**UNITED
        STATES**
 **SECURITIES
        AND EXCHANGE COMMISSION**
 Washington,
        DC 20549
  **FORM
        10-KSB**
  **ANNUAL
        REPORT**
  **PURSUANT
        TO SECTION 13 OR 15(d) OF THE SECURITIES AND**
 **EXCHANGE
        ACT OF 1934**
  **x**  **ANNUAL
        REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
        AND**
 **EXCHANGE
        ACT OF 1934**
 
 For
        the
        fiscal year ended December 31, 2007
 
 OR
 
 **o**  **TRANSITION
        REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES AND**
 **EXCHANGE
        ACT OF 1934**
 
 For
        the
        transition period from ________________ to ________________
 
 **Commission
        File Number 000-52271**
 **ZANE
        ACQUISITION II, INC.**
 (Exact
        name of registrant as specified in its charter)
  **DELAWARE**
              **02-0782562**(State of other jurisdiction of incorporation or
                  organization)
              (IRS Employer Identification Number)
  **2121
        Avenue of the Stars, Suite 2550**
 **Los
        Angeles, CA 90067**
 (Address
        of principal executive offices)
  **(310)
        601-2500**
 (Registrant's
        telephone number, including area code)
 Securities
            registered pursuant to Section 12(b) of the Exchange Act: **None**
 
 Securities
            registered pursuant to Section 12(g) of the Exchange Act:
 
 Common
            Stock, Par Value $0.0001 Per Share
 (Title
            of
            Class)
  Indicate
            by check mark if the registrant is not required to file reports pursuant
            to
            Section 13 or Section 15(d) of the Exchange Act. o
 
 Indicate
            by check mark whether the registrant (1) has filed all reports required
            to be
            filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
            the
            preceding 12 months (or for such shorter period that the registrant was
            required
            to file such reports), and (2) has been subject to such filing requirements
            for
            the past 90 days. Yes x No o
 
 Indicate
            by check mark if disclosure of delinquent filers pursuant to Item 405
            of
            Regulation S-B is not contained herein, and will not 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-KSB or any amendment
            to
            this Form 10-KSB.  x
 
 Indicate
            by check mark whether the registrant is a shell company (as defined in
            Rule
            12b-2 of the Exchange Act). Yes x No o
 
 The
            aggregate market value of the voting and non-voting common equity held
            by
            non-affiliates of the registrant, computed by reference to the closing
            sales
            price for the registrant’s common equity, as reported on the OTCBB, was $0
            as of March 26, 2008.
  As
            of
            March 26, 2008, the registrant had 3,000,000 shares of common stock outstanding.
 
 DOCUMENTS
            INCORPORATED BY REFERENCE
 
 Transitional
            Small Business Disclosure Format (check one):  Yes o No x
 
 
 ZANE
        ACQUISITION II, INC.
 ANNUAL
        REPORT ON FORM 10-KSB
 FOR
        THE
        YEAR ENDED DECEMBER 31, 2007
 
 **TABLE
        OF CONTENTS**
 
 **PART
                  I**ITEM
                  1.
              
              DESCRIPTION
                  OF BUSINESS
              
              1ITEM
                  2.
              
              DESCRIPTION
                  OF PROPERTY
              
              2ITEM
                  3.
              
              LEGAL
                  PROCEEDINGS
              
              2ITEM
                  4.
              
              SUBMISSION
                  OF MATTERS TO A VOTE OF SECURITY HOLDERS
              
              2**PART
                  II**ITEM
                  5.
              
              MARKET
                  FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND SMALL BUSINESS
                  ISSUER
                  PURCHASES OF EQUITY SECURITIES
              
              2ITEM
                  6.
              
              MANAGEMENT’S
                  DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
              
              3ITEM
                  7.
              
              FINANCIAL
                  STATEMENTS
              
              6ITEM
                  8.
              
              CHANGES
                  IN AND DISAGREEMENT WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
                  DISCLOSURE
              
              7ITEM
                  8A.
              
              CONTROLS
                  AND PROCEDURES
              
              7ITEM
                  8B.
              
              OTHER
                  INFORMATION
              
              8**PART
                  III**ITEM
                  9.
              
              DIRECTORS,
                  EXECUTIVE OFFICERS, PROMOTERS, CONTROL PERSONS AND CORPORATE GOVERNANCE;
                  COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
              
              8ITEM
                  10.
              
              EXECUTIVE
                  COMPENSATION
              
              10ITEM
                  11.
              
              SECURITY
                  OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
                  STOCKHOLDER MATTERS
              
              10ITEM
                  12.
              
              CERTAIN
                  RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
                  INDEPENDENCE
              
              11ITEM
                  13.
              
              EXHIBITS
              
              13ITEM
                  14.
              
              PRINCIPAL
                  ACCOUNTANT FEES AND SERVICES
              
              13SIGNATURES
              
              15
  i
 
 **PART
        I**
 
 **ITEM
        1. DESCRIPTION OF BUSINESS**
  **History
        and Organization**
  Zane
        Acquisition II, Inc. (“we,” “us,” “our,” or the “Company”) was
        incorporated in the State of Delaware on July 21, 2006, with
        authorized common stock ("Common Stock") of 75,000,000 shares at $0.0001
        par value per share. The Company has no operations. At December 31,
        2007, the Company was inactive.
  On
          April
          2, 2007, the Company redeemed 2,850,000 shares (the “Shares) of its Common Stock
          from its stockholders Steven Bettinger, Ivan Spinner and Jared Shaw (the
          “Initial Stockholders”), each a former director of the Company, for an aggregate
          purchase price of $37,500, pursuant to that certain Redemption Agreement
          (the
“Redemption Agreement”).
 
 On April
        2, 2007, Trinad Capital Master Fund, Ltd., (“TCMF”) an exempted Cayman
        Island Corporation, with an address at 2121 Avenue of the Stars, Suite 2550,
        Los
        Angeles, California 90067, entered into a Common Stock Purchase
        Agreement (the “Agreement”) with the Company and the Initial Stockholders.
        Pursuant to the terms of the Agreement, the Initial Stockholders sold 2,850,000
        shares (the “Shares”) of the Company’s Common Stock representing approximately
        95% of the issued and outstanding Common Stock as of April 2, 2007 (the
“Closing”), to TCMF. In consideration of the purchase of the Shares, TCMF
        paid at Closing the total sum of thirty seven thousand five hundred dollars
        ($37,500), pursuant to and in accordance with the terms of the Agreement.
        The
        source of such capital was TCMF’s working capital. The sale of the shares to
        TCMF, an accredited investor, was made pursuant to the exemptions from
        registration afforded by Sections 4(1) of the Securities Act of 1933, as
        amended.
  The
        executive office of the Company is located at 2121 Avenue of the Stars, Suite
        2550, Los Angeles, California 90067. Its telephone number is (310) 601-2500.
        Robert S. Ellin is the Company's President and Chief Executive Officer, Jay
        A.
        Wolf is the Secretary and Charles Bentz is the Company’s Chief Financial
        Officer. Robert S. Ellin, Barry I. Regenstein and Jay Wolf are the Company’s
        Directors.
 
 **TCMF
        and Management’s Plan of Operation**
 
 TCMF,
        a
        hedge fund dedicated to investing in micro-cap companies, is seeking to raise
        additional capital with a view to making the Company an attractive vehicle
        with
        which to acquire a business. TCMF intends to then seek a suitable acquisition
        candidate for the Company (a “Business Combination”). To date, no such Business
        Combination has been identified and the Company is therefore subject to a
        number
        of risks, including: any Business Combination consummated by the Company
        may
        turn out to be unsuccessful; the Company’s investors will not know what
        operating business, if any, will be acquired, including the particular industry
        in which the business operates and whether financing that could have a dilutive
        effect on the Company’s present stockholders will be required in connection
        therewith; the historical operations of a specific business opportunity may
        not
        necessarily be indicative of the potential for the future; the Company may
        acquire a company in the early stages of development, causing it to incur
        further risks; the Company may be dependent upon the management of an acquired
        business which has not proven its abilities or effectiveness; the Company
        will
        be controlled by a small number of stockholders and such control could prevent
        the taking of certain actions that may be beneficial to other stockholders;
        and
        the Company’s common stock will likely be thinly traded, and the public market
        may provide little or no liquidity for holders of the Company’s common
        stock.
 
 **Company
        is a Blank Check Company**
 
 At
        present, the Company has no sources of revenue and has no specific business
        plan
        or purpose. The Company’s business plan is to seek a Business Combination. As a
        result, the Company is a “blank check” or “shell” company. Many states have
        enacted statutes, rules and regulations limiting the sale of securities of
        shell
        companies in their respective jurisdictions. Management does not intend to
        undertake any efforts to cause a market to develop in the Company's securities
        or undertake any offering of the Company's securities, either debt or equity,
        until such time as the Company has successfully implemented its business
        plan
        and closed on a suitable Business Combination.
  1
  The
        Company’s Common Stock is a “penny stock,” as defined in Rule 3a51-1 under the
        Exchange Act. The penny stock rules require a broker-dealer, prior to a
        transaction in penny stock not otherwise exempt from the rules, to deliver
        a
        standardized risk disclosure document that provides information about penny
        stocks and the nature and level of risks in the penny stock market. The
        broker-dealer also must provide the customer with current bid and offer
        quotations for the penny stock, the compensation of the broker-dealer and
        its
        sales person in the transaction, and monthly account statements showing the
        market value of each penny stock held in the customer's account. In addition,
        the penny stock rules require that the broker-dealer, not otherwise exempt
        from
        such rules, must make a special written determination that the penny stock
        is
        suitable for the purchaser and receive the purchaser's written agreement
        to the
        transaction. These disclosure rules have the effect of reducing the level
        of
        trading activity in the secondary market for a stock that becomes subject
        to the
        penny stock rules. So long as the Common Stock of the Company is subject to
        the penny stock rules, it may be more difficult to sell the Company’s Common
        Stock.
 
 **Competition**
  Our
        primary goal is the acquisition of a target company or business seeking the
        perceived advantages of being a publicly held corporation. The Company faces
        vast competition from other shell companies with the same objectives. 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. 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.
  **Employees**
  Other
        than Robert S. Ellin, our President and Chief Executive Officer, Jay A.
        Wolf, our Secretary, and Charles Bentz, our Chief Financial Officer, the
        Company currently has no other employees and has no compensated
        directors.
  **ITEM
        2. DESCRIPTION OF PROPERTY**
 
 Currently,
        we are utilizing the office space of TCMF, located at 2121 Avenue of the
        stars,
        suite 2550, Los Angeles, California 90067, at no cost to us until an acquisition
        is consummated or a business is established. The amount of office space
        currently utilized by us is insignificant.
  **ITEM
        3. LEGAL PROCEEDINGS**
  None.
  **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
        authorized capital stock consists of 85,000,000 shares of capital stock,
        of
        which 75,000,000 are shares of Common Stock, $0.0001 par value per share.
        Our Common Stock trades on the over-the-counter Bulletin Board. There has
        been
        no trading activity of our common Stock since our inception. The holders
        of our
        Common Stock:
  *
              have
                  equal ratable rights to dividends from funds legally available
                  if and when
                  declared by our board of directors;*
              are
                  entitled to share ratably in all of our assets available for distribution
                  to holders of Common Stock upon liquidation, dissolution or winding
                  up of
                  our affairs;*
              do
                  not have preemptive, subscription or conversion rights and there
                  are no
                  redemption or sinking fund provisions or rights; and*
              are
                  entitled to one non-cumulative vote per share on all matters on
                  which
                  stockholders may vote.
  All
        shares of Common Stock now outstanding are fully paid for and non-assessable.
        We
        refer you to our Certificate of Incorporation, and Bylaws refer to Exhibits
        3.1
        and 3.2 and Delaware General Corporation Law for a more complete description
        of
        the rights and liabilities of holders of our securities.
  **Preferred
        Stock**
  Our
        Certificate of Incorporation authorizes the issuance of up to 10,000,000
        shares
        of blank check preferred stock, $0.0001 par value per share, or the ("Preferred
        Stock"). There are currently no issued or outstanding shares of Preferred
        Stock.
 2
 **Non-cumulative
        voting**
  Holders
        of shares of our Common Stock do not have cumulative voting rights, which
        means
        that the holders of more than 50% of the outstanding shares, voting for the
        election of directors, can elect all of the directors to be elected, if they
        so
        choose, and, in that event, the holders of the remaining shares will not
        be able
        to elect any of our directors.
  **Cash
        dividends**
  Since
        our
        inception, we have not declared or paid any cash dividends to stockholders.
        The
        declaration of any future cash dividend will be at the discretion of our
        board
        of directors and will depend upon our earnings, if any, our capital requirements
        and financial position, our general economic conditions, and other pertinent
        conditions. It is our present intention not to pay any cash dividends in
        the
        foreseeable future, but rather to reinvest earnings, if any, in our business
        operations.
  **Holders**
  As
        of
        March 26, 2008, there were four holders of record of our common
        stock.
  **ITEM
        6. MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF
        OPERATION**
 
 In
        this
        section, references to "we,"
        "us,"
        "our,"
        and "ours" refer to Zane Acquisition II, Inc.
 
 The
        following discussion should be read in conjunction with, and is qualified
        in its
        entirety by, the Financial Statements and the Notes thereto included in this
        report. This discussion contains certain forward-looking statements that
        involve
        substantial risks and uncertainties. When used in this report, the words
        "anticipate," "believe," "estimate," "expect” and similar expressions as they
        relate to our management or us are intended to identify such forward-looking
        statements. Our actual results, performance or achievements could differ
        materially from those expressed in, or implied by, these forward-looking
        statements. Historical operating results are not necessarily indicative of
        the
        trends in operating results for any future period.
 This
          Form
          10-KSB for the year ended December 31, 2007 includes a number of forward-looking
          statements that reflect our current views with respect to future events
          and
          financial performance. Forward-looking statements are often identified
          by words
          like: “believe,” “expect,” “estimate,” “anticipate,” “intend,”  “project”
and similar expressions, or words which, by their nature, refer to future
          events. You should not place undue certainty on these forward-looking
          statements, which apply only as of the date of this report. These
          forward-looking statements are subject to certain risks and uncertainties
          that
          could cause actual results to differ materially from historical results
          or our
          predictions.
  **MANAGEMENT’S
          PLAN OF OPERATION**
 We
        are
        inactive as of the date of this report. Our objective is to identify an
        operating company to purchase or merge with and to raise capital to make
        the
        Company a more attractive merger candidate. No assurance can be given that
        we
        will be successful in meeting our objective.
  Most
        of
        the activity from July 21, 2006 (date of inception) to December 31, 2007
        relates to the Company's maintenance of its public filing requirements described
        below.
  Liquidity
        and Capital Resources
  As
        of
        December 31, 2007, we have accrued expenses at $20,819 and no cash.
  On
          August
          20, 2007, the Company executed a loan agreement (the "Loan Agreement") with
          TCMF, whereby TCMF agreed to loan the Company up to a principal amount
          of
          $100,000 (the “Loan”), upon the Company's consummation of a Next Financing (as
          defined below). TCMF shall make advances to the Company in such amounts
          as the
          Company shall request from time to time. The Loan bears interest at the
          rate of
          10% per annum. The entire outstanding principal amount of the Loan and
          any
          accrued interest thereon shall be due and payable by the Company upon,
          and not
          prior to, the consummation of a sale of securities (other than a sale of
          shares
          of the Company’s common stock, $0.0001 par value per share, to officers,
          directors or employees of, or consultants to, the Company in connection
          with
          their provision of services to the registrant) to a third party or parties
          with
          proceeds to the Company of not less than $200,000 (a “Next Financing”). The
          business purpose of the Loan is to provide working capital to the
          Company.
 At
        present, the Company has no sources of revenue and has no specific business
        plan
        or purpose. The Company’s business plan is to seek a Business Combination. As a
        result, the Company is a “blank check” or “shell” company. Many states have
        enacted statutes, rules and regulations limiting the sale of securities of
        shell
        companies in their respective jurisdictions. Management does not intend to
        undertake any efforts to cause a market to develop in the Company's securities
        until such time as the Company has successfully implemented its business
        plan
        and closed on a suitable Business Combination.
 
 The
        Company’s Common Stock is a “penny stock,” as defined in Rule 3a51-1 under the
        Exchange Act. The penny stock rules require a broker-dealer, prior to a
        transaction in penny stock not otherwise exempt from the rules, to deliver
        a
        standardized risk disclosure document that provides information about penny
        stocks and the nature and level of risks in the penny stock market. The
        broker-dealer also must provide the customer with current bid and offer
        quotations for the penny stock, the compensation of the broker-dealer and
        its
        sales person in the transaction, and monthly account statements showing the
        market value of each penny stock held in the customer's account. In addition,
        the penny stock rules require that the broker-dealer, not otherwise exempt
        from
        such rules, must make a special written determination that the penny stock
        is
        suitable for the purchaser and receive the purchaser's written agreement
        to the
        transaction. These disclosure rules have the effect of reducing the level
        of
        trading activity in the secondary market for a stock that becomes subject
        to the
        penny stock rules. So long as the Common Stock of the Company is subject
        to the
        penny stock rules, it may be more difficult to sell the Company’s Common
        Stock.
 3
 
 We
        may
        enter into a definitive agreement with a wide variety of private businesses
        without limitation as to their industry or revenues. It is not possible at
        this
        time to predict when, if ever, we will enter into a business combination
        with
        any such private company or the industry or the operating history, revenues,
        future prospects or other characteristics of any such company. TCMF intends
        to raise capital to make us a more attractive acquisition vehicle and then
        seek
        a suitable merger candidate. TCMF has not identified anyone for acquisition
        at
        this time.
  **LOAN
        PAYABLE**
  On
        August
        20, 2007, the Company executed a loan agreement (the "Loan Agreement") with
        TCMF, whereby TCMF agreed to loan the Company up to a principal amount of
        $100,000 (the “Loan”), upon the Company's consummation of a Next Financing (as
        defined below). TCMF shall make advances to the Company in such amounts as
        the
        Company shall request from time to time. The Loan bears interest at the rate
        of
        10% per annum. The entire outstanding principal amount of the Loan and any
        accrued interest thereon shall be due and payable by the Company upon, and
        not
        prior to, the consummation of a sale of securities (other than a sale of
        shares
        of the Company’s common stock, $0.0001 par value per share, to officers,
        directors or employees of, or consultants to, the Company in connection with
        their provision of services to the registrant) to a third party or parties
        with
        proceeds to the Company of not less than $200,000 (a “Next Financing”). The
        business purpose of the Loan is to provide working capital to the
        Company.
 
 **MANAGEMENT
        AGREEMENT**
 
 On
        August
        20, 2007, the Company entered into a Management Agreement (the “Management
        Agreement”) with Trinad Management, LLC (“Trinad”), an affiliate of TCMF. The
        Management Agreement has a term of five years and Trinad will provide
        certain management services, including, without limitation, the sourcing,
        and
        structuring of a potential business combination transaction involving the
        Company. The Company has agreed to pay Trinad a management fee of $90,000
        per
        quarter, plus reimbursement of all expenses reasonably incurred by Trinad
        in
        connection with the provision of management services. Management fees for
        the
        year ended December 31, 2007 have been voluntarily waived by Trinad. Either
        party may terminate with prior notice. However, in the event that the Company
        terminates the Management Agreement, it shall pay to Trinad a termination
        fee of
        $1,000,000.
  **CRITICAL
        ACCOUNTING POLICIES**
  **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 dates
        of
        the financial statements and the reported amounts of revenue and expenses
        during
        the reporting period. Actual results could differ from those
        estimates.
  4
  **Income
        Taxes**
  The
        Company provides for deferred income taxes using the liability method. Deferred
        tax assets and liabilities are recognized for the future tax consequences
        attributable to differences between the financial statement carrying amounts
        of
        existing assets and liabilities and their respective tax bases and the tax
        effect of net operating loss carry-forwards. A valuation allowance has been
        provided as it is more likely than not that the deferred tax assets will
        not be
        realized.
 
 **RECENT
        ACCOUNTING PRONOUNCEMENTS**
  In
          September 2006, the FASB issued SFAS No. 157; "Fair Value Measurements",
          that
          defines fair value, establishes a framework for measuring fair value in
          generally accepted accounting principles ("GAAP"), and expands disclosures
          about
          fair value measurements. This Statement applies under other accounting
          pronouncements that require or permit fair value measurements. Prior to
          this
          Statement, there were different definitions of fair vale and limited guidance
          for applying those definitions in GAAP. Moreover, that guidance was dispersed
          among many accounting pronouncements that require fair value measurements.
          Differences in that guidance created inconsistencies that added to the
          complexity in applying GAAP. The changes to current practice resulting
          from the
          application of this statement relate to the definition of fair value, the
          methods used to measure fair value, and the expanded disclosures about
          fair
          value measurements. Statement 157 is effective for financial statements
          issued
          for fiscal years beginning after November 15, 2007, and interim periods
          within
          those fiscal years. The Company has not determined the effect, if any,
          that may
          result from the adoption of SFAS 157 on its financial statements.
  In
          February 2007, the FASB issued SFAS
          No.
          159 "The Fair Value Option for Financial Assets and Financial Liabilities".
          SFAS
          No. 159 permits entities to choose, at specified election dates, to measure
          eligible items at fair value (the "fair value option"). A business entity
          shall
          report unrealized gains and losses on items for which the fair value option
          has
          been elected in earnings at each subsequent reporting date. The objective
          is to
          improve financial reporting by providing entities with the opportunity
          to
          mitigate volatility in reported earnings caused by measuring related assets
          and
          liabilities differently without having to apply complex hedge accounting
          provisions. SFAS No. 159 is effective as of the beginning of an entity's
          first
          fiscal year that begins after November 15, 2007. Early adoption is permitted
          as
          of the beginning of a fiscal year that begins on or before November 15,
          2007,
          provided the entity also elects to apply the provisions of SFAS No. 157,
          "Fair
          Value Measurements".The
          Company has not determined the effect, if any, that may result from the
          adoption
          of SFAS No. 159 on its financial statements
 
 In
          December 2007, the FASB issued SFAS No. 141(R), "Business Combinations
          -
          Revised" that improves the relevance, representational faithfulness, and
          comparability of the information that a reporting entity provides in its
          financial reports about a business combination and its effects. To accomplish
          that, this statement establishes principles and requirements how the acquirer
          recognizes and measures in its financial statements the identifiable assets
          acquired, the liabilities assumed, and any noncontrolling interest in the
          acquiree, recognizes and measures the goodwill acquired in the business
          combination or a gain from a bargain purchase, and determines what information
          to disclose to enable users of the financial statements to evaluate the
          nature
          and financial effects of the business combination. The changes to current
          practice resulting from the application of SFAS No. 141(R) are effective
          for
          financial statements issued for fiscal years beginning after December 15,
          2008.
          The adoption of SFAS No. 141(R) before December 15, 2008 is prohibited.
          The
          Company has not determined the effect, if any, that may result from the
          adoption
          of SFAS No. 141(R) on its financial statements.
 
 In
          December 2007, the FASB issued SFAS No. 160, "Noncontrolling Interests
          in
          Consolidated Financial Statements - an amendment of ARB No. 51". The objective
          of this Statement is to improve the relevance, comparability, and transparency
          of the financial information that a reporting entity provides in its
          consolidated financial statements by establishing accounting and reporting
          standards that require the following changes. The ownership interests in
          subsidiaries held by parties other than the parent be clearly identified,
          labeled, and presented in the consolidated statement of financial position
          within equity, but separate from the parent’s equity. The amount of consolidated
          net income attributable to the parent and to the noncontrolling interest
          must be
          clearly identified and presented on the face of the consolidated statement
          of
          income. When a subsidiary is deconsolidated, any retained noncontrolling
          equity
          investment in the former subsidiary is initially measured at fair value.
          The
          gain or loss on the deconsolidation of the subsidiary is measured using
          the fair
          value of any noncontrolling equity investment rather than the carrying
          amount of
          that retained investment and entities provide sufficient disclosures that
          clearly identify and distinguish between the interests of the parent and
          the
          interests of the noncontrolling owners. The changes to current practice
          resulting from the application of SFAS No. 160 is effective for financial
          statements issued for fiscal years beginning after December 15, 2008, and
          interim periods within those fiscal years. The adoption of SFAS No. 160
          before
          December 15, 2008 is prohibited. The Company has not determined the effect,
          if
          any, that may result from the adoption of SFAS No. 160 on its financial
          statements.
 
 Management
          does not believe that any other recently issued, but not yet effective
          accounting pronouncements, if adopted, would have a material effect on
          the
          accompanying financial statements.
  **QUANTITATIVE
        AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK**
 
 We
        currently have no floating rate indebtedness, hold no derivative instruments,
        and do not earn foreign-sourced income. Accordingly, changes in interest
        rates
        or currency exchange rates do not generally have a direct effect on our
        financial position. Changes in interest rates may affect the amount of interest
        we earn on available cash balances as well as the amount of interest we pay
        on
        borrowings. To the extent that changes in interest rates and currency exchange
        rates affect general economic conditions, we may also be affected by such
        changes.


**Off-Balance
        Sheet Arrangements**
  We
        do not
        have any relationships with unconsolidated entities or financial partners,
        such
        as entities often referred to as structured finance or special purpose entities,
        which would have been established for the purpose of facilitating off-balance
        sheet arrangements or other contractually narrow or limited purposes. In
        addition, we do not have any undisclosed borrowings or debt, and we have
        not
        entered into any synthetic leases. We are, therefore, not materially exposed
        to
        any financing, liquidity, market or credit risk that could arise if we had
        engaged in such relationships.




5


Item
      7.
      Financial Statements.





**Zane
        Acquisition II, Inc.**


**-
      INDEX -**




PageReport
                Of Independent Registered Public Accounting Firm
            F-1Balance
                Sheet as of December 31, 2007
            F-2Statement
                of Operations - year ended December 31, 2007 and period July 21,
                2006
                (Inception) through December 31, 2006
            F-3Statement
                of Changes in Stockholders’ Equity (Deficit) - year ended December 31,
                2007 and period July 21, 2006 (Inception) through December 31,
                2006
            F-4Statement
                of Cash Flows - year ended December 31, 2007 and period July 21,
                2006
                (Inception) through December 31, 2006
            F-5Notes
                to Financial Statements
            F-6


6


Report
        Of
        Independent Registered Public Accounting Firm




To
      the
      Board of Directors


Zane
      Acquisition II, Inc.





We
      have
      audited the accompanying balance sheet of Zane Acquisition II, Inc. as of
      December 31, 2007 and the related statements of operations, changes in
      stockholders’ equity (deficit) and cash flows for the year ended December 31,
      2007 and for the period July 21, 2006 (inception) through December 31, 2006.
      The
      Company’s management is responsible for these financial statements. Our
      responsibility is to express an opinion on these financial statements based
      on
      our audit.





We
      conducted our audits in accordance with 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 auditing 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 Zane Acquisition II, Inc. as of
      December 31, 2007 and the results of its operations and its cash flows for
      the
      year ended December 31, 2007 and for the period July 21, 2006 (inception)
      through December 31, 2006, 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 3 to the financial
      statements, the Company has negative working capital and has incurred net losses
      from inception. This raises substantial doubt about its ability to continue
      as a
      going concern. Management’s plans in regards to these matters are also described
      in Note 3. The accompanying financial statements do not include any adjustments
      that might result from the outcome of this uncertainty.




/s/
      Raich Ende Malter & Co. LLP





**RAICH
      ENDE MALTER & CO. LLP**


New
      York,
      New York


March
      27,
      2008





F-1




**Zane
      Acquisition II, Inc.**


**Balance
      Sheet**


**December
      31, 2007**




**ASSETS**Assets
            
            $
            -**LIABILITIES
                AND STOCKHOLDERS' (DEFICIT)**Current
                LiabilitiesAccrued
                expenses
            
            $
            20,819Note
                payable -stockholder
            
            
            15,941Total
                Current Liabilities
            
            
            36,760Stockholders'
                (Deficit)Preferred
                stock - $0.0001 par value, 10,000,000 shares authorized, none issued
                and
                outstanding
            
            
            -Common
                stock - $0.0001 par value, 75,000,000 shares authorized, 3,000,000
                shares
                issued and outstanding
            
            
            300Additional
                paid-in -capital
            
            
            52,200Accumulated
                (deficit)
            
            
            (89,260
            )Total
                Stockholders' (Deficit)
            
            
            (36,760
            )Total
                Liabilities and Stockholders' (Deficit)
            
            $
            -





See
      notes
      to financial statements.


F-2





**Zane
      Acquisition II, Inc.**


**Statement
      of Operations**





****
            
            **Period******
            
            **July
                21, 2006****Year
                Ended**
            
            **(Inception)
                to****December 31, 2007**
            
            **December 31, 2006**Revenues
            
            $
            -
            
            $
            -General
                and administrative expenses
            
            
            52,185
            
            
            37,075Net
                Loss
            
            $
            (52,185
            )
            $
            (37,075
            )Basic
                and diluted loss per share
            
            $
            (0.02
            )
            $
            (0.01
            )Weighted
                average number of common shares outstanding
            
            
            3,000,000
            
            
            3,000,000




See
      notes
      to financial statements.


F-3





**Zane
      Acquisition II, Inc.**


**Statements
      of Changes in Stockholders’ Equity (Deficit)**


**Year
      Ended December 31, 2007 and period from July 21, 2006 (Inception) to December
      31, 2006**





**Additional******
            
            **Common
                Stock**
            
            **Paid-in**
            
            **Accumulated******
            
            **Shares**
            
            **Amount**
            
            **Capital**
            
            **Deficit**
            
            **Total**Issuance
                of common stock on July 21, 2006
            
            
            3,000,000
            
            $
            300
            
            $
            44,700
            
            $
            -
            
            $
            45,000Net
                Loss
            
            
            
            
            
            
            
            
            
            
            
            (37,075
            )
            
            (37,075
            )Balance
                - December 31, 2006
            
            
            3,000,000
            
            
            300
            
            
            44,700
            
            
            (37,075
            )
            
            7,925Redemption
                of common stock
            
            
            (2,850,000
            )
            
            (285
            )
            
            (37,215
            )
            
            -
            
            
            (37,500
            )Issuance
                of common stock
            
            
            2,850,000
            
            
            285
            
            
            37,215
            
            
            -
            
            
            37,500Capital
                contribution
            
            
            -
            
            
            -
            
            
            7,500
            
            
            -
            
            
            7,500Net
                Loss
            
            
            -
            
            
            -
            
            
            -
            
            
            (52,185
            )
            
            (52,185
            )Balance
                - December 31, 2007
            
            
            3,000,000
            
            $
            300
            
            $
            52,200
            
            $
            (89,260
            )
            $
            (36,760
            )





See
      notes
      to financial statements.


F-4





**Zane
      Acquisition II, Inc.**


**Statements
      of Cash Flows**





**Period****July
                21, 2006****Year
                Ended**
            
            **(Inception)
                to****December 31, 2007**
            
            **December 31, 2006****CASH FLOWS FROM
                OPERATING ACTIVITIES**Net
                Loss
            
            $
            (52,185
            )
            $
            (37,075
            )Adjustments
                to reconcile net loss to net cash used in operating
                activities:Changes
                in assets and liabilities:Accounts
                payable and accrued expenses
            
            
            19,794
            
            
            1,025Net
                cash used in operating activities
            
            
            (32,391
            )
            
            (36,050
            )**CASH
                FLOWS FROM FINANCING ACTIVITIES**Proceeds
                from Note Payable-Stockholder
            
            
            15,941
            
            
            -Redemption
                of common stock
            
            
            (37,500
            )
            
            -Proceeds
                from issuance of common stock
            
            
            37,500
            
            
            45,000Contribution
                of capital
            
            
            7,500
            
            
            -Net
                cash provided by financing activities
            
            
            23,441
            
            
            45,000Net
                cash decrease for period
            
            
            (8,950
            )
            
            8,950Cash
                - beginning
            
            
            8,950
            
            
            -Cash
                - ending
            
            $
            -
            
            $
            8,950





See
      notes
      to financial statements.


F-5





**Zane
      Acquisition II, Inc.**


**Notes
      to Financial Statements**





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





Zane
      Acquisition II, Inc., (The “Company”) was incorporated in Delaware on July 21,
      2006 with the objective of acquiring or merging with an operating business.
      The
      Company is inactive.





**Note
      2 - Summary of Significant Accounting Polices**





***Basis
      of Presentation***




The
      financial statements include all the accounts of the Company.




***Use
      of Estimates***





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 and disclosures of
      contingent assets and liabilities at the dates of the financial statements
      and
      the reported amounts of revenues and expenses during the reporting periods.
      Actual results could differ from those estimates.





***Income
      Taxes***




Deferred
      income taxes are provided for temporary differences between financial statement
      and income tax reporting under the liability method, using expected tax rates
      and laws that are expected to be in effect when the differences are expected
      to
      reverse. A valuation allowance is provided when it is more likely than not,
      that
      the deferred tax assets will not be realized.





Effective
      January 1, 2007, the Company adopted the provisions of Financial Accounting
      Standards Board (FASB) Interpretation No. 48, “Accounting for Uncertainty in
      Income Taxes, an interpretation of FASB Statement No. 109” (FIN 48). FIN48
      clarifies the accounting for uncertainty in income taxes recognized in the
      Company's financial statements in accordance with FASB Statement 109,
“Accounting for Income Taxes”, and prescribes a recognition threshold and
      measurement process for financial statement recognition and measurement of
      a tax
      position taken or expected to be taken in a tax return.





The
      Company's policy is to classify income tax assessments, if any, as interest
      expenses for interest assessments and as general and administrative expenses
      for
      penalty assessments.





***Financial
      Instruments***





The
      carrying amounts of financial instruments, including cash, notes payable,
      accounts payable and accrued expenses, approximate their fair values because
      of
      their relatively short maturities.




***Net
      Loss per Common Share***




Basic
      net
      loss per share is computed by dividing net loss by the weighted average number
      of shares of common stock outstanding during the period. Diluted net loss per
      share is computed by dividing net loss by the weighted average number of shares
      of common stock and potentially outstanding shares of common stock during each
      period. The Company had no potentially dilutive securities.


F-6





***New
      Accounting Pronouncements***




In
      September 2006, the FASB issued SFAS No. 157; "Fair Value Measurements", that
      defines fair value, establishes a framework for measuring fair value in
      generally accepted accounting principles ("GAAP"), and expands disclosures
      about
      fair value measurements. This Statement applies under other accounting
      pronouncements that require or permit fair value measurements. Prior to this
      Statement, there were different definitions of fair vale and limited guidance
      for applying those definitions in GAAP. Moreover, that guidance was dispersed
      among many accounting pronouncements that require fair value measurements.
      Differences in that guidance created inconsistencies that added to the
      complexity in applying GAAP. The changes to current practice resulting from
      the
      application of this statement relate to the definition of fair value, the
      methods used to measure fair value, and the expanded disclosures about fair
      value measurements. Statement 157 is effective for financial statements issued
      for fiscal years beginning after November 15, 2007, and interim periods within
      those fiscal years. The Company has not determined the effect, if any, that
      may
      result from the adoption of SFAS 157 on its financial statements.




In
      February 2007, the FASB issued SFAS
      No.
      159 "The Fair Value Option for Financial Assets and Financial Liabilities".
      SFAS
      No. 159 permits entities to choose, at specified election dates, to measure
      eligible items at fair value (the "fair value option"). A business entity shall
      report unrealized gains and losses on items for which the fair value option
      has
      been elected in earnings at each subsequent reporting date. The objective is
      to
      improve financial reporting by providing entities with the opportunity to
      mitigate volatility in reported earnings caused by measuring related assets
      and
      liabilities differently without having to apply complex hedge accounting
      provisions. SFAS No. 159 is effective as of the beginning of an entity's first
      fiscal year that begins after November 15, 2007. Early adoption is permitted
      as
      of the beginning of a fiscal year that begins on or before November 15, 2007,
      provided the entity also elects to apply the provisions of SFAS No. 157, "Fair
      Value Measurements".The
      Company has not determined the effect, if any, that may result from the adoption
      of SFAS No. 159 on its financial statements





In
      December 2007, the FASB issued SFAS No. 141(R), "Business Combinations -
      Revised" that improves the relevance, representational faithfulness, and
      comparability of the information that a reporting entity provides in its
      financial reports about a business combination and its effects. To accomplish
      that, this statement establishes principles and requirements how the acquirer
      recognizes and measures in its financial statements the identifiable assets
      acquired, the liabilities assumed, and any noncontrolling interest in the
      acquiree, recognizes and measures the goodwill acquired in the business
      combination or a gain from a bargain purchase, and determines what information
      to disclose to enable users of the financial statements to evaluate the nature
      and financial effects of the business combination. The changes to current
      practice resulting from the application of SFAS No. 141(R) are effective for
      financial statements issued for fiscal years beginning after December 15, 2008.
      The adoption of SFAS No. 141(R) before December 15, 2008 is prohibited. The
      Company has not determined the effect, if any, that may result from the adoption
      of SFAS No. 141(R) on its financial statements.





In
      December 2007, the FASB issued SFAS No. 160, "Noncontrolling Interests in
      Consolidated Financial Statements - an amendment of ARB No. 51". The objective
      of this Statement is to improve the relevance, comparability, and transparency
      of the financial information that a reporting entity provides in its
      consolidated financial statements by establishing accounting and reporting
      standards that require the following changes. The ownership interests in
      subsidiaries held by parties other than the parent be clearly identified,
      labeled, and presented in the consolidated statement of financial position
      within equity, but separate from the parent’s equity. The amount of consolidated
      net income attributable to the parent and to the noncontrolling interest must
      be
      clearly identified and presented on the face of the consolidated statement
      of
      income. When a subsidiary is deconsolidated, any retained noncontrolling equity
      investment in the former subsidiary is initially measured at fair value. The
      gain or loss on the deconsolidation of the subsidiary is measured using the
      fair
      value of any noncontrolling equity investment rather than the carrying amount
      of
      that retained investment and entities provide sufficient disclosures that
      clearly identify and distinguish between the interests of the parent and the
      interests of the noncontrolling owners. The changes to current practice
      resulting from the application of SFAS No. 160 is effective for financial
      statements issued for fiscal years beginning after December 15, 2008, and
      interim periods within those fiscal years. The adoption of SFAS No. 160 before
      December 15, 2008 is prohibited. The Company has not determined the effect,
      if
      any, that may result from the adoption of SFAS No. 160 on its financial
      statements.





Management
      does not believe that any other recently issued, but not yet effective
      accounting pronouncements, if adopted, would have a material effect on the
      accompanying financial statements.


F-7


**Note
      3 – Going Concern**





The
      accompanying financial statements have been prepared assuming that the Company
      will continue as a going concern, which contemplates the recoverability of
      assets and the satisfaction of liabilities in the normal course of business.
      The
      Company incurred net losses from inception of $89,260 and has negative working
      capital of $36,760. These factors, among others, raise substantial doubt about
      the Company’s ability to continue as a going concern. The ability of the Company
      to continue as a going concern is dependent upon management’s plan to find a
      suitable acquisition or merger candidate, raise additional capital from the
      sale
      of stock, receive additional paid in capital and ultimately, income from
      operations. The accompanying financial statements do not include any adjustments
      that might be required should the Company be unable to recover the value of
      its
      assets or satisfy its liabilities.





**Note
      4 - Stockholders’ (Deficit)**





Preferred
      Stock





The
      preferred stock of the Company may be issued by the Board of Directors of the
      Company in one or more classes or one or more series within any class and such
      classes or series shall have such voting powers, full or limited, or no voting
      powers, and such designations, preferences, limitations, or restrictions as
      the
      Board of Directors of the Company may determine, from time to time.





Common
      Stock





On
      April
      2, 2007, the Company redeemed 2,850,000 shares of its common stock from its
      stockholders/directors of the Company, for an aggregate purchase price of
      $37,500.





Also,
      on
      April 2, 2007, the Company sold the 2,850,000 shares of the Company's common
      stock it redeemed to Trinad Capital Master Fund, Ltd., (Trinad Capital),
      representing 95% of the issued and outstanding common stock for
      $37,500.





**Note
      5 – Income Taxes**




As
      of
      December 31, 2007, the Company had approximately $90,000 of net operating loss
      (NOL) carryforwards to reduce future Federal income taxes, expiring in various
      years through 2027. During August 2007, the Company had an ownership change,
      as
      defined by the Internal Revenue Service, which may subject the NOL's to annual
      limitations which could reduce or defer the use of the NOL
      carryforwards.




As
      of
      December 31, 2007, realization of the Company's net deferred tax asset of
      approximately $35,000 was not considered more likely than not and, accordingly,
      a valuation allowance of $35,000 has been provided. During the year ended
      December 31, 2007, the valuation allowance increased by $20,500.





Management
      has evaluated and concluded that there are no significant uncertain income
      tax
      positions requiring recognition in the Company's financial statements as of
      December 31, 2007.





As
      of
      December 31, 2007, the components of the net deferred tax asset consisted of
      the
      following:




Deferred
                tax assets:Net
                operating loss carryforwards
            
            $
            35,000Valuation
                allowance
            
            
            (35,000
            )None


F-8


Income
      taxes differ from the amount computed by applying the statutory Federal income
      tax rate to loss before income taxes, as follows:





**Year
                Ended December 31,****2007**
            
            **2006**Federal
                income tax, at statutory rate
            
            $
            16,000
            
            $
            12,000State
                income tax, net of Federal benefit
            
            
            4,000
            
            
            3,000Change
                in valuation allowance
            
            
            (20,000
            )
            
            (15,000
            )Income
                taxes, as recorded
            
            
            None
            
            
            None





**Note
      6 - Related Party Transactions**





On August
      20, 2007, the Company entered into a loan agreement with Trinad
      Capital, whereby the Company may borrow up to a principal amount of
      $100,000 (Loan) prior to the Company's Next financing. The Loan bears
      interest at 10% per annum. Principal and accrued interest thereon shall be
      due
      upon the consummation of a sale of securities (other than a sale of shares
      of
      the Company’s common stock to officers, directors or employees of, or
      consultants of the Company in connection with their services to the Company),
      to
      a third party of not less than $200,000 (Next Financing). As of December 31,
      2007, accrued expenses include accrued interest of $226 due to Trinad Capital.




On
      August
      20, 2007, the Company entered into a management agreement (Management Agreement)
      with Trinad Management, LLC (“Trinad”), an affiliate of Trinad Capital. Pursuant
      to the terms of the Management Agreement, which is for a term of 5 years, Trinad
      will provide certain management services, including, without limitation the
      sourcing, structuring and negotiation of a potential business combination
      transaction involving the Company. The Company has agreed to pay Trinad a
      management fee of $90,000, per quarter, plus reimbursement of all expenses
      reasonably incurred by Trinad in connection with the management services. Either
      party may terminate with prior written notice. However, in the event the Company
      terminates the Management Agreement, it shall pay to Trinad a termination fee
      of
      $1,000,000.





Trinad
      has waived their management fees through December 31, 2007.





The
      Company utilizes the office space and equipment of Trinad Capital at no cost.
      Management estimates such amounts to be immaterial.


F-9




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





None.




**ITEM
      8A(T). CONTROLS AND PROCEDURES**




(a)
              Evaluation
                  of Disclosure Controls and Procedures. Our chief executive officer
                  (principal executive officer) and chief financial officer (principal
                  financial officer) have reviewed and evaluated the effectiveness
                  of our
                  disclosure controls and procedures (as defined in Exchange Act
                  Rules 13a-15(e) and 15d-15(e)) as of the end of the period
                  covered by this Annual Report. Based on that evaluation, our chief
                  executive officer and chief financial officer have concluded that
                  our
                  current disclosure controls and procedures are adequate and effective
                  to
                  ensure that material information relating to the Company was
                  made known to them by others, particularly during the period in
                  which this
                  Annual Report on Form 10-KSB was being prepared.
 
 (b)
              Changes
                  in Internal Controls. There were no changes in our internal controls
                  over
                  financial reporting, identified in connection with the evaluation
                  of such
                  internal controls that occurred during our last fiscal year that have
                  materially affected, or are reasonably likely to materially affect,
                  our
                  internal controls over financial
                  reporting.  (c)
              Management’s
                Report on Internal Control over Financial Reporting*.*The
                management of the Company is responsible for establishing and maintaining
                adequate internal control over financial reporting. Internal control
                over
                financial reporting is defined in Rules 13a-15(f) and 15d-15(f) under
                the
                Exchange Act as a process designed by, or under the supervision of,
                the
                Company’s principal executive and principal financial officers and
                effected by the Company’s board of directors, management and other
                personnel to provide reasonable assurance regarding the reliability
                of
                financial reporting and the preparation of financial statements for
                external purposes in accordance with generally accepted accounting
                principles. The Company’s internal control over financial reporting
                includes those policies and procedures
                that:
  ·
            pertain
                to the maintenance of records that, in reasonable detail, accurately
                and
                fairly reflect the transactions and dispositions of the assets of
                the
                Company; 
 ·
            provide
                reasonable assurance that transactions are recorded as necessary
                to permit
                preparation of financial statements in accordance with generally
                accepted
                accounting principles, and that receipts and expenditures of the
                Company
                are being made only in accordance with authorizations of management
                and
                directors of the Company; and 
 ·
            provide
                reasonable assurance regarding prevention or timely detection of
                unauthorized acquisition, use or disposition of the Company’s assets that
                could have a material effect on the financial
                statements. 
 Because
        of its inherent limitations, internal control over financial reporting may
        not
        prevent or detect misstatements. Projections of any evaluation of effectiveness
        to future periods are subject to the risk that controls may become inadequate
        because of changes in conditions, or that the degree of compliance with the
        policies or procedures may deteriorate.
 
 The
        Company’s management assessed the effectiveness of the Company’s internal
        control over financial reporting as of December 31, 2007. In making this
        assessment, management used the criteria set forth by the Committee of
        Sponsoring Organizations of the Treadway Commission (COSO) in Internal
        Control-Integrated Framework. Based on the assessment, management believes
        that, as of December 31, 2007, the Company’s internal control over financial
        reporting is effective based on those criteria.
 
 This
        Annual Report on Form 10-KSB does not include an attestation report of the
        Company’s registered public accounting firm regarding internal control over
        financial reporting. Management’s report was not subject to attestation by the
        Company’s registered public accounting firm pursuant to temporary rules of the
        SEC that permit the Company to provide only a management’s report in this Annual
        Report on Form 10-KSB.




7


**ITEM
      8B. OTHER INFORMATION.**




None.





**PART
      III**





**ITEM
      9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, CONTROL PERSONS AND CORPORATE
      GOVERNANCE; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE
      ACT.**




The
      following table contains certain information with respect to our current
      directors and executive officers.





**Name**
            
            **Age**
            
            **Principal Occupation**Robert
                S. Ellin
            
            41
            
            Director, Chief
                Executive Officer and
                PresidentJay
                A. Wolf
            
            34
            
            Director
                and SecretaryCharles
                Bentz
            
            44
            
            Chief
                Financial OfficerBarry
                I. Regenstein
            
            50
            
            Director




**Board
      of Directors and Executive Officers**




***Robert
      S. Ellin*** 41, has served as a director and our Chief Executive
      Officer since June 15, 2007 and is one of the Managing Members of
      Trinad Management, LLC. Mr. Ellin is also a Managing Member of Trinad Capital
      Master Fund, Ltd., our principal stockholder and a hedge fund dedicated to
      investing in micro-cap public companies. Mr. Ellin currently sits on the boards
      of Command Security Corporation (CMMD), ProLink Holdings Corporation (PLKH),
      MPLC, Inc. (MPNC) and U.S. Wireless Data, Inc. (USWD). Prior to joining Trinad
      Capital Master Fund Ltd., Mr. Ellin was the founder and President of Atlantis
      Equities, Inc., a personal investment company. Founded in 1990, Atlantis has
      actively managed an investment portfolio of small capitalization public company
      as well as select private company investments. Mr. Ellin frequently played
      an
      active role in Atlantis investee companies including board representation,
      management selection, corporate finance and other advisory services. Through
      Atlantis and related companies, Mr. Ellin spearheaded investments into ThQ,
      Inc.
      (OTC:THQI), Grand Toys (OTC: GRIN), Forward Industries, Inc. (OTC: FORD) and
      completed a leveraged buyout of S&S Industries, Inc. where he also served as
      President from 1996 to 1998. Prior to founding Atlantis Equities, Mr. Ellin
      worked in Institutional Sales at LF Rothschild and prior to that he was the
      Manager of Retail Operations at Lombard Securities. Mr. Ellin received his
      B.A.
      from Pace University.




8




***Jay
      A. Wolf***34, ** has served as a director since
      June 25, 2007 and our Secretary since June 15, 2007 and is one of
      the Managing Members of Trinad Management, LLC. Mr. Wolf is also
      a Managing Director of Trinad Capital Master Fund Ltd. Mr. Wolf currently sits
      on the boards of Shells Seafood Restaurants (SHLL), ProLink Holdings Corporation
      (PLKH), U.S. Wireless Data, Inc. (USWD) and Optio Software, Inc. Mr.
      Wolf has ten years of investment and operations experience in a broad range
      of
      industries. Mr. Wolf is a co-founder of Trinad Capital, L.P., where he served
      as
      a managing director since its inception in 2003. Prior to founding Trinad,
      Mr.
      Wolf served as the Executive Vice-President of Corporate Development for Wolf
      Group Integrated Communications where he was responsible for the company’s
      acquisition program. Prior to Wolf Group Integrated Communications, Mr. Wolf
      worked at Canadian Corporate Funding, a Toronto-based merchant bank, in the
      senior debt department, and subsequently for Trillium Growth, the Canadian
      Corporate Funding’s venture capital fund. Mr. Wolf received his B.A from
      Dalhousie University.




***Charles
      Bentz*** 44, has
      served as our Chief Financial Officer since June 15, 2007 and has 20 years
      of
      accounting and administrative experience in the asset management industry and
      is
      a Certified Public Accountant.  Prior to joining to joining Trinad
      Management, LLC, Mr. Bentz was a Vice President and the Controller of Fletcher
      Asset Management; Vice President, Controller and Head of Fund Administration
      & Compliance of the Reserve Funds; Vice President and head of fund
      administration & compliance of BlackRock Inc.; Vice president and Controller
      of HHF Acquisition Corp.; and Associate Vice President of Prudential Mutual
      Fund
      Management. Mr. Bentz is the Chief Financial Officer of Zane
      Acquisition I and Zane Acquisition II. Mr. Bentz began his career
      at Deloitte & Touche, and holds a Bachelor of Science in Accounting from
      Villanova University.





***Barry
      I. Regenstein*** 50, **** has
      served as a director since June 15, 2007 and is the President and Chief
      Financial Officer of Command Security Corporation. TCMF is a significant
      shareholder of Command Security Corporation. Trinad
      Capital Master Fund, Ltd. is a significant shareholder of Command Security
      Corporation and Mr. Regenstein has formerly served as a consultant for Trinad
      Capital Master Fund, Ltd. Mr. Regenstein has over 28 years of experience with
      23
      years of such experience in the aviation services industry. Mr. Regenstein
      was
      formerly Senior Vice President and Chief Financial Officer of Globe Ground
      North
      America (previously Hudson General Corporation), and previously served as the
      company’s Controller and as a Vice President. Prior to joining Hudson General
      Corporation in 1982, he had been with Coopers & Lybrand in Washington, D.C.
      since 1978. Mr. Regenstein currently sits of the boards of GTJ Co., Inc.,
      ProLink Holdings Corporation (PLKH) and MPLC, Inc. (MPNC).  Mr. Regenstein
      is a Certified Public Accountant and received his Bachelor of Science in
      Accounting from the University of Maryland and an M.S. in Taxation from Long
      Island University.




**Audit
      Committee**




We
      do not
      currently have an Audit Committee because we are not an operating company.
      If
      and when we find a suitable merger candidate and we successfully enter into
      a
      merger transaction whereby a company with assets and operations survives, we
      intend to establish an Audit Committee that fulfills the independent and other
      requirements promulgated by the SEC.




**Section
      16(A) Beneficial Ownership Reporting Compliance**




Section
      16(a) of the Exchange Act requires our officers, directors, and persons owning
      more than ten percent of a registered class of our equity securities (“ten
      percent stockholders”) to file reports of ownership and changes of ownership
      with the SEC. Officers, directors, and ten-percent stockholders are required
      by
      SEC regulations to furnish us with copies of all Section 16(a) reports they
      file
      with the SEC. To the best of our knowledge, based solely on review of the copies
      of such reports and amendments thereto furnished to us, we believe that during
      our fiscal year ended December 31, 2007, all Section 16(a) filing requirements
      applicable to our officers, directors, and ten percent stockholders were
      met.




9




**Code
      of Ethics**




We
      do not
      currently have a code of ethics because we are not an operating company. If
      and
      when we find a suitable merger candidate and we successfully enter into a merger
      transaction whereby a company with assets and operations survives, we intend
      to
      establish a code of ethics.




**ITEM
      10. EXECUTIVE COMPENSATION**





On
      August
      20, 2007, we entered into a Management Agreement (the “Management
      Agreement”) with Trinad Management, LLC (“Trinad”), an affiliate of TCMF.
      Pursuant to the terms of the Management Agreement, which is for a term
      of five years, Trinad will provide certain management services, including,
      without limitation the sourcing, structuring and negotiation of a potential
      business combination transaction involving the Company has agreed to pay Trinad
      a management fee of $90,000 per quarter, plus reimbursement of all expenses
      reasonably incurred by Trinad in connection with the provision of management
      services. Management fees for the year ended December 31, 2007 were voluntarily
      waived by Trinad. Either party may terminate with prior written notice.
      However, in the event the registrant terminates the Management Agreement, it
      shall pay to Trinad a termination fee of $1,000,000.




Other
      than as described above, there are no management agreements with our directors
      or executive officers and we do not anticipate that written agreements will
      be
      put in place in the foreseeable future.




We
      have
      no plans or arrangements with respect to remuneration received or that may
      be
      received by our executive officers to compensate such officers in the event
      of
      termination of employment (as a result of resignation, retirement, change of
      control) or a change of responsibilities following a change of
      control.




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




The
      following tables set forth certain information regarding the beneficial
      ownership of our common stock as of March 26, 2008, by the (i) named executive
      officers, (ii) all persons, including groups, known to us to own beneficially
      more than five percent (5%) of the outstanding common stock, and (iii) all
      current executive officers and directors as a group. A person (or group) is
      deemed to be a beneficial owner of common stock if it can be acquired
      by such person or group within 60 days from March 24, 2008, upon the exercise
      of
      warrants, options or other rights exercisable for, or convertible into, common
      stock. As of March 26, 2008, there were a total of 3,000,000 shares of common
      stock outstanding.




Except
      as
      otherwise indicated, the address of each of the following persons is c/o Zane
      Acquisition II, Inc., 2121 Avenue of the Stars, Suite 2550, Los Angeles, CA
      90067:




**CERTAIN
      HOLDERS OF COMMON STOCK**




**Beneficially Owned as of**
              **December 31, 2007 (1)****Number of**
            
            **Percent of****Name
                and Address of Owner**
            
            **Shares**
            
            **Class**Trinad
                Capital Master Fund Ltd (TCMF).
            
            
            2,850,000
            
            
            95
            %Current
                directors or officers:Robert
                S. Ellin
            
            
            2,850,000
            (1)
            
            95
            %Jay
                A. Wolf
            
            
            2,850,000
            (1)
            
            95
            %All
                current directors and named executive officers asa
                group (four persons)
            
            
            5,870,000
            
            
            94.04
            %




(1)
      TCMF
      owns approximately 94% of our outstanding common stock. Robert Ellin and Jay
      Wolf, two of our directors and executive officers, are principals of Trinad
      Management, LLC which serves as the investment advisor to TCMF. As
      a
      result, each of Messrs. Ellin and Wolf may be deemed to benefically own an
      aggregate of 2,850,000 shares of Common Stock. Each of Messrs. Ellin and Wolf
      disclaims beneficial ownership of these securities except to the extent of
      their
      pecuniaryinterest therein.




10




**Changes
      in Control**





We
      are
      unaware of any contract or other arrangement which may at a subsequent date
      result in a change in control of our Company.




**ITEM
      12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
      INDEPENDENCE**




On
      August
      20, 2007, the Company executed a loan agreement (the "Loan Agreement") with
      TCMF, whereby TCMF agreed to loan to the Company up to a principal amount of
      $100,000 (the “Loan”) upon Company's consummation of a Next Financing (as
      defined below). TCMF shall make advances to the Company in such amounts as
      the
      Company shall request from time to time. The Loan bears interest at the rate
      of
      10% per annum. The entire outstanding principal amount of the Loan and any
      accrued interest thereon shall be due and payable by the Company on the
      consummation of a sale of shares (other than a sale of shares of the Company’s
      common stock, $0.0001 par value per share, to officers, directors or employees
      of, or consultants to, the Company in connection with services provided to
      the Company) to a third party or parties with proceeds to the Company of
      not less than $200,000 (a “Next Financing”). No amounts were borrowed against
      this loan at December 31, 2007.




11


On
      August
      20, 2007, the Company entered into a Management Agreement (the “Management
      Agreement”) with Trinad Management, LLC (“Trinad”), an affiliate of TCMF.
      Pursuant to the terms of the Management Agreement, which is for a term
      of five years, Trinad will provide certain management services, including,
      without limitation, the sourcing, structuring and negotiation of a potential
      business combination transaction involving the Company. The Company has agreed
      to pay Trinad a management fee of $90,000 per quarter, plus reimbursement of
      all
      expenses reasonably incurred by Trinad in connection with the provision of
      management services. Management
      fees for the year ended December 31, 2007 were voluntarily waived by
      Trinad. Either party may terminate the Management Agreement with
      prior written notice. However, in the event the Company terminates the
      Management Agreement, it shall pay to Trinad a termination fee of
      $1,000,000.




Our
      board
      of directors currently consists of three members. They are Robert Ellin, Jay
      Wolf and Barry Regenstein. Mr. Regenstein is an independent director. We have
      determined his independence using the definition of independence set forth
      in
      NASD Rule 4200.




12





**ITEM
      13. EXHIBITS**




EXHIBIT
              NUMBER
            
            DESCRIPTION OF EXHIBIT2.1
            
            Common
                Stock Purchase Agreement dated April 2, 2007 between the Registrant,
                TCMF and the Initial Stockholders (2)2.2
            
            Redemption
              Agreement dated April 2, 2007 (2)3.1
            
            Certificate
                of Incorporation (3)3.2
            
            Bylaws
                (4)10.1
            
            Loan
                Agreement with Trinad Capital Master Fund, Ltd., dated August 20,
                2007
                (1)10.2
            
            Management
                Agreement dated August 20, 2007 between Company and Trinad
                Management, LLC (1)31.1
            
            Certification
                of Chief Executive Officer *31.2
            
            Certification
                of Chief Financial Officer *32.1
            
            Certification
                of Principal Executive Officer pursuant to U.S.C. Section 1350
                *32.2
            
            Certification
                of Principal Financial Officer pursuant to U.S.C. Section 1350
                *







*
      Filed
      herewith.





(1)
      Incorporated by reference to the Registrant’s Current Report on Form 8-K dated
      August 23, 2007


(2)
      Incorporated by reference to the Registrant's Current Report on Form 8-K dated
      April 4, 2007


(3)
      Incorporated by reference to the Registrant's Current Report on Form 10-SB
      dated
      October 19, 2006.


(4)
        Incorporated by reference to the Registrant's Current Report on Form 8-K
        dated January 9, 2006.




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





The
      following table presents fees for professional audit services rendered by Raich
      Ende Malter & Co. LLP for
      the
      years ended December 31, 2007 and 2006:




**2007**
            
            **2006**Audit
                fees:(1)
            
            $
            22,000
            
            $
            16,500Audit
                related fees:(2)
            
            
            0
            
            
            0Tax
                fees:(3)
            
            
            0
            
            
            0All
                other fees:(4)
            
            
            0
            
            
            0Total
            
            $
            22,000
            
            $
            16,500




13




**Policy
      on Pre-Approval of Audit and Permissible Non-audit Services of Independent
      Auditors**




Consistent
      with SEC policies regarding auditor independence, the Board of Directors has
      responsibility for appointing, setting compensation and overseeing the work
      of
      the independent auditor. In recognition of this responsibility, the Board of
      Directors has established a policy to pre-approve all audit and permissible
      non-audit services provided by the independent auditor.




Prior
      to
      engagement of the independent auditor for the next year’s audit, management will
      submit an aggregate of services expected to be rendered during that year for
      each of the following four categories of services to the Board of Directors
      for
      approval.




1. **Audit** services
      include audit work performed in the preparation of financial statements, as
      well
      as work that generally only the independent auditor can reasonably be expected
      to provide, including comfort letters, statutory audits, and attest services
      and
      consultation regarding financial accounting and/or reporting
      standards.




2. **Audit-Related** services
      are for assurance and related services that are traditionally performed by
      the
      independent auditor, including due diligence related to mergers and
      acquisitions, employee benefit plan audits, and special procedures required
      to
      meet certain regulatory requirements.




3. **Tax** services
      include all services performed by the independent auditor’s tax personnel except
      those services specifically related to the audit of the financial statements,
      and includes fees in the areas of tax compliance, tax planning, and tax
      advice.




4. **Other
      Fees** are
      those associated with services not captured in the other
      categories.




Prior
      to
      engagement, the Board of Directors pre-approves these services by category
      of
      service. The fees are budgeted and the Board of Directors requires the
      independent auditor and management to report actual fees versus the budget
      periodically throughout the year by category of service. During the year,
      circumstances may arise when it may become necessary to engage the independent
      auditor for additional services not contemplated in the original pre-approval.
      In those instances, the Board of Directors requires specific pre-approval before
      engaging the independent auditor.




The
      Board
      of Directors may delegate pre-approval authority to one or more of its members.
      The member to whom such authority is delegated must report, for informational
      purposes only, any pre-approval decisions to the Board of Directors at its
      next
      scheduled meeting.




Our
      Board
      of Directors pre-approved the retention of Raich
      Ende Malter & Co. LLP for all
      audit and audit-related services during fiscal year 2007.




14





**SIGNATURES**




In
      accordance with Section 13 or 15 of the Exchange Act, the Registrant caused
      this
      Report to be signed on its behalf by the undersigned, thereunto duly
      authorized.




Zane
                Acquisition II, Inc.Dated:
                March 31,
                2008
            By:
            /s/
                Robert S. EllinRobert
                S. Ellin
              Chairman
                of the Board,
              Chief
                Executive Officer




In
      accordance with the requirements of the Exchange Act, this Report has been
      signed below by the following persons in the capacities and on the dates
      indicated.





**Signatures**
            
            **Title**
            
            **Date**/s/
                Robert S. Ellin
            
            Director
                and Chief Executive
            
            March
                31,
                2008Robert
                S. Ellin
            
            Officer/s/
                Jay A. Wolf
            
            Director
                and Secretary
            
            March
                31,
                2008Jay
                A. Wolf/s/
                Charles Bentz
            
            Chief
                Financial Officer
            
            March
                31,
                2008Charles
                Bentz






15