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 July 31, 2009





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 000-53553


_______________________________________________





Pier
Acquisition II, Inc.


(Exact
name of registrant as specified in its charter)


______________________________________________


Delaware
              
              94-3436302(State or other jurisdiction of
                incorporation or organization)
              
              (I.R.S. Employer
                Identification No.)





3902
Peachtree Place, Calabasas, CA 91302


(Address
of principal executive offices)





(310)
367-6667


(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, $0.0001 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  ̈ No x





Check
whether the registrant is required to file reports pursuant to Section 13 or
15(d) of the Exchange Act. Yesx No  ̈





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





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





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. x




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  ̈
              Accelerated
      Filer  ̈Non-accelerated
      Filer  ̈
              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
July 31, 2009, there were no non-affiliate holders of common stock of the
Company.





APPLICABLE
ONLY TO CORPORATE REGISTRANTS





As of
November 13, 2009, there were 6,500,000 shares of common stock, par value
$.0001, outstanding.








FORWARD-LOOKING
STATEMENTS





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 Pier Acquisition
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.


2
 
 PART
I
 
 Item
1. Description of Business.
 
 Pier
Acquisition II, Inc. (“we”, “us”, “our”, the "Company") was incorporated in the
State of Delaware on August 14, 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 July 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 Philip Huml, our President and a director and Katherine Brady,
our Secretary, Treasurer and a director.  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 candidates
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;
  3
 
 (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.
 
 COMPETITION
 
 In
identifying, evaluating and selecting a target business, we may encounter
intense competition from other entities having a business objective similar to
ours. There are numerous “public shell” companies either actively or passively
seeking operating businesses with which to merge in addition to a large number
of “blank check” companies formed and capitalized specifically to acquire
operating businesses. Additionally, we are subject to competition from other
companies looking to expand their operations through the acquisition of a target
business. Many of these entities are well established and have extensive
experience identifying and effecting business combinations directly or through
affiliates. Many of these competitors possess greater technical, human and other
resources than us and our financial resources will be relatively limited when
contrasted with those of many of these competitors. Our ability to compete in
acquiring certain sizable target businesses is limited by our available
financial resources. This inherent competitive limitation gives others an
advantage in pursuing the acquisition of a target business. Further, our
outstanding warrants and the future dilution they potentially represent may not
be viewed favorably by certain target businesses.
 
 Any of
these factors may place us at a competitive disadvantage in successfully
negotiating a business combination. Our management believes, however, that our
status as a public entity and potential access to the United States public
equity markets may give us a competitive advantage over privately-held entities
with a business objective similar to ours to acquire a target business on
favorable terms.
 
 If we succeed in effecting a business
combination, there will be, in all likelihood, intense competition from
competitors of the target business. Many of our target business’ competitors are
likely to be significantly larger and have far greater financial and other
resources than we will. Some of these competitors may be divisions or
subsidiaries of large, diversified companies that have access to financial
resources of their respective parent companies. Our target business may not be
able to compete effectively with these companies or maintain them as customers
while competing with them on other projects. In addition, it is likely that our
target business will face significant competition from smaller companies that
have specialized capabilities in similar areas. We cannot accurately predict how
our target business’ competitive position may be affected by changing economic
conditions, customer requirements or technical developments. We cannot assure
you that, subsequent to a business combination, we will have the resources to
compete effectively.
 
 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.
  4
 
 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
present stockholders 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, all or a majority of the Company's directors 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
directors are engaged in outside business activities and anticipate that they
will devote to our business very limited time 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.
  5
 
 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 $.0001 per share (the “Common Stock”).  The
Common Stock is not listed on a publicly-traded market.  As of
November 13, 2009, there were 7 holders 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 $.0001 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.
  6
 
 Recent
Sales of Unregistered Securities
 
 On
September 5, 2008, the Company offered and sold an aggregate of 6,500,000
shares of Common Stock for an aggregate purchase price equal to $5,000, pursuant
to the terms and conditions set forth in those certain stock purchase agreements
(each a “Common Stock Purchase Agreement”), and Warrants (the “Warrants”) to
purchase an aggregate of 6,500,000 shares of Common Stock for aggregate
proceeds of cash equal to $2,499, pursuant to the terms and conditions set forth
in those certain warrant purchase agreements (each a “Warrant Purchase
Agreement”).  The Warrants have an exercise price equal to $0.00038462
per share subject to adjustment as provided therein. The Warrants are
immediately exercisable and terminate on the earlier of September 5, 2018 or
five years from the date the Company consummates a merger or other business
combination with an operating business or any other event pursuant to which the
Company ceases to be a “shell company” and a “blank check
company.”  The Company sold these shares of Common Stock and Warrants
under the exemption from registration provided by Section 4(2) of the Securities
Act and Regulation D promulgated thereunder.
 
 On
September 8, 2008 the Company issued promissory notes to certain stockholders
for an aggregate amount of $69,751 to pay for operating expenses.  The
promissory notes are due on or before the earlier of (i) December 31, 2010 or
(ii) the date that the Company consummates a business combination with a private
company in a reverse merger or reverse takeover transaction or other transaction
after which the Company would cease to be a shell company (as defined in Rule
12b-2 under the Securities Exchange Act of 1934, as amended).  The
promissory notes accrue interest at 8.25% per annum.  The interest is
due and payable at the maturity date.
 
 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.
  7
  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.
 
 We do not
currently intend to retain any entity to act as a “finder” to identify and
analyze the merits of potential target businesses.
 
 Liquidity
and Capital Resources
 
 As of July 31, 2009, the Company had
assets equal to $26,442, comprised exclusively of cash, cash equivalents and
prepaid expenses. The Company’s current liabilities as of July 31, 2009 totaled
$2,554, comprised exclusively of an advance from a stockholder and accounts
payable. 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 August 14, 2008 (Inception) to July 31, 2009 and
for the cumulative period from August 14, 2008 (Inception) to July 31,
2009:
 
 For the
                        Period from
                        August 14, 2008
                        (Inception) to
                        July 31, 2009
                      
                      
                      For theCumulative
                        Period from
                        August 14, 2008
                        (Inception) to
                        July 31, 2009Net
      Cash (Used in) Operating Activities
                      
                      $
                      (52,763
                      )
                      
                      $
                      (52,763
                      )Net
      Cash (Used in) Investing Activities
                      
                      
                      -
                      
                      
                      
                      -Net
      Cash Provided by Financing Activities
                      
                      $
                      77,350
                      
                      
                      $
                      77,350Net
      Increase in Cash and Cash Equivalents
                      
                      $
                      24,587
                      
                      
                      $
                      24,587
  8
  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 August 14, 2008 (Inception) to July 31,
2009.  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 July 31, 2009, the Company had a net loss of $58,974,
consisting of legal, accounting, audit, and other professional service fees
incurred in relation to the formation of the Company, the filing of the
Company’s Registration Statement on Form 10 in January of 2009, the filing of
the Company’s Quarterly Report on Form 10-Q for the period ended January 31,
2009 in March of 2009 and the filing of the Company’s Quarterly Report on Form
10-Q for the quarter ended April 30, 2009 in June of 2009.
  For the
cumulative period from August 14, 2008 (Inception) to July 31, 2009, the Company
had a net loss of $58,974 comprised exclusively of legal, accounting, audit, and
other professional service fees incurred in relation to the formation of the
Company, the filing of the Company’s Registration Statement on Form 10 in
January of 2009, the filing of the Company’s Quarterly Report on Form 10-Q for
the period ended January 31, 2009 in March of 2009 and the filing of the
Company’s Quarterly Report on Form 10-Q for the quarter ended April 30, 2009 in
June of 2009.
  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.
  9
 
 Pier
Acquisition II, INC.
 (A
Development Stage Company)
 FINANCIAL
STATEMENTS
 
 Contents
 
 PageReport
      of Independent Registered Public Accounting Firm
                  F-1Financial
      StatementsBalance
      Sheet as of July 31, 2009
                  F-2Statements
      of Operations for the Period from August 14, 2008 (Date of Inception) to
      July 31, 2009.
                  F-3Statement
      of Changes in Stockholders’ Equity (Deficit) for the Period from August
      14, 2008 (Date of Inception) to July 31, 2009
                  F-4Statements
      of Cash Flows for the Period from August 14, 2008 (Date of Inception) to
      July 31, 2009
                  F-5Notes
      to Financial Statements
                  F-6
  
  AJ.
ROBBINS, P.C.
 CERTIFIED
PUBLIC ACCOUNTANTS
 216
SIXTEENTH STREET
 SUITE
600
 DENVER,
COLORADO 80202
 
 REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
 To
the Board of Directors and Stockholders
 Pier
Acquisition II, Inc.
 Calabasas,
CA
  We have
audited the accompanying balance sheet of Pier Acquisition II, Inc. (a
development stage company) as of July 31, 2009, and the related statements of
operations, changes in stockholders’ equity (deficit), and cash flows for the
period from August 14, 2008 (Date of Inception) to July 31, 2009. 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 audit.
  We
conducted our audit 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 audit 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 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
audit provides 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 Pier Acquisition II, Inc. as of
July 31, 2009, and the results of its operations and its cash flows for the
period from August 14, 2008 (Date of Inception) to July 31, 2009, 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 is in the development stage and has not commenced
operations. Its ability to continue as a going concern is dependent upon its
ability to develop additional sources of capital, locate and complete a merger
with another company and ultimately achieve profitable operations. These
conditions raise substantial doubt about its ability to continue as a going
concern.  Management’s plans regarding those matters also are
described in Note 1. The financial statements do not include any adjustments
that might result from the outcome of this uncertainty.
 
 AJ.
ROBBINS, P.C.
 CERTIFIED
PUBLIC ACCOUNTANTS
  Denver,
Colorado
 November
10, 2009
  F-1
  PIER
ACQUISITION II, INC.
 (A
Development Stage Company)
 BALANCE
SHEET
 
 July
      31,2009ASSETSCURRENT
      ASSETS:Cash
      and cash equivalents
                                                                  
                                                                  $
                                                                  24,587Prepaid
      expenses
                                                                  
                                                                  
                                                                  1,855Total
      current assets
                                                                  
                                                                  $
                                                                  26,442LIABILITIES
      AND STOCKHOLDERS' EQUITY (DEFICIT)CURRENT
      LIABILITIES:Advance
      from Stockholder
                                                                  
                                                                  $
                                                                  100Accounts
      Payable
                                                                  
                                                                  
                                                                  2,454Total
      current liabilities
                                                                  
                                                                  
                                                                  2,554LONG
      TERM LIABILITIES:Notes
      payable - Stockholders
                                                                  
                                                                  
                                                                  69,751Interest
      payable - Stockholders
                                                                  
                                                                  
                                                                  5,612Total
      long-term liabilities
                                                                  
                                                                  
                                                                  75,363TOTAL
      LIABILITIES
                                                                  
                                                                  
                                                                  77,917COMMITMENTS
      AND CONTINGENCIESSTOCKHOLDERS'
      EQUITY (DEFICIT):Preferred
      stock, $0.0001 par value, 10,000,000 shares authorized, none
      issued
                                                                  
                                                                  
                                                                  -Common
      stock, $0.0001 par value, 100,000,000 shares authorized, 6,500,000 shares
      issued and outstanding
                                                                  
                                                                  
                                                                  650Additional
      paid-in capital
                                                                  
                                                                  
                                                                  6,849Deficit
      accumulated during development stage
                                                                  
                                                                  
                                                                  (58,974
                                                                  )Total
      stockholders' equity (deficit)
                                                                  
                                                                  
                                                                  (51,475
                                                                  )TOTAL
      LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
                                                                  
                                                                  $
                                                                  26,442
  The
accompanying notes are an integral part of the financial
statements.
  F-2
  PIER
ACQUSITION II, INC.
 (A
Development Stage Company)
 STATEMENTS
OF OPERATIONS
  For
      the Period
              
              
              CumulativeFrom August 14, 2008
              
              
              From August 14, 2008(Date
      of Inception)
              
              
              (Date
      of Inception)To
      July 31, 2009
              
              
              To
      July 31, 2009Net
      revenue
              
              $
              -
              
              
              $
              -Expenses
              
              
              58,974
              
              
              
              58,974Net
      loss
              
              $
              (58,974
              )
              
              $
              (58,974
              )Net
      loss per common share - basic and diluted
              
              $
              (0.01
              )Weighted average
      common equivalent shares
      outstanding - basic and diluted
              
              
              6,500,000
  The
accompanying notes are an integral part of the financial
statements.
  F-3
  PIER
ACQUISITION II, INC.
 (A
Development Stage Company)
 STATEMENT
OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)
  DeficitAccumulatedDuring
                    
                    
                    TotalCommon Stock
                    
                    
                    Additional Paid
                    
                    
                    Development
                    
                    
                    Stockholders'Shares
                    
                    
                    Amount
                    
                    
                    in
      Capital
                    
                    
                    Stage
                    
                    
                    Equity
      (Deficit)Balance,
      August 14, 2008 (Inception)
                    
                    
                    -
                    
                    
                    $
                    -
                    
                    
                    $
                    -
                    
                    
                    $
                    -
                    
                    
                    $
                    -Sale
      of common stock on September 5, 2008 for cash, @ $0.00076923 per
      share.
                    
                    
                    6,500,000
                    
                    
                    
                    650
                    
                    
                    
                    4,350
                    
                    
                    
                    -
                    
                    
                    
                    5,000Sale
      of warrants with common stock on September 5, 2008 for cash, @
      $0.00038462  per warrant.
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    2,499
                    
                    
                    
                    -
                    
                    
                    
                    2,499Net
      loss
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    (58,974
                    )
                    
                    
                    (58,974
                    )Balance,
      July 31, 2009
                    
                    
                    6,500,000
                    
                    
                    $
                    650
                    
                    
                    $
                    6,849
                    
                    
                    $
                    (58,974
                    )
                    
                    $
                    (51,475
                    )
 
 The
accompanying notes are an integral part of the financial
statements.
 
 F-4
 
 PIER
ACQUISITION II, INC.
 (A
Development Stage Company)
 STATEMENTS
OF CASH FLOWS
  For
      the Period
              
              
              CumulativeFrom August 14, 2008
              
              
              From August 14, 2008(Date
      of Inception)
              
              
              (Date
      of Inception)To
      July 31, 2009
              
              
              To
      July 31, 2009CASH
      FLOWS (TO) FROM OPERATING ACTIVITIES:Net
      loss
              
              $
              (58,974
              )
              
              $
              (58,974
              )Adjustment
      to reconcile net loss to net cash used in operating
    activitiesIncrease
      in prepaid expenses
              
              
              (1,855
              )
              
              
              (1,855
              )Increase
      in accounts payable
              
              
              2,454
              
              
              
              2,454Increase
      in interest payable - Stockholders
              
              
              5,612
              
              
              
              5,612Net
      cash used in operating activities
              
              
              (52,763
              )
              
              
              (52,763
              )CASH
      FLOWS FROM FINANCING ACTIVITIES:Advance
      from stockholder
              
              
              100
              
              
              
              100Notes
      payable - Stockholders
              
              
              69,751
              
              
              
              69,751Sale
      of common stock
              
              
              5,000
              
              
              
              5,000Sale
      of warrants
              
              
              2,499
              
              
              
              2,499Net
      cash provided by financing activities
              
              
              77,350
              
              
              
              77,350NET
      INCREASE IN CASH & CASH EQUIVALENTS
              
              
              24,587
              
              
              
              24,587CASH
      & CASH EQUIVALENTS, BEGINNING BALANCE
              
              
              -
              
              
              
              -CASH
      & CASH EQUIVALENTS, ENDING BALANCE
              
              $
              24,587
              
              
              $
              24,587SUPPLEMENTAL
      DISCLOSURE OF CASH FLOW INFORMATION:Interest
      paid
              
              $
              -
              
              
              $
              -Income
      taxes paid
              
              $
              -
              
              
              $
              -
  The
accompanying notes are an integral part of the financial
statements.
  F-5
  Pier
Acquisition II, Inc.
 (A
Development Stage Company)
 Notes
To Financial Statements
 For
The Period From August 14, 2008
 (Date
of Inception) July 31, 2009
 
 NOTE
1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
 History
 
 Pier
Acquisition II, Inc. (the “Company”), a development stage company, was
incorporated under the laws of the State of Delaware on August 14, 2008. The
Company is in the development stage as defined in Statement of Financial
Accounting Standards (“SFAS”) No. 7. The fiscal year end is July
31.
 
 Going Concern and Plan of
Operation
 
 The
Company's financial statements have been presented on the basis that it is a
going concern, which contemplates the realization of assets and the satisfaction
of liabilities in the normal course of business. The Company is in the
development stage and has not earned any revenues from operations to date. These
conditions raise substantial doubt about its ability to continue as a going
concern.
 
 The
Company is currently devoting its efforts to locating merger candidates. The
Company's ability to continue as a going concern is dependent upon its ability
to develop additional sources of capital, locate and complete a merger with
another company, and ultimately, achieve profitable operations. The accompanying
financial statements do not include any adjustments that might result from the
outcome of these uncertainties.
 
 Cash and cash
equivalents
 
 Cash and
cash equivalents include cash on hand, cash in time deposits, certificates of
deposit, and all highly liquid investments with original maturities of three
months or less.
 
 Income
Taxes
 
 The
Company uses the liability method of accounting for income taxes pursuant to
SFAS No. 109.  Under this method, deferred income taxes are recorded to
reflect the tax consequences in future years of temporary differences between
the tax basis of the assets and liabilities and their financial amounts at
year-end.
 
 For
federal income tax purposes, substantially all startup and organizational
expenses must be deferred until the Company commences business.  The
Company may elect a limited deduction of up to $5,000 in the taxable year in
which the trade or business begins.  The $5,000 must be reduced by the
amount of startup costs in excess of $50,000.  The remainder of the
expenses not deductible must be amortized over a 180-month period beginning with
the month in which the active trade or business begins.  These expenses
will not be deducted for tax purposes and will represent a deferred tax
asset.  The Company will provide a valuation allowance in the full amount
of the deferred tax asset since there is no assurance of future taxable
income.  Tax deductible losses can be carried forward for 20 years until
utilized.
  F-6
  Pier
Acquisition II, Inc.
 (A
Development Stage Company)
 Notes
To Financial Statements
 For
The Period From August 14, 2008
 (Date
of Inception) July 31, 2009
 
 Concentrations of Credit
Risk
 
 The
Company maintains all cash in deposit accounts, which at times may exceed
federally insured limits. The Company has not experienced a loss in such
accounts.
 
 Earnings per Common
Share
 
 Basic
earnings per common share are computed based upon the weighted average number of
common shares outstanding during the period.  Diluted earnings per
share consists of the weighted average number of common shares outstanding plus
the dilutive effects of options and warrants calculated using the treasury stock
method.  In loss periods, dilutive common equivalent shares are
excluded as the effect would be anti-dilutive. At July 31, 2009, the only
potential dilutive securities were 6,500,000 common stock
warrants.  Due to the net loss, none of the potentially dilutive
securities were included in the calculation of diluted earnings per share since
their effect would be anti-dilutive.
 
 Use of Estimates in the
Preparation of Financial Statements
 
 The
preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities, the disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting periods.
Actual results could differ from those estimates and assumptions.
 
 Recently Issued Accounting
Pronouncements
 
 The
Company has adopted all recently issued accounting
pronouncements.  The adoption of the accounting pronouncements
including those not yet effective is not anticipated to have a material effect
on the operations of the Company.
 
 NOTE
2 - STOCKHOLDERS' EQUITY
 
 Common
Stock
 
 On
September 5, 2008, the Company sold for $3,749 cash and a $3,750 subscription
receivable 6,500,000 shares of its $0.0001 par value common stock and warrants
to purchase 6,500,000 shares of its $0.0001 par value common stock at an
exercise price of $.0004.  The Company collected the subscriptions
receivable in the amounts of $1,500 and $2,250 on September 4, 2008 and January
7, 2009, respectively.
  F-7
  Pier
Acquisition II, Inc.
 (A
Development Stage Company)
 Notes
To Financial Statements
 For
The Period From August 14, 2008
 (Date
of Inception) July 31, 2009
 
 Warrants
 
 The
following summarizes the warrant activity from the period from August 14, 2008
(date of inception) to July 31, 2009:
 
 Weighted
                    
                    
                    
                    
                    
                    WeightedAverage
                    
                    
                    Number
      of
                    
                    
                    AverageNumber
      of
                    
                    
                    Exercise
                    
                    
                    Warrants
                    
                    
                    ExerciseWarrants
                    
                    
                    Price
                    
                    
                    Exercisable
                    
                    
                    PriceBeginning
      balance
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -Granted
                    
                    
                    6,500,000
                    
                    
                    $
                    0.0004Forfeited
                    
                    
                    -
                    
                    
                    
                    -Exercised
                    
                    
                    -
                    
                    
                    
                    -Outstanding,
      July 31, 2009
                    
                    
                    6,500,000
                    
                    
                    $
                    0.0004
                    
                    
                    
                    6,500,000
                    
                    
                    $
                    0.0004
 
 At July
31, 2009, the range of warrant prices for shares under warrants and the
weighted-average remaining contractual life is as follows:
 
 Outstanding Warrants
                    
                    
                    Exercisable WarrantsAverage
                    
                    
                    
                    
                    
                    Average
                    
                    
                    
                    
                    
                    AverageExercise
                    
                    
                    
                    
                    
                    Remaining
                    
                    
                    
                    
                    
                    RemainingPrice
                    
                    
                    Warrants
                    
                    
                    Contractual Life
                    
                    
                    Warrants
                    
                    
                    Contractual Life$
                    0.0004
                    
                    
                    
                    6,500,000
                    
                    
                    
                    9.05
                    
                    
                    
                    6,500,000
                    
                    
                    
                    9.05
 
 NOTE
3 - RELATED PARTY TRANSACTIONS
 
 During
the period from August 14, 2008 (date of inception) through July 31, 2009, the
Company paid  a shareholder $1,295 for business
expenses.  The officers and directors of the Company are involved in
other business activities and may, in the future, become involved in other
business opportunities that become available. Such persons may face a conflict
in selecting between the Company and their other business interests. The Company
has not formulated a policy for the resolution of such
conflicts.
  F-8
  Pier
Acquisition II, Inc.
 (A
Development Stage Company)
 Notes
To Financial Statements
 For
The Period From August 14, 2008
 (Date
of Inception) July 31, 2009
 
 NOTE
4 - NOTES PAYABLE – STOCKHOLDERS
 
 During
August and September of 2008, the Company received into escrow an aggregate
amount of $69,751 to pay for operating expenses.  On September 8,
2008, the advances were formalized as promissory notes, and have been presented
as long-term liabilities in the financial statements. The promissory notes are
unsecured, and due on or before the earlier of (i) December 31, 2010 or (ii) the
date that the Company consummates a business combination with a private company
in a reverse merger or reverse takeover transaction or other transaction after
which the Company would cease to be a shell company (as defined in Rule 12b-2
under the Securities Exchange Act of 1934, as amended).  The
promissory notes accrue interest at 8.25% per annum.  The interest is
due and payable at the maturity date.  For the period from August 14,
2008 (Date of Inception) through July 31, 2009, the Company accrued $5,612 of
interest expense.
 
 NOTE
5 - SUBSEQUENT EVENTS
 
 The
Company has evaluated events and transactions that occurred between August 1,
2009 and November 13, 2009, which is the date the financial statements were
issued for possible disclosure or recognition in the financial statements. The
Company has determined that there were no such events or transactions that
warrant disclosure or recognition in the financial statements.
  F-9
  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 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 July 31, 2009, that materially affected, or were reasonably likely to
materially affect, our internal controls over financial reporting.
 
 Item
9B. Other Information.
 
 None.
  10
  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 directors and executive
      officers:
 
 Name
              
              Age
              
              PositionPhilip
      J. Huml
              
              35
              
              President
      and DirectorKatherine
      Brady
              
              40
              
              Secretary,
      Treasurer and DirectorAnthony
      DiGiandomenico
              
              43
              
              Director
 
 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.
 
 Philip J. Huml, the Company's
President and a director is currently a Managing Director of Investment Banking
at MDB Capital and focuses on corporate finance and capital formation for
growth-oriented companies both domestically and in Asia.  Mr. Huml started
his career at Solomon Smith Barney.  In 2000, Mr. Huml became Vice
President of corporate finance for Burnham Securities and opened their west
coast office. From 2005-2006, he was Vice President of institutional sales for
WestPark Capital.  In December 2006, Mr. Huml joined Blackwater Capital
Group as Managing Director of their western banking and China operations. Prior
to starting in the brokerage community, Mr. Huml was the founder of two start-up
companies in the food and beverage industry.  Mr. Huml attended the
University of Arizona and currently has his series 7, 63 and 65
licenses.
 
 Katherine Brady, the Company’s
Secretary, Treasurer and a director began her career in finance in 1995 in New
York at DH Blair, a boutique investment banking firm.  She then moved to
Los Angeles and became the CFO for Beechwood Financial in Santa Monica. 
Beechwood Financial was a private investment company with holdings in private
and publicly traded companies.  Katherine has recently been appointed
Chairperson for the Chaparral PFC Investment Committee.  Katherine attended
the University of Nebraska and has her series 7 license.
 
 Anthony DiGiandomenico, a
director, is the co-founder of MDB Capital, Mr. DiGiandomenico focuses on
corporate finance and capital formation for growth-oriented companies. He has
participated in all areas of corporate finance including private capital, public
offerings, PIPEs, business consulting and strategic planning, and mergers and
acquisitions. Mr. DiGiandomenico has also worked on a wide range of transactions
for growth-oriented companies in biotechnology, nutritional supplements,
manufacturing and entertainment industries. Prior to forming MDB Capital, Mr.
DiGiandomenico served as President and CEO of the Digian Company, a real estate
development company. Mr. DiGiandomenico holds an MBA from the Haas School of
Business at the University of California, Berkeley and a Bachelors of Science
Degree in Finance from the University of Colorado.
 
 (b)  Significant
Employees.
 
 As of the date hereof, the Company has
no significant employees.
  11
  (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.
  (e)    Prior
Blank Check Company Experience
  As
indicated below, our management also serves as officers and directors
of:
  Name
              
              Filing Date
                Registration
                Statement
              
              Operating
                Status
              
              SEC File
                Number
              
              Pending
                Business
                Combinations
              
              AdditionalInformationPier
      Acquisition I, Inc.
              
              January
      13, 2009
              
              Effective
              
              000-53552
              
              None.
              
              Philip
      J. Huml serves as President and director, Katherine Brady serves as
      Secretary, Treasurer and director and Anthony DiGiandomenico serves as
      director.
  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
July 31, 2009 and written representations that no other reports were
required, the Company believes that no person(s) 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.
  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.
  12
 
 Item
11. Executive Compensation.
 
 The
Company's officers and directors have not received any cash or
other remuneration since inception.  They 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 officers and directors intend 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 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
disclosed.
 
 The
Company does not have a standing compensation committee or a committee
performing similar functions, since the Board of Directors has determined not to
compensate the officers and directors until such time that the Company completes
a reverse merger or business combination.
 
 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 tables set forth certain information as of November 13, 2009,
regarding (i) each person known by the Company to be the beneficial owner of
more than 5% of the outstanding shares of Common Stock, (ii) each director,
nominee and executive officer of the Company and (iii) all officers and
directors as a group. All warrants described below are currently exercisable and
have an exercise price equal to $.0001.
  13
 
 Amount
      and Nature of
                                    
                                    
                                    PercentageName and Address
                                    
                                    Beneficial Ownership
                                    
                                    
                                    of ClassPhilip
      J. Huml (1)
                                    
                                    
                                    2,600,000
                                    (2)
                                    
                                    
                                    33.33
                                    %3902
      Peartree PlaceCalabasas,
      CA 91302Katherine
      Brady (3)
                                    
                                    
                                    2,600,000
                                    (4)
                                    
                                    
                                    33.33
                                    %3902
      Peartree PlaceCalabasas,
      CA 91302Anthony
      DiGiandomenico (5)
                                    
                                    
                                    2,600,000
                                    (6)
                                    
                                    
                                    33.33
                                    %3902
      Peartree PlaceCalabasas,
      CA 91302The
      Patrick Riordan Trust
                                    
                                    
                                    1,950,000
                                    (7)
                                    
                                    
                                    26.09
                                    %3902
      Peartree PlaceCalabasas,
      CA 91302John
      F. Baier
                                    
                                    
                                    975,000
                                    (8)
                                    
                                    
                                    13.95
                                    %3902
      Peartree PlaceCalabasas,
      CA 91302The
      Marie Baier Foundation (9)
                                    
                                    
                                    975,000
                                    (10)
                                    
                                    
                                    13.95
                                    %3902
      Peartree PlaceCalabasas,
      CA 91302JK
      Advisors, Inc. (11)
                                    
                                    
                                    1,300,000
                                    (12)
                                    
                                    
                                    18.18
                                    %3902
      Peartree PlaceCalabasas,
      CA 91302All
      Officers and
                                    
                                    
                                    7,800,000
                                    
                                    
                                    
                                    75
                                    %Directors
      as a group(3
      individuals)
 
 (1)
              Philip
      J. Huml serves as President and a director of the
  Company.
 (2)
              Includes
      1,300,000 shares of common stock and a warrant to purchase 1,300,000
      shares of common stock owned by Mr.
Huml.
 (3)
              Katherine
      Brady serves as the Secretary, Treasurer and a director of the
      Company
 (4)
              Includes
      1,300,000 shares of common stock and shares underlying a warrant to
      purchase 1,300,000 shares of common stock owned by Ms.
    Brady.
 (5)
              Anthony
      DiGiandomenico serves as a director of the
  Company.
 (6)
              Includes
      1,300,000 shares of common stock and shares underlying a warrant to
      purchase 1,300,000 shares of common stock owned by Mr.
      DiGiandomenico.
 (7)
              Includes
      975,000 shares of common stock and shares underlying a warrant to purchase
      975,000 shares of common stock owned by The Patrick Riordan
      Trust.
 (8)
              Includes
      487,500 shares of common stock and shares underlying a warrant to purchase
      487,500 shares of common stock owned by John F.
  Baier.
 (9)
              The
      Marie Baier Foundation is a private foundation.  John Baier, a
      stockholder of the Company, is the President of the
      foundation.  Mr. Baier does not own any part of the
      foundation nor does he have any rights to the assets of the
      foundation.   The primary purpose of the Marie Baier Foundation
      is to give grants to higher education, the arts, hospitals, and health and
      human services.
 (10)
              Includes
      487,500 shares of common stock and shares underlying a warrant to purchase
      487,500 shares of common stock owned by the Marie Baier
      Foundation.
 (11)
              JK
      Advisor’s, Inc. provides consulting services to the
      Company.  John Brady, the husband of Katherine Brady, our
      Secretary, Treasurer and a director and stockholder of the Company, is the
      owner of J.K. Advisor’s, Inc.
 (12)
              Includes
      650,000 shares of common stock and shares underlying a warrant to purchase
      650,000 shares of common stock owned by JK Advisors,
  Inc.
 
 (b)           The
Company currently has not authorized any compensation plans or individual
compensation arrangements.
 
 Item
13. Certain Relationships and Related Transactions.
 
 On
September 5, 2008, the Company issued 650,000 shares of common stock and
warrants to purchase 650,000 shares of common stock to JK Advisors,
Inc.  JK Advisors, Inc. is a stockholder of the Company and provides
consulting services to the Company.  John Brady, the husband of
Katherine Brady, our Secretary and a director of the Company, is the owner of JK
Advisor’s, Inc.  The officers and directors of the Company are
involved in other business activities and may, in the future, become involved in
other business opportunities that become available. Such persons may face a
conflict in selecting between the Company and their other business interests.
The Company has not formulated a policy for the resolution of such
conflicts.
  14
  Except as
otherwise indicated herein, there have been no other related party transactions,
or any other transactions or relationships required to be disclosed pursuant to
Item 404 and Item 407(a) of Regulation S-K.
 
 Item
14.  Principal Accounting Fees and Services
 
 AJ.
Robbins, P.C. (“AJ. Robbins”) is the Company's independent registered public
accounting firm.
 
 Audit
Fees
 
 The
aggregate fees billed by AJ. Robbins for professional services rendered for the
audit of our annual financial statements and 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 $13,780for the fiscal year
ended July 31, 2009. The Company was not incorporated until August of 2008, so
there were no fees incurred for the 2008 fiscal year end.
 
 Audit-Related
Fees
 
 There
were no feesbilled
by AJ. Robbins 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 July 31, 2009. The Company was not incorporated until
August of 2008, so there were no fees incurred for the 2008 fiscal year
end.
 
 Tax
Fees
 
 The
aggregate fees billed by AJ. Robbins for professional services for tax
compliance, tax advice, and tax planning were $0 for the fiscal year ended July
31, 2009. The Company was not incorporated until August of 2008, so there were
no fees incurred for the 2008 fiscal year end.
 
 All
Other Fees
 
 There
were no fees billed by AJ. Robbins for other products and services for the
fiscal year ended July 31, 2009. The Company was not incorporated until August
of 2008, so there were no fees incurred for the 2008 fiscal year
end.
 
 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.
  15
 
 Statement
                
                Page*Index
      to Financial StatementsReport
      of Independent Registered Public Accounting Firm
                
                F-1Balance
      Sheet
                
                F-2Statements
      of Operations
                
                F-3Statement
      of Changes in Stockholder’s Equity (Deficit)
                
                F-4Statements
      of Cash Flows
                
                F-5Notes
      to Financial Statements
                
                F-6
 
 * Index
Page F-1 follows page 10 to this annual report on Form 10-K.
 
 (b) Index
to Exhibits required by Item 601 of Regulation S-K.
 
 Exhibit
                  
                  Description*3.1
                  
                  Certificate
      of Incorporation*3.2
                  
                  By-laws31.1
                  
                  Certification
      of the Company’s Principal Executive Officer pursuant to Section 302 of
      the Sarbanes-Oxley Act of 2002, with respect to the registrant’s Annual
      Report on Form 10-K for the year ended July 31, 200931.2
                  
                  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
      July 31, 200932.1
                  
                  Certification
      of the Company’s Principal Executive Officer pursuant to 18 U.S.C. Section
      1350,as
      adopted pursuant to Section 906 of the Sarbanes Oxley Act of
      200232.1
                  
                  Certification
      of the Company’s Principal Financial Officer pursuant to 18 U.S.C. Section
      1350,as
      adopted pursuant to Section 906 of the Sarbanes Oxley Act of
      2002
 
 *
              Filed
      as an exhibit to the Company's registration statement on Form 10-SB, as
      filed with the Securities and Exchange Commission on January 13, 2009 and
      incorporated herein by this
reference.
  16
  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.
  PIER
      ACQUISITION II, INC.Dated:
      November 13, 2009
                          By:
                          /s/  Philip J.
    HumlPhilip
      J. HumlPresident
      and DirectorPrincipal
      Executive OfficerPrincipal
      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 company and in the capacities and on the
dates indicated.
 
 Title
              
              Date/s/  Philip J.
    Huml
              
              President
      and Director
              
              November
      13, 2009Philip
      J. Huml
  17