )
            
            9,848
            
            
            46CASH
                AT BEGINNING
            
            
            9,848
            
            
            -
            
            
            -CASH
                AT END
            
            $
            46
            
            $
            9,848
            
            $
            46





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


F-5




TIA
      II,
      INC.


(A
      Development Stage Company)





NOTES
      TO
      FINANCIAL STATEMENTS





**NOTE
      1 - Organization, Business and Operations**





Tia
      II,
      Inc. (the “Company”) was incorporated in Delaware on August 17, 2006, with an
      objective to acquire, or merge with, an operating business.   As of
      September 30, 2007, the Company had not yet commenced any
      operations.





The
      Company, based on proposed business activities, is a "blank check" company.
      The
      Securities and Exchange Commission (“SEC”) defines such a company as “a
      development stage company” that has no specific business plan or purpose, or has
      indicated that its business plan is to engage in a merger or acquisition with
      an
      unidentified company or companies, or other entity or person; and is issued
      ‘penny stock,’ as defined in Rule 3a51-1 under the Securities Exchange Act of
      1934. 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 its securities, either debt or equity, until the Company concludes a business
      combination.





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 and, to a lesser extent, that desires
      to
      employ the Company’s funds in its business. 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 (“Business
      Combination”) 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 officers and directors of the Company.





Until
      a
      Business Combination is completed, the sole stockholder has agreed to fund
      the
      Company’s operating costs through the earlier of a Business Combination or
      September 30, 2008. There is no assurance that the Company will be able to
      successfully complete a Business Combination.





**NOTE
      2 - Development Stage Company**





The
      Company has not generated significant revenues to date; accordingly, the Company
      is considered a development stage enterprise as defined in Financial Accounting
      Standards Board No. 7, "Accounting and Reporting for Development Stage
      Companies." The Company is subject to a number of risks similar to those of
      other companies in an early stage of development.





**NOTE
      3 - Summary of Significant Accounting Policies**





**Income
      Taxes**





The
      Company utilizes the liability method of accounting for income taxes. Under
      the
      liability method, deferred income taxes are determined based on the differences
      between the bases of assets and liabilities for financial reporting and income
      tax purposes. A valuation allowance is established when necessary to reduce
      deferred tax assets to the amount expected to be realized.





The
      Company’s gross deferred tax asset related to capitalized start up costs for tax
      purposes totaled $ 6,165 at September 30, 2007 and has been fully offset by
      a
      valuation allowance. The effective tax rate differs from the statutory rate
      of
      34% due to the increase in the valuation allowance.


F-6





TIA
      II,
      INC.


(A
      Development Stage Company)





NOTES
      TO
      FINANCIAL STATEMENTS





**NOTE
      3 - Summary of Significant Accounting Policies (Continued)**





**Loss
      Per Common Share**





Basic
      and
      diluted net loss per common share is computed by dividing the net loss by the
      weighted-average number of shares of common stock outstanding during the
      period.




**Use
      of Estimates**





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





**Recent
      Accounting Standards**





In
      February 2006, the FASB issued SFAS No. 155, “Accounting for Certain Hybrid
      Financial Instruments-an Amendment of FASB Statements No. 133 and 140” (“SFAS
      No. 155”). The purpose of SFAS No. 155 is to simplify the accounting for certain
      hybrid financial instruments by permitting fair value re-measurement for any
      hybrid financial instrument that contains an embedded derivative that otherwise
      would require bifurcation. SFAS No. 155 is effective for all financial
      instruments acquired or issued after the beginning of an entity’s first fiscal
      year that begins after September 15, 2006. Management does not expect the
      adoption of SFAS No. 155 to have a material impact on the Company’s cash flows,
      results of operations, financial position, or liquidity.





In
      March
      2006, the FASB issued SFAS No. 156, “Accounting for Servicing of Financial
      Assets-an Amendment of FASB Statement No. 140” (“SFAS No. 156”). SFAS No. 156
      requires recognition of a servicing asset or a servicing liability each time
      an
      entity undertakes an obligation to service a financial asset by entering into
      a
      servicing contract. SFAS No. 156 also requires that all separately recognized
      servicing assets and servicing liabilities be initially measured at fair value
      and subsequently measured at fair value at each reporting date. SFAS No. 156
      is
      effective as of the beginning of an entity’s first fiscal year that begins after
      September 15, 2006. Management does not expect the adoption of SFAS No. 156
      to
      have a material impact on the Company’s cash flows, results of operations,
      financial position, or liquidity.





In
      June
      2006, the FASB issued Interpretation No. 48, “Accounting for Uncertainty in
      Income Taxes, an Interpretation of FASB Statement No. 109” (“FIN No. 48”). FIN
      No. 48 clarifies the accounting for uncertainty in income taxes recognized
      in a
      company’s financial statements and prescribes a recognition threshold and
      measurement attribute for the financial statement recognition and measurement
      of
      a tax position taken or expected to be taken in a tax return. FIN No. 48 also
      provides guidance on description, classification, interest and penalties,
      accounting in interim periods, disclosure and transition. FIN No. 48 is
      effective for fiscal years beginning after December 15, 2006. Management
      does not expect the adoption of FIN No. 48 to have a material impact on the
      Company’s cash flows, results of operations, financial position, or
      liquidity.





In
      September 2006, the Securities and Exchange Commission issued Staff Accounting
      Bulletin No. 108 (“SAB No. 108”), “Considering the Effects of Prior Year
      Misstatements When Quantifying Misstatements in Current Year Financial
      Statements.” SAB 108 provides guidance on the consideration of the effects of
      prior period misstatements in quantifying current year misstatements for the
      purpose of a materiality assessment. SAB 108 requires the quantification of
      financial statement misstatements based on the effects of the misstatements
      on
      each of the company’s financial statements and the related financial statement
      disclosures. This model is commonly referred to as the “dual approach” because
      it requires quantification of errors under both the iron curtain and the
      roll-over methods. The roll-over method focuses primarily on the impact of
      a
      misstatement on the income statement, including the reversing effect of prior
      year misstatements, but its use can lead to the accumulation of misstatements
      in
      the balance sheet. The iron-curtain method focuses primarily on the effect
      of
      correcting the period-end balance sheet with less emphasis on the reversing
      effects of prior year errors on the income statement. SAB 108 was effective
      for
      financial statements for fiscal years ending after November 15, 2006. The
      adoption of SAB 108 did not have a material impact on the Company’s cash flows,
      results of operations, financial position or liquidity.


F-7





TIA
      II,
      INC.


(A
      Development Stage Company)





NOTES
      TO
      FINANCIAL STATEMENTS





**NOTE
      3 - Summary of Significant Accounting Policies (Continued)**





**Recent
      Accounting Standards (Continued)**





In
      September 2006, the FASB issued SFAS No. 157, *Fair
      Value Measurements* .
      The new
      FASB rule defines fair value, establishes a framework for measuring fair value
      in generally accepted accounting principles, or GAAP, and expands disclosures
      about fair value measurements. The statement is effective for financial
      statements issued for fiscal years beginning after November 15, 2007, and
      interim periods within those fiscal years. Management is currently evaluating
      the impact, if any, to the financial condition or results of operations from
      the
      adoption of SFAS No. 157.





In
      February 2007, the FASB issued SFAS 159, “The Fair Value Option for
      Financial Assets and Financial Liabilities” (“SFAS 159”). SFAS 159 provides
      companies with an option to report select ed financial assets and liabilities
      at
      fair value and establishes presentation and disclosure requirements design
      ed to
      facilitate comparisons between companies that choose different measurement
      attributes for similar types of assets and liabilities. SFAS 159 is effective
      for fiscal years beginning after November 15, 2007. The Company is in the
      process of evaluating the impact of the adoption of this statement on the
      Company’s results of operations and financial condition .





**NOTE
      4 - Advances- Related Party**





The
      Company received a $139 advance on August 17, 2006 and a $10,000 advance on
      August 28, 2006 from the sole stockholder. On August 28, 2006, the amount of
      the
      advances owed by the Company was reduced by $100 when the lender purchased
      1,000,000 shares of common stock at .0001 per share. The Company received a
      further advance of $4,082 during the year ended September 30, 2007 from the
      sole
      stockholder. The advances are non-interest bearing and with no stated repayment
      date.





**NOTE
      5 - Preferred Stock**





The
      Company is authorized to issue 10,000,000 shares of preferred stock with such
      designations, voting and other rights and preferences as may be determined
      from
      time to time by the Board of Directors.


F-8





**ITEM
      8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
      DISCLOSURE.**





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





**ITEM
      8A. CONTROLS AND PROCEDURES**




Evaluation
      of disclosure controls and procedures




The
      Company maintains disclosure controls and procedures that are designed to ensure
      that information required to be disclosed in our reports filed pursuant to
      the
      Securities Exchange Act of 1934, as amended, is recorded, processed, summarized
      and reported within the time periods specified in the Securities and Exchange
      Commission's rules, regulations and related forms, and that such information
      is
      accumulated and communicated to our principal executive officer and principal
      financial officer, as appropriate, to allow timely decisions regarding required
      disclosure.





Within
      the 90 days prior to the filing date of this annual report, the Company carried
      out an evaluation of the effectiveness of the design and operation of its
      disclosure controls and procedures. Based upon that evaluation, management
      concluded that the Company’s disclosure controls and procedures were effective
      in alerting it in a timely manner to information relating to the Company
      required to be disclosed in this report.




The
      Company's management, which is comprised solely of Mary Passalaqua,
      has carried out an evaluation of the effectiveness of the design and operation
      of our disclosure controls and procedures pursuant to Exchange Act Rule
      13a-15(c) and 5d-15(c). Based upon that evaluation, our sole officer and
      employee identified a significant deficiency (as defined by standards
      established by the Public Company Accounting Oversight Board). A significant
      deficiency is a control deficiency where there is more than a remote likelihood
      that a misstatement of the Company's annual or interim financial statements
      that
      is more than inconsequential will not be prevented or detected. The significant
      deficiency related to the Company having a sole employee, Ms. Mary Passalaqua,
      who is the Principal Executive Officer and Principal Financial Officer of the
      Company. Management has decided that the risks associated with the dependence
      upon Ms. Passalaqua as compared to the potential benefits of adding new
      employees do not justify the expenses that would need to be incurred to remedy
      this situation especially since the Company currently has no operations.
      Management will periodically re-evaluate this situation. If the situation
      changes and/or sufficient capital is obtained, it is the Company's intention
      to
      increase staffing to mitigate the current dependence upon Ms.
      Passalaqua.




Internal
      Controls Over Financial Reporting





During
      the period from August 17, 2006 (Date of inception) to September 30, 2007,
      there
      were no changes in the Company’s internal control over financial reporting that
      have materially affected, or are reasonably likely to materially affect, the
      Company’s internal control over financial reporting.





**RISK
      FACTORS**





An
      investment in the Company is highly speculative in nature and involves an
      extremely high degree of risk.





There
      may
      be conflicts of interest between our management and our non-management
      stockholders.





Conflicts
      of interest create the risk that management may have an incentive to act
      adversely to the interests of other investors. A conflict of interest may arise
      between our management's personal pecuniary interest and its fiduciary duty
      to
      our stockholders. Further, our management's own pecuniary interest may at some
      point compromise its fiduciary duty to our stockholders. In addition, Mary
      Passalaqua , our sole officer and director, is currently involved with other
      blank check companies and conflicts in the pursuit of business combinations
      with
      such other blank check companies with which they and other members of our
      management are, and may be the future be, affiliated with may arise.





Our
      business is difficult to evaluate because we have no operating
      history.





The
      Company has no recent operating history nor any revenues or earnings from
      operations since inception. We have no significant assets or financial
      resources. We will, in all likelihood, sustain operating expenses without
      corresponding revenues, at least until the consummation of a business
      combination. This may result in our incurring a net operating loss that will
      increase continuously until we can consummate a business combination with a
      profitable business opportunity. We cannot assure you that we can identify
      a
      suitable business opportunity and consummate a business
      combination.


7





There
      is
      competition for those private companies suitable for a merger transaction of
      the
      type contemplated by management.





The
      Company is in a highly competitive market for a small number of business
      opportunities which could reduce the likelihood of consummating a successful
      business combination. We are and will continue to be an insignificant
      participant in the business of seeking mergers with, joint ventures with and
      acquisitions of small private and public entities. A large number of established
      and well-financed entities, including small public companies and venture capital
      firms, are active in mergers and acquisitions of companies that may be desirable
      target candidates for us. Nearly all these entities have significantly greater
      financial resources, technical expertise and managerial capabilities than we
      do;
      consequently, we will be at a competitive disadvantage in identifying possible
      business opportunities and successfully completing a business combination.
      These
      competitive factors may reduce the likelihood of our identifying and
      consummating a successful business combination.





Future
      success is highly dependent on the ability of management to locate and attract
      a
      suitable acquisition.





The
      nature of our operations is highly speculative and there is a consequent risk
      of
      loss of your investment. The success of our plan of operation will depend to
      a
      great extent on the operations, financial condition and management of the
      identified business opportunity. While management intends to seek business
      combination(s) with entities having established operating histories, we cannot
      assure you that we will be successful in locating candidates meeting that
      criterion. In the event we complete a business combination, the success of
      our
      operations may be dependent upon management of the successor firm or venture
      partner firm and numerous other factors beyond our control.




The
      Company has no existing agreement for a business combination or other
      transaction.





We
      have
      no arrangement, agreement or understanding with respect to engaging in a merger
      with, joint venture with or acquisition of, a private or public entity. No
      assurances can be given that we will successfully identify and evaluate suitable
      business opportunities or that we will conclude a business combination.
      Management has not identified any particular industry or specific business
      within an industry for evaluation. We cannot guarantee that we will be able
      to
      negotiate a business combination on favorable terms, and there is consequently
      a
      risk that funds allocated to the purchase of our shares will not be invested
      in
      a company with active business operations.





Management
      intends to devote only a limited amount of time to seeking a target company
      which may adversely impact our ability to identify a suitable acquisition
      candidate.




While
      seeking a business combination, management anticipates devoting no more than
      a
      few hours per week to the Company's affairs in total. Our sole officer has
      not
      entered into a written employment agreement with us and is not expected to
      do so
      in the foreseeable future. This limited commitment may adversely impact our
      ability to identify and consummate a successful business
      combination.





The
      time
      and cost of preparing a private company to become a public reporting company
      may
      preclude us from entering into a merger or acquisition with the most attractive
      private companies.





Target
      companies that fail to comply with SEC reporting requirements may delay or
      preclude acquisition. Sections 13 and 15(d) of the Exchange Act require
      reporting companies to provide certain information about significant
      acquisitions, including certified financial statements for the company acquired,
      covering one, two, or three years, depending on the relative size of the
      acquisition. The time and additional costs that may be incurred by some target
      entities to prepare these statements may significantly delay or essentially
      preclude consummation of an acquisition. Otherwise suitable acquisition
      prospects that do not have or are unable to obtain the required audited
      statements may be inappropriate for acquisition so long as the reporting
      requirements of the Exchange Act are applicable.





The
      Company may be subject to further government regulation which would adversely
      affect our operations.





Although
      we will be subject to the reporting requirements under the Exchange Act,
      management believes we will not be subject to regulation under the Investment
      Company Act of 1940, as amended (the “Investment Company Act”), since we will
      not be engaged in the business of investing or trading in securities. If we
      engage in business combinations which result in our holding passive investment
      interests in a number of entities, we could be subject to regulation under
      the
      Investment Company Act. If so, we would be required to register as an investment
      company and could be expected to incur significant registration and compliance
      costs. We have obtained no formal determination from the SEC as to our status
      under the Investment Company Act and, consequently, violation of the Act could
      subject us to material adverse consequences.




Any
      potential acquisition or merger with a foreign company may subject us to
      additional risks.


8





If
      we
      enter into a business combination with a foreign concern, we will be subject
      to
      risks inherent in business operations outside of the United States. These risks
      include, for example, currency fluctuations, regulatory problems, punitive
      tariffs, unstable local tax policies, trade embargoes, risks related to shipment
      of raw materials and finished goods across national borders and cultural and
      language differences. Foreign economies may differ favorably or unfavorably
      from
      the United States economy in growth of gross national product, rate of
      inflation, market development, rate of savings, and capital investment, resource
      self-sufficiency and balance of payments positions, and in other
      respects.





There
      is
      currently no trading market for our common stock.





Outstanding
      shares of our common stock cannot be offered, sold, pledged or otherwise
      transferred unless subsequently registered pursuant to, or exempt from
      registration under, the Securities Act and any other applicable federal or
      state
      securities laws or regulations. These restrictions will limit the ability of
      our
      stockholders to liquidate their investment.





Our
      business will have no revenues unless and until we merge with or acquire an
      operating business.





We
      are a
      development stage company and have had no revenues from operations. We may
      not
      realize any revenues unless and until we successfully merge with or acquire
      an
      operating business.





The
      Company intends to issue more shares in a merger or acquisition, which will
      result in substantial dilution.





Our
      certificate of incorporation authorizes the issuance of a maximum of
      250,000,000 shares of common stock and a maximum of 10,000,000 shares of
      preferred stock. Any merger or acquisition effected by us may result in the
      issuance of additional securities without stockholder approval and may result
      in
      substantial dilution of, and an additional reduction in, the percentage of
      our
      common stock held by our then existing stockholders. Moreover, the common stock
      issued in any such merger or acquisition transaction may be valued on an
      arbitrary or non-arm’s-length basis by our management, which may not represent
      fair value. Our Board of Directors has the power to issue any or all of such
      authorized but unissued shares without stockholder approval. To the extent
      that
      additional shares of common stock or preferred stock are issued in connection
      with a business combination or otherwise, dilution to the interests of our
      stockholders will occur and the rights of the holders of common stock might
      be
      materially adversely affected.




The
      Company has conducted no market research or identification of business
      opportunities, which may affect our ability to identify a business to merge
      with
      or acquire.




The
      Company has neither conducted nor have others made available to us results
      of
      market research concerning prospective business opportunities. Therefore, we
      have no assurances that market demand exists for a merger or acquisition as
      contemplated by us. Our management has not identified any specific business
      combination or other transactions for formal evaluation by us, such that it
      may
      be expected that any such target business or transaction will present such
      a
      level of risk that conventional private or public offerings of securities or
      conventional bank financing will not be available. There is no assurance that
      we
      will be able to acquire a business opportunity on terms favorable to us.
      Decisions as to which business opportunity to participate in will be
      unilaterally made by our management, which may act without the consent, vote
      or
      approval of our stockholders.





Because
      we may seek to complete a business combination through a “reverse merger,”
following such a transaction we may not be able to attract the attention of
      major brokerage firms.




Additional
      risks may exist since we will assist a privately held business to become public
      through a “reverse merger.” Securities analysts of major brokerage firms may not
      provide coverage of our Company since there is no incentive to brokerage firms
      to recommend the purchase of our common stock. No assurance can be given that
      brokerage firms will want to conduct any secondary offerings on behalf of our
      post-merger company in the future.




We
      cannot
      assure you that following a business combination with an operating business,
      our
      common stock will be listed on NASDAQ or any other securities
      exchange.




Following
      a business combination, we may seek the listing of our common stock on NASDAQ
      or
      the American Stock Exchange. However, we cannot assure you that following such
      a
      transaction, we will be able to meet the initial listing standards of either
      of
      those or any other stock exchange, or that we will be able to maintain a listing
      of our common stock on either of those or any other stock exchange. After
      completing a business combination, until our common stock is listed on the
      NASDAQ or another stock exchange, we expect that our common stock would be
      eligible to trade on the OTC Bulletin Board, another over-the-counter quotation
      system, or on the “pink sheets,” where our stockholders may find it more
      difficult to dispose of shares or obtain accurate quotations as to the market
      value of our common stock. In addition, we would be subject to an SEC rule
      that,
      if it failed to meet the criteria set forth in such rule, imposes various
      practice requirements on broker-dealers who sell securities governed by the
      rule
      to persons other than established customers and accredited investors.
      Consequently, such rule may deter broker-dealers from recommending or selling
      our common stock, which may further affect its liquidity. This would also make
      it more difficult for us to raise additional capital following a business
      combination.


9




There
      is
      no public market for our common stock, nor have we ever paid dividends on our
      common stock.





There
      is
      no public trading market for our common stock and none is expected to develop
      in
      the foreseeable future unless and until the Company completes a business
      combination with an operating business and such business files a registration
      statement under the Securities Act of 1933, as amended. Additionally, we have
      never paid dividends on our Common Stock and do not presently intend to pay
      any
      dividends in the foreseeable future. We anticipate that any funds available
      for
      payment of dividends will be re-invested into the Company to further its
      business strategy.





Authorization
      of Preferred Stock.





Our
      Certificate of Incorporation authorizes the issuance of up to 10,000,000 shares
      of preferred stock with designations, rights and preferences determined from
      time to time by its Board of Directors. Accordingly, our Board of Directors
      is
      empowered, without stockholder approval, to issue preferred stock with dividend,
      liquidation, conversion, voting, or other rights which could adversely affect
      the voting power or other rights of the holders of the common stock. In the
      event of issuance, the preferred stock could be utilized, under certain
      circumstances, as a method of discouraging, delaying or preventing a change
      in
      control of the Company. Although we have no present intention to issue any
      shares of its authorized preferred stock, there can be no assurance that the
      Company will not do so in the future.





Control
      by Majority Shareholder.





Our
      Majority Shareholder currently owns 100% of all the issued and outstanding
      capital stock of the Company. Consequently, the Majority Shareholder controls
      the Company and will have the ability to control substantially all matters
      submitted to stockholders for approval, including:





·
            Election
                of the board of directors;





·
            Removal
                of any directors;





·
            Amendment
                of the Company’s certificate of incorporation or bylaws;
                and





·
            Adoption
                of measures that could delay or prevent a change in control or impede
                a
                merger, takeover or other business
                combination.




This
      stockholder will thus have substantial influence over our management and affairs
      and other stockholders of the Company possess no practical ability to remove
      management or effect the operations of the business of the Company. Accordingly,
      this concentration of ownership by itself may have the effect of impeding a
      merger, consolidation, takeover or other business consolidation, or discouraging
      a potential acquirer from making a tender offer for the common
      stock.




This
      registration statement contains forward-looking statements and information
      relating to us, our industry and to other businesses.




These
      forward-looking statements are based on the beliefs of our management, as well
      as assumptions made by and information currently available to our management.
      When used in this prospectus, the words "estimate," "project," "believe,"
      "anticipate," "intend," "expect" and similar expressions are intended to
      identify forward-looking statements. These statements reflect our current views
      with respect to future events and are subject to risks and uncertainties that
      may cause our actual results to differ materially from those contemplated in
      our
      forward-looking statements. We caution you not to place undue reliance on these
      forward-looking statements, which speak only as of the date of this prospectus.
      We do not undertake any obligation to publicly release any revisions to these
      forward-looking statements to reflect events or circumstances after the date
      of
      this prospectus or to reflect the occurrence of unanticipated
      events.





**ITEM
      8B. OTHER INFORMATION**





None


10





**PART
      III.**





**ITEM
      9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL
      PERSONS** **.**





(a)
      Identification of Directors and Executive Officers.





A.
      Identification of Directors and Executive Officers. The current officer and
      director will serve for one year or until his successor(s) are elected and
      qualified. She is:





**Name**
            **Age**
            **Position**Mary
                Passalaqua
            58
            President,
                Secretary, Sole Director





Mary
      Passalaqua, the Company’s President, Secretary and sole Director, has been the
      president and sole shareholder of Tia II, Inc. since inception in
      2006.





Resume





Mary
      Passalaqua is a 1969 graduate of Liverpool High School in Liverpool, New York.
      From 1992 through 1999, Ms Passalaqua was Assistant Financial Officer for
      American Telecommunications Enterprise, Inc. located in Liverpool, New York.
      From 2000 through 2006, Ms Passalaqua is the Owner and Secretary at Laqua’s
      Chevrolet, Pontiac, and GMC Truck Center.





The
      term
      of office of each director expires at the Company's 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. None.





C.
      Family
      Relationships. None.





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. ****





E.
      The
      Board of Directors acts as the Audit Committee and the Board has no separate
      committees. The Company has no 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.





PRIOR
      BLANK CHECK COMPANY EXPERIENCE


The
      following chart sets forth the prior "blank check" company experience of our
      management:


11





**Name******
            
            **Initial Filing Date of**
              **Form 10-SB**
              **Registration Statement**********
            
            **Status******
            
            **SEC
                File Number******
            
            **Additional
                Information**Tia
                I, Inc.
            
            October
                31, 2006
            
            Effective
              December
                30, 2007
            
            0-52285
            
            Mrs.
                Passalaqua, the Company’s sole officer and director, has also been the
                sole officer and director of this company since its
                inception.Tia
                III, Inc.
            
            October
                31, 2006
            
            Effective
              December
                30, 2007
            
            0-52287
            
            Mrs.
                Passalaqua, the Company’s sole officer and director, has also been the
                sole officer and director of this company since its
                inception.Tia
                IV, Inc.
            
            October
                31, 2006
            
            Effective
              December
                30, 2007
            
            0-52288
            
            Mrs.
                Passalaqua, the Company’s sole officer and director, has also been the
                sole officer and director of this company since its
                inception.




The
      Company’s sole officer and director has not had any preliminary contact or
      discussions with any representative of any other entity regarding a business
      combination with us. Further, no acquisitions, mergers, or business combinations
      between the Company and another entity or business have occurred nor are any
      such transactions pending.





**ITEM
      10. EXECUTIVE COMPENSATION** .





The
      Company’s sole officer and director has not received any cash remuneration since
      inception. Officers will not receive any remuneration until the consummation
      of
      an acquisition. No remuneration of any nature has been paid for or on account
      of
      services rendered by a director in such capacity. The Company’s sole officer and
      director intends to devote only a few hours a week 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.





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.





There
      are
      no understandings or agreements regarding compensation our management will
      receive after a business combination that is required to be included in this
      table, or otherwise.





**ITEM
      11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
      MANAGEMENT.**





(a)
      Security ownership of certain beneficial owners.





The
      following table sets forth, as of the date of this Registration Statement,
      the
      number of shares of common stock owned of record and beneficially by executive
      officers, directors and persons who hold 5% or more of the outstanding common
      stock of the Company. Also included are the shares held by all executive
      officers and directors as a group.





**Name
                and Address**
            
            **Amount and Nature of Beneficial Ownership**
            
            **Percentage of Class**Mary
                Passalaqua106
                Glenwood Drive S.Liverpool,
                NY 13090
            
            
            1,000,000
            
            
            100
            %All
                Officers and Directors as a group
            
            
            1,000,000
            
            
            100
            %




12





**ITEM
      12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS** **.**





The
      Company received two advances  from
      Mary
      Passalaqua, the Company’s sole stockholder on August 16, 2006 and August 28,
      2006, in the amounts of $139 and $10,000 respectively. On August 28, 2006,
      the
      total amount owed by the Company for the advances was decreased by $100 with
      the
      purchase of 1,000,000 shares of common stock at .0001 by Mary Passalaqua. The
      Company received a further advance of $4,082 during the year ended September
      30,
      2007 from the sole stockholder. The advances are non-interest bearing and with
      no stated repayment date.





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-B.





**ITEM
      13. EXHIBITS AND REPORTS ON FORM 8-K**





Exhibits
      required by Item 601 of Regulation S-B. **Item 6. Exhibits and Reports on Form 8-K.**





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





Exhibit
              No.
            
            Description*3.1
            
            Certificate
                of Incorporation, as filed with the Delaware Secretary of State on
                August
                17, 2006.*3.2
            
            By-Laws31.1
            
            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-KSB for the year
                ended September 30, 2007.32.1
            
            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-SB,
      as
      filed with the Securities and Exchange Commission on October 31, 2006, and
      incorporated herein by this reference.





(b)
      Reports on Form 8-K. None





**ITEM
      14. PRINCIPAL ACCOUNATANT FEES AND SERVICES**





The
      Company’s independent registered accounting firm Marcum & Kliegman LLP
      conducted an audit and quarterly reviews for the Company, and for the period
      ended September 30, 2007, the Company has incurred approximately $ 16,000 in
      accounting fees for these services.


13




**SIGNATURES**





Pursuant
      to the requirements of the Securities Exchange Act of 1934, as amended, the
      Registrant has duly caused the Report to be signed on its behalf by the
      undersigned thereunto duly authorized.




Tia
                II, Inc.Date:
                December 20, 2007
            By:
            /s/ 
                Mary PassalaquaMary
                PassalaquaPrincipal
                Executive Officer and
              Principal
                Financial Officer