**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


WASHINGTON,
      D.C. 20549




**FORM
      20-F**




(Mark
      One)


** ̈**
              **REGISTRATION
                  STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE
                  ACT
                  OF 1934**
                
                **OR****x**
              **ANNUAL
                  REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
                  ACT OF
                  1934****For
                  the fiscal year ended December 31, 2007**
                **Commission
                  file number: **000-52442****
                
                **OR**** ̈**
              **TRANSITION
                  REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
                  ACT OF
                  1934****For
                  the transition period from_________ to**** ̈**
              **OR**
                
                **SHELL
                  COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
                  EXCHANGE
                  ACT OF 1934**
                
                **Date
                  of event requiring this shell company
                  report____________________**




**RODMAN
      INTERNATIONAL ENTERPRISE III, LTD.**


**(Exact
      name of Registrant as specified in its charter)**





**N/A**
            **BRITISH
                VIRGIN ISLANDS****(Translation
                of Registrant's**
            **(Jurisdiction
                of incorporation****name
                into English)**
            **or
                organization)**





Craigmuir
      Chambers


Road
      Town


Tortola,
      British Virgin Islands


+1
      (284)
      494-2233





(Address
      of principal executive offices)





Kirk
      M.
      Warshaw


47
      School
      Avenue


Chatham,
      NJ 07928


+1
      (973)
      635-4047


kirk@warshaw.com





(Name,
      Telephone, E-mail and/or Facsimile number and


Address
      of Company Contact Person)





Copies
      to:


David
      N.
      Feldman, Esq.


Feldman
      Weinstein & Smith LLP


420
      Lexington Avenue, Suite 2620


New
      York,
      NY 10170


+1
      (212)
      869-7000




**Securities
      registered or to be registered pursuant to Section 12(b) of the
      Act.**




None.


**(Title
      of Class)**





**Securities
      registered or to be registered pursuant to Section 12(g) of the Act:**





**Title of each class**
            
            **Name of each exchange on which registered**Ordinary
                Voting Shares
            
            None.





**Securities
      for which there is a reporting obligation pursuant to Section 15(d) of the
      Act:**





None.


**(Title
      of Class)**




Indicate
      the number of outstanding shares of each of the issuer’s classes of capital or
      common stock as of the close of the period covered by the annual report:
      2,510,000 ordinary shares




Indicate
      by check mark if the registrant is a well-known seasoned issuer, as defined
      in
      Rule 405 of the Securities Act.




Yes  ̈ No x




If
      this report is an annual or transition report, indicate by check mark if the
      registrant is not required to file reports pursuant to Section 13 or 15(d)
      of the Securities Exchange Act of 1934.




Yes x No  ̈




Note–Checking
      the box above will not relieve any registrant required to file reports pursuant
      to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their
      obligations under those Sections.




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  ̈ No x




Indicate
      by check mark whether the registrant is a large accelerated filer, an
      accelerated filer, or a non-accelerated filer. See definition of accelerated
      filer and large accelerated filer in Rule 12b-2 of the Exchange Act. (Check
      one):




Large
      accelerated filer  ̈ Accelerated
      filer  ̈ Non-accelerated
      filer x







Indicate
      by check mark which financial statement item the registrant has elected to
      follow.




Item
      17 x Item
      18  ̈




Indicate
      by check mark which basis of accounting the registrant has used to prepare
      the
      financial statements included in this filing:




x U.S.
      GAAP




 ̈ International
      Financial Reporting Standards as issued by the International Accounting
      Standards Board




 ̈  Other




If
      “Other” has been checked in response to the previous question, indicate by check
      mark which financial statement item the registrant has elected to
      follow.




 ̈  Item
      17




 ̈ Item
      18




If
      this is an annual report, indicate by check mark whether the registrant is
      a
      shell company (as defined in Rule 12b-2 of the Exchange Act).




Yes x No  ̈




(APPLICABLE
      ONLY TO ISSUERS INVOVLED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE
      YEARS)





Indicate
      by check mark whether the registrant has filed all documents and reports
      required to be filed by Section 12, 13 or 15(d) of the Securities Exchange
      Act
      of 1934 subsequent to the distribution of securities under a plan confirmed
      by a
      court.




Yes  ̈ No  ̈








**INDEX**





Page**PART
                I**ITEM   1.
            IDENTITY
                OF DIRECTORS, SENIOR MANAGEMENT
            5AND
                ADVISERSITEM   2.
            OFFER
                STATISTICS AND EXPECTED TIMETABLE
            6ITEM   3.
            KEY
                INFORMATION
            6ITEM   4.
            INFORMATION
                ON THE COMPANY
            14ITEM   5.
            OPERATING
                AND FINANCIAL REVIEW AND PROSPECTS
            16ITEM   6.
            DIRECTORS,
                SENIOR MANAGEMENT AND EMPLOYEES
            18ITEM   7.
            MAJOR
                SHAREHOLDERS AND RELATED PARTY
            20TRANSACTIONSITEM   8.
            FINANCIAL
                INFORMATION
            21ITEM   9.
            THE
                OFFER AND LISTING
            21ITEM  10.
            ADDITIONAL
                INFORMATION
            21ITEM  11.
            QUANTITATIVE
                AND QUALITATIVE DISCLOSURES
            24ABOUT
                MARKET RISKITEM  12.
            DESCRIPTION
                OF SECURITIES OTHER THAN EQUITY
            24SECURITIES**PART II**ITEM 13.
            DEFAULTS,
                DIVIDEND ARREARAGES AND DELINQUENCIES
            25ITEM 14.
            MATERIAL
                MODIFICATIONS TO THE RIGHTS OF SECURITY
            25HOLDERS
                AND USE OF PROCEEDSITEM 15T.
            CONTROLS
                AND PROCEDURES
            25ITEM 16A.
            AUDIT
                COMMITTEE FINANCIAL EXPERT
            25ITEM 16B.
            CODE
                OF ETHICS
            25ITEM 16C.
            PRINCIPAL
                ACCOUNTANT FEES AND SERVICES
            25ITEM 16D.
            EXEMPTIONS
                FROM THE LISTING STANDARDS FOR AUDIT
            26COMMITTEESITEM 16E
            PURCHASES
                OF EQUITY SECURITIES BY THE ISSUER AND
            26AFFILIATED
                PURCHASERS**PART III**ITEM 17.
            FINANCIAL
                STATEMENTS
            26ITEM 18.
            FINANCIAL
                STATEMENTS
            26ITEM 19.
            EXHIBITS
            26SIGNATURES
            28CERTIFICATIONS
            38




4




**FOREIGN
      PRIVATE ISSUER STATUS AND CURRENCY**





**Foreign
      Private Issuer Status**





Rodman
      International Enterprise III, Ltd. (“we”, “our”, “us” or the "Company") is a
      corporation incorporated under the laws of the British Virgin Islands (the
      “BVI”). All of our ordinary voting shares, par value $.0001 per share (the
“Voting Shares”) are held by non-United States citizens and residents, and our
      business is administered principally outside the United States (“U.S.”). As
      a
      result, we believe that we qualify as a "foreign private issuer" to file our
      annual report on Form 20-F (this “Annual Report”).





**Currency**





The
      financial information presented in this Annual Report is expressed in U.S.
      Dollars, and the financial data in this Annual Report is presented in accordance
      with accounting principles generally accepted in the U.S. All dollar amounts
      set
      forth in this report are in U.S. Dollars.





**PART
      I**





ITEM
      1.
      IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS




A.
      Directors and Senior Management.





Name
                and Address
            
            TitleArnold
                P. Kling
            
            President
                and Director712
                Fifth Avenue, 11thFloorNew
                York, NY 10019U.S.A.Kirk
                M. Warshaw
            
            Chief
                Financial Officer and Secretary47
                School AvenueChatham,
                NJ 07928U.S.A.Daniel
                Marty
            
            DirectorZugerstrasse
                76-bBaar
                6340SwitzerlandDr.
                Stefan Saladin
            
            DirectorSeeblickstrasse
                198038
                ZurichSwitzerland





B.
      Advisers.





None.


5




C.
      Auditors





Sherb
      & Co., LLP


805
      Third
      Avenue


New
      York,
      NY 10022


U.S.A.





Sherb
      & Co., LLP is registered with the Public Company Accounting Oversight
      Board.





ITEM
      2.
      OFFER STATISTICS AND EXPECTED TIMETABLE





Not
      applicable.





ITEM
      3.
      KEY INFORMATION





The
      financial statements of the Company are attached hereto and found immediately
      following the text of this Annual Report. The audit report of Sherb & Co.,
      LLP is included herein immediately preceding the financial statements and
      schedules. Listed below is a summary of the Company’s selected financial data as
      required by Item 3:





A.
      Selected Financial Data.





The
      selected financial data of the Company for the fiscal years ended December
      31,
      2007 and July 6, 2006 (Inception) to December 31, 2006 was derived from the
      financial statements of the Company that have been audited by Sherb & Co.,
      LLP.  The selected financial data should be read in conjunction with
      the financial statements and other financial information included elsewhere
      in this
      Annual Report.





**For the Year Ended**
              **December 31, 2007**
            
            **For the Period from**
              **July 6, 2006 (Inception) to**
              **December 31, 2006**Net
                sales/operating revenues
            
            $
            0
            
            $
            0Loss
                from operations
            
            
            (17,045
            )
            
            (36,533
            )Loss
                from continuing operations
            
            
            (17,045
            )
            
            (36,533
            )Net
                loss from continuing operations per share
            
            $
            (0.01
            )
            $
            (0.01
            )Loss
                from continuing operations per share
            
            $
            (0.01
            )
            $
            (0.01
            )Total
                assets
            
            $
            12,998
            
            $
            1,518Stockholders’
                equity (deficit)
            
            $
            (2,527
            )
            $
            1,518




The
      number of shares adjusted to reflect changes in capital is 10,000 Voting Shares
      and 2,500,000 non-voting ordinary shares,
      par value  $.0001
      per share (the
      “Non-Voting Shares”).





The
      Company has not declared any dividends on its Voting Shares or Non-Voting Shares
      since incorporation and does not anticipate that it will do so in the
      foreseeable future.





**Exchange
      Rates** ******





The
      official currency of the BVI is the U.S. Dollar. Therefore, disclosure of the
      exchange rate between the BVI and the U.S. is not applicable.


6





B.
      Capitalization and Indebtedness.





As
      of May
      31, 2008, the Company’s capitalization was $51,050. At such date the Company had
      no debt.





C.
      Reasons for the Offer and Use of Proceeds.





Not
      applicable.




D.
      Risk
      Factors. ****





***An
      investment in our securities is highly speculative and subject to numerous
      and
      substantial risks. These risks include those set forth below and elsewhere
      in
      this Annual Report on Form 20-F. Readers are encouraged to review these risks
      carefully before making any investment decision.***





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





Conflicts
      of interest create the risk that management may have an incentive to act
      adversely to the interests of other investors. A conflict of interest may arise
      between our management's personal pecuniary interest and its fiduciary duty
      to
      our shareholders. Further, our management's own pecuniary interest may at some
      point compromise its fiduciary duty to our shareholders. In addition, Arnold
      P.
      Kling, Kirk M. Warshaw, Daniel Marty and Dr. Stefan Saladin, our officers and
      directors, are currently involved with other blank check companies and conflicts
      in the pursuit of business combinations with such other blank check companies
      with which they and affiliates of our majority shareholders are, and may in
      the
      future be, affiliated with may arise. If we and the other blank check companies
      that our officers and directors are affiliated with desire to take advantage
      of
      the same opportunity, then those officers and directors that are affiliated
      with
      both companies would abstain from voting upon the opportunity. Further, Rodman
      & Renshaw, LLC (“Rodman & Renshaw”), a U.S. registered broker-dealer and
      affiliate of our majority shareholder of Non-Voting Shares, may act as
      investment banker, placement agent or financial consultant to the Company in
      connection with a potential business combination transaction and may receive
      a
      fee and/or securities for providing such services. We cannot assure you that
      conflicts of interest among us, Rodman & Renshaw, our management and our
      shareholders will not develop.





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




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





***We
      face a number of risks associated with potential
      acquisitions.***





We
      intend
      to use reasonable efforts to complete a merger or other business combination
      with an operating business. Such combination will be accompanied by risks
      commonly encountered in acquisitions, including, but not limited to,
      difficulties in integrating the operations, technologies, products and personnel
      of the acquired companies and insufficient revenues to offset increased expenses
      associated with acquisitions. Failure to manage and successfully integrate
      acquisitions we make could harm our business, our strategy and our operating
      results in a material way.


7





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





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





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





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





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





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




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





While
      seeking a business combination, management anticipates devoting very limited
      time to the Company's affairs in total. Our officers have not entered into
      written employment agreements with us and are not expected to do so in the
      foreseeable future. This limited commitment may adversely impact our ability
      to
      identify and consummate a successful business combination.





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





Target
      companies that fail to comply with U.S. Securities and Exchange Commission
      (the
“SEC”) reporting requirements may delay or preclude acquisition. Sections 13 and
      15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
      require reporting companies to provide certain information about significant
      acquisitions, including certified financial statements for the company acquired,
      covering one, two, or three years, depending on the relative size of the
      acquisition. The time and additional costs that may be incurred by some target
      entities to prepare these statements may significantly delay or essentially
      preclude consummation of an acquisition. Otherwise suitable acquisition
      prospects that do not have or are unable to obtain the required audited
      statements may be inappropriate for acquisition so long as the reporting
      requirements of the Exchange Act are applicable.


8





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





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




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





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





***There
      is currently no trading market for our Voting Shares, and liquidity of our
      Voting Shares is limited.***





Our Voting
      Shares are
      not
      registered under the securities laws of any state or other jurisdiction, and
      accordingly there is no public trading market for the Voting
      Shares . 
      Further, no public trading market is expected to develop in the foreseeable
      future unless and until the Company completes a business combination with an
      operating business and the Company thereafter files a registration statement
      under the Securities Act of 1933, as amended (the “Securities Act”). 
Therefore, our Voting Shares  cannot
      be
      offered, sold, pledged or otherwise transferred unless subsequently registered
      pursuant to, or exempt from registration under, the Securities Act and any
      other
      applicable federal or state securities laws or regulations.  Our Voting
      Shares  cannot
      be
      sold under the exemption from registration provided by Section 4(1) of the
      Securities Act in accordance with the letter from Richard K. Wulff, Chief of
      the
      Office of Small Business Policy of the SEC’s Division of Corporation Finance, to
      Ken Worm of NASD Regulation, dated January 21, 2000 (the “Wulff Letter”). 
The Wulff Letter provides that certain private transfers of the shares of common
      stock may be prohibited without registration under federal securities
      laws.  Further, stockholders may rely on the exemption from registration
      provided by Rule 144 of the Securities Act (“Rule 144”), subject to certain
      restrictions, starting one year after (i) the completion of a business
      combination with a private company in a reverse merger or reverse takeover
      transaction after which the company would cease to be a “shell company” (as
      defined in Rule 12b-2 under the Exchange Act) and (ii) the disclosure of certain
      information on a Current Report on Form 8-K within four business days thereafter
      and only if the Company has been current in all of its periodic SEC filings
      for
      the 12 months preceding the contemplated sale of stock.





Compliance
      with the criteria for securing exemptions under federal securities laws and
      the
      securities laws of the various states is extremely complex, especially in
      respect of those exemptions affording flexibility and the elimination of trading
      restrictions in respect of securities received in exempt transactions and
      subsequently disposed of without registration under the Securities Act or state
      securities laws.


9




***There
      are issues impacting liquidity of our securities with respect to the SEC’s
      review of a future resale registration statement.***





Since
      our
      Voting Shares  issued
      prior to a business combination or reverse merger cannot currently, nor will
      they for a considerable period of time after we complete a business combination,
      be available to be offered, sold, pledged or otherwise transferred without
      being
      registered pursuant to the Securities Act, we will likely file a resale
      registration statement on Form S-1, or some other available form, to register
      for resale such Voting Shares. We cannot control this future registration
      process in all respects as some matters are outside our control. Even if we
      are
      successful in causing the effectiveness of the resale registration statement,
      there can be no assurances that the occurrence of subsequent events may not
      preclude our ability to maintain the effectiveness of the registration
      statement. Any of the foregoing items could have adverse effects on the
      liquidity of our Voting Shares.





In
      addition, the SEC has recently disclosed that it has developed internal informal
      guidelines concerning the use of a resale registration statement to register
      the
      securities issued to certain investors in private investment in public equity
      (PIPE) transactions, where the issuer has a market capitalization of less than
      $75 million and, in general, does not qualify to file a Registration Statement
      on Form S-3 to register its securities if the issuer’s securities are listed on
      the Over-the-Counter Bulletin Board (the “ OTC
      Bulletin Board ”)
      or on
      the Pink Sheets. The SEC has taken the position that these smaller issuers
      may
      not be able to rely on Rule 415 under the Securities Act (“Rule 415”), which
      generally permits the offer and sale of securities on a continued or delayed
      basis over a period of time, but instead would require that the issuer offer
      and
      sell such securities in a direct or "primary" public offering, at a fixed price,
      if the facts and circumstances are such that the SEC believes the investors
      seeking to have their shares registered are underwriters and/or affiliates
      of
      the issuer. It appears that the SEC in most cases will permit a registration
      for
      resale of up to one third of the total number of shares of common stock then
      currently owned by persons who are not affiliates of such issuer and, in some
      cases, a larger percentage depending on the facts and circumstances. Senior
      staff members have expressed their view that an issuer in most cases will have
      to wait until the later of six months after effectiveness of the first
      registration or such time as substantially all securities registered in the
      first registration are sold before filing a subsequent registration on behalf
      of
      the same investors. Since, following a reverse merger or business combination,
      we may have little or no tradable shares of our
      Voting Shares ,
      it is
      unclear as to how many, if any, Voting Shares  the
      SEC
      will permit us to register for resale, but SEC staff members have indicated
      a
      willingness to consider a higher percentage in connection with registrations
      following reverse mergers with shell companies such as the Company. The SEC
      may
      require as a condition to the declaration of effectiveness of a resale
      registration statement that we reduce or “cut back” the number of shares of
      common stock to be registered in such registration statement. The result of
      the
      foregoing is that a stockholder’s liquidity in common
      stock may
      be
      adversely affected in the event the SEC requires a cut back of the securities
      as
      a condition to allow the Company to rely on Rule 415 with respect to a resale
      registration statement, or, if the SEC requires us to file a primary
      registration statement.





***The
      Company may be subject to certain tax consequences in our business, which may
      increase our cost of doing business.***





We
      may
      not be able to structure our acquisition to result in tax-free treatment for
      the
      companies or their shareholders, which could deter third parties from entering
      into certain business combinations with us or result in your being taxed on
      consideration received in a transaction. Currently, a transaction may be
      structured so as to result in tax-free treatment to both companies, as
      prescribed by various federal and state tax provisions. We intend to structure
      any business combination so as to minimize the federal and state tax
      consequences to both us and the target entity; however, we cannot guarantee
      that
      the business combination will meet the statutory requirements of a tax-free
      reorganization or that the parties will obtain the intended tax-free treatment
      upon a transfer of stock or assets. A non-qualifying reorganization could result
      in the imposition of both federal and state taxes that may have an adverse
      effect on both parties to the transaction.


10




***If
      we are deemed to be a foreign private investment company, U. S. investors who
      invest in our securities may suffer adverse tax
      consequences.***





If
      we are
      deemed to be a Foreign Private Investment Company, U.S. investors who invest
      in
      our securities may suffer adverse tax consequences. **** These
      consequences may **** include
      being subject to U.S. taxation at possibly adverse or higher rates and under
      a
      system that may be more complicated and unfamiliar to them.





***The
      ability of our Board of Directors to issue shares in one or more series of
      shares without shareholder approval may have the effect of delaying, deterring
      or preventing a change in control of the Company.*** **





Our
      Memorandum of Association (the “Memorandum”) provides that our Board of
      Directors (the
      “Board of Directors”) may
      authorize the issuance of shares in one or more classes of shares without
      shareholder approval. The ability of our Board of Directors to issue additional
      shares without shareholder approval could have the effect of delaying, deterring
      or preventing a change in control of the Company.





***There
      is a risk that the Company may be deemed insolvent under BVI corporate law,
      in
      which case a proceeding may be brought against it that could result in judicial
      dissolution.***





Under
      BVI
      corporate law, in the event a corporation’s liabilities exceed its assets and it
      cannot make payment on its obligations as they become due, the corporation
      may
      be deemed to be insolvent. If the corporation is deemed to be insolvent, a
      director, creditor or shareholder may commence a proceeding against it in order
      to mandate the corporation’s dissolution. As of December 31, 2007, the Company’s
      liabilities were $15,525, which exceeds the Company’s assets of $12,998 at
      December 31, 2007. Accordingly, at such time, the Company did not have enough
      cash on hand to satisfy its then-current obligations. There is a risk that
      one
      of our directors, creditors or shareholders may commence an action to enjoin
      the
      dissolution of the Company under BVI corporate law. However, we anticipate
      that R&R
      Enterprise Investments III, LLC, our principal shareholder of Non-Voting Shares,
      will contribute enough additional capital to the Company so that we can satisfy
      our obligations. As a result, the Company believes the risk of judicial
      dissolution to be minimal.





***The
      rights of our shareholders are not as extensive as those rights of shareholders
      of U.S. corporations.***




Principles
      of BVI corporate law relating to such matters as the validity of the Company
      procedures, the fiduciary duties of management and the rights of the Company’s
      shareholders may differ from those that would apply if the Company were
      incorporated in a jurisdiction within the U.S.  Under
      U.S. law, majority  and
      controlling shareholders generally have certain “fiduciary” responsibilities to
      the  minority
      shareholders. A U.S. shareholder action must be taken in good faith. Also,
      actions  by
      controlling shareholders in a U.S. jurisdiction and executive compensation
      which
      are  obviously
      unreasonable may be declared null and void. In
      addition, in most U.S. jurisdictions, directors owe a fiduciary duty to the corporation and  its
      shareholders, including a duty of care, pursuant to which directors must
      properly apprise  themselves
      of all reasonably  available
      information, and a duty of loyalty, pursuant to which they must protect the
      interests of  the
      corporation and refrain from conduct that injures the corporation  or
      its
      shareholders or that  deprives
      the corporation or its shareholders of any profit or advantage.  Many U.S. jurisdictions
      have enacted various statutory provisions which permit the monetary  liability
      of  directors
      to be eliminated or limited. Under BVI law,
      liability of a director of a  corporation
      to the  corporation
      is basically limited to cases of willful malfeasance in the  performance
      of his duties or  to
      cases
      where the director has not acted honestly and in good faith and in the best
      interests of the corporation.




Further, BVI law
      does not protect the interests of the minority shareholders to the extent that
      the law in the U.S. protects the minority shareholders in U.S. corporations.
      Our
      shareholders may have difficulty in protecting their interests in the face
      of
      actions by the Board of Directors and may have more limited rights than they
      might have as shareholders of a company incorporated in many U.S.
      jurisdictions.


11




***The
      protection available to the Company’s shareholders may be limited under BVI
      law*** *.*





The
      rights of our shareholders will be governed by the Memorandum and the Articles
      of Association of the Company (the “Articles”), as interpreted in accordance
      with the laws of the BVI.  Where any provision of any contractual
      arrangement between a shareholder and the Company or any third party
      is inconsistent with the provisions of the Memorandum and Articles of the
      Company, the shareholder may be unable to claim certain remedies, including
      specific performance, for breach of such provision against the
      Company.  Any remedies available to a shareholder of the
      Company may be limited to remedies available under BVI law and
      regulation which may not afford the same protection to minority or
      other shareholders as is available under the laws or regulations
      of the shareholder’s home jurisdiction or under other jurisdictions' laws
      and regulations.





***Our
      status as a foreign private issuer entitles us to exemptions from certain
      reporting requirements under the Exchange Act*** *.*





We
      are a
      foreign private issuer within the meaning of rules promulgated under the
      Exchange Act. As such, we are exempt from certain of the reporting requirements
      under the Exchange Act and corporate governance standards of the New York Stock
      Exchange (“NYSE”). Should we seek to list our Voting Shares on the NYSE, because
      of these exemptions, shareholders may not be afforded the same protection or
      information generally available to shareholders holding shares in public
      companies organized in the U.S. and traded on the NYSE. However, the NYSE does
      not exempt foreign private issuers from independent audit committee
      requirements, and we will be required to disclose any significant ways our
      current corporate governance practices differ from those followed by domestic
      companies under the NYSE listing standards.





***The
      Company has not conducted market research or identification of business
      opportunities, which may affect our ability to identify a business to merge
      with
      or acquire.***





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





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




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





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





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


12




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





Our
      Memorandum authorizes the issuance of a maximum of 50,000,000 Voting
      Shares ,
      50,000,000 Non-Voting Shares and 1,000,000 shares of preferred shares, par
      value
      $.0001 per share (the “Preferred Shares” and together with the Voting Shares and
      Non-Voting Shares, the “Shares”). Any
      merger or acquisition effected by us may result in the issuance of additional
      securities without shareholder approval and may result in substantial dilution
      in the percentage of our shares held by our then existing shareholders.
      Moreover, the shares issued in any such merger or acquisition transaction may
      be
      valued on an arbitrary or non-arm's-length basis by our management, resulting
      in
      an additional reduction in the percentage of Shares held by our then existing
      shareholders. Our Board of Directors has the power to issue any or all of such
      authorized but unissued shares without shareholder approval. To the extent
      that
      additional shares are issued in connection with a business combination or
      otherwise, dilution to the interests of our shareholders will occur and the
      rights of the holders of our shares might be materially and adversely
      affected.




***We
      cannot assure you that following a business combination with an operating
      business our Voting Shares will be listed on NASDAQ or any other U.S. or foreign
      securities exchange.*** **




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




***Authorization
      of Preferred Shares.***





Our
      Memorandum authorizes the issuance of up to 1,000,000 Preferred Shares, where
      such Preferred Shares have ten votes per share and a liquidation preference
      equal to the subscription price paid per share. The Preferred Shares could
      be
      utilized, under certain circumstances, as a method of discouraging, delaying
      or
      preventing a change in control of the Company. Although we have no present
      intention to issue any of our Preferred Shares, there can be no assurance that
      we will not do so in the future.





***This
      Annual Report contains forward-looking statements and information relating
      to
      us, our industry and to other businesses.***





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


13





ITEM
      4.
      INFORMATION ON THE COMPANY





A.
      History and Development of the Company.




The
      Company was incorporated in the BVI on July 6, 2006 under the BVI Business
      Companies Act of 2004. 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 limited efforts
      to
      date to identify a possible business combination. The business purpose of the
      Company is to seek the acquisition of, or merger with, an existing operating
      company. On February 2, 2007 we filed a registration statement on Form 20-F
      with
      the SEC, and since its effectiveness, the Company has focused its efforts to
      identify a possible business combination. As of the date of this Annual Report,
      the Company has not entered into any definitive agreement regarding a business
      combination.





The
      registered office of the Company is at Craigmuir Chambers, Road Town, Tortola,
      British Virgin Islands. The telephone number of the registered office is +1
      (284) 494-2233.





(1)
      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.





The
      present shareholders of the Company will likely not have control of a majority
      of the Voting Shares 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 new directors may be appointed without any vote by
      shareholders.





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





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





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





(2)
      Reports to security holders





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


14




(b)
      The
      Company has filed reports with the SEC. The Company is a reporting foreign
      private registrant and complies with the requirements of the Exchange
      Act.





(c)
      The
      public may read and copy any materials the Company files with the SEC at the
      SEC's Public Reference Section at 100 F Street N.E., Room 1580, Washington,
      D.C.
      20549. The public may obtain information on the operation of the Public
      Reference Section by calling the SEC at 1-800-SEC-0330. Additionally, the SEC
      maintains an Internet site that contains reports, proxy and information
      statements, and other information regarding registrants that file electronically
      with the SEC, which can be found at http://www.sec.gov .




B.
      Business Overview.





The
      Company, based on its business activities, is a "blank check" company. The
      SEC
      defines those companies as "any development stage company that is issuing a
      penny stock, within the meaning of Section 3(a)(51) of the 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
      we
      are 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 an operating business. The Company will
      not
      restrict its potential candidate target companies to any specific business,
      industry or geographical location and, thus, may acquire any type of
      business.





The
      analysis of new business opportunities has and will be undertaken by or under
      the supervision of the officers and directors of the Company. The Company has
      unrestricted flexibility in seeking, analyzing and participating in potential
      business opportunities. In its efforts to analyze potential acquisition targets,
      the Company will consider the following kinds of factors:





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




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





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





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





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





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





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


15





(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.





C.
      Organizational Structure.





Not
      applicable.





D.
      Property, Plants and Equipment.





The
      Company neither rents nor owns any properties.





ITEM
      5.
      OPERATING AND FINANCIAL REVIEW AND PROSPECTS





A.
      Operating Results.





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 an operating business. 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 does not currently engage in any business activities that provide cash
      flow. The costs of investigating and analyzing business combinations for the
      next 12 months and beyond such time will be paid with money in our treasury,
      and/or through borrowings or equity investments from our shareholders,
      management or other investors.





During
      the next 12 months we anticipate incurring costs related to:


(i)
              filing
                  Exchange Act reports and other regulatory costs; and(ii)
              identifying
                  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 shareholders,
      management or other investors.





The
      Company may consider a business which has recently commenced operations, is
      a
      developing company in need of additional funds for expansion into new products
      or markets, is seeking to develop a new product or service, or is an established
      business which may be experiencing financial or operating difficulties and
      is in
      need of additional capital. In the alternative, a business combination may
      involve the acquisition of, or merger with, a company which does not need
      substantial additional capital, but which desires to establish a public trading
      market for its shares, while avoiding, among other things, the time delays,
      significant expense, and loss of voting control which may occur in a public
      offering.


16





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.





Our
      management anticipates that it will likely be able to effect only one business
      combination, due primarily to our limited financing, and the dilution of
      interest for present and prospective shareholders, which is likely to occur
      as a
      result of our management's plan to offer a controlling interest to a target
      business.





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.




B.
      Liquidity and Capital Resources.





The
      Company’s only internal and external sources of liquidity have been and are
      expected to be advances from our majority shareholder. The Company intends
      to
      obtain any additional working capital needed by requesting it from our majority
      shareholder. As of December
      31, 2007, the Company **** had
      a
      working capital deficit of approximately $2,527. As additional expenses are
      incurred, the Company expects to obtain the necessary funds from its majority
      shareholder.





Operating
      expenses are estimated to be $20,000 or less per annum and are expected to
      be
      funded by advances from our majority shareholder in the form of additional
      paid-in-capital. Cash and equivalents will be held in a U.S. domiciled bank
      account in either an interest bearing money market account or a non-interest
      bearing checking account.





C.
      Research and Development, Patents and Licenses, etc.





Not
      applicable.





D.
      Trend
      Information.




Not
      applicable.





E.
      Off-balance Sheet Arrangements.





The
      Company presently has no off balance sheet arrangements.


17




F.  Tabular
      Disclosure of Contractual Obligations.





Payments
      due by Period





***Contractual Obligations***
            
            ***Total***
            
            ***Less than 1***
              ***year***
            
            ***1-3 years***
            
            ***3-5 years***
            
            ***More than***
              ***5 years***Long-Term
                Debt Obligations
            
            
            None.Capital
                (Finance) Lease Obligations
            
            
            None.Operating
                Lease Obligations
            
            
            None.Purchase
                Obligations
            
            $
            15,525
            
            $
            15,525
            (1)Other
                Long-Term Liabilities
            
            
            None.Reflected
                on the Company’s Balance Sheet under the GAAP of the primary financial
                statements
            
            
            None.TOTAL
            
            $
            15,525





(1)
      This
      represents $10,000 in accrued director fees, $5,500 in auditors’ fees and $25 in
      accrued bank fees.





G.
      Safe
      Harbor.





Not
      applicable.





ITEM
      6.
      DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES





A.
      Directors and Senior Management.





Our
      officers and directors are as follows:




Name
            
            Age
            
            Position(s)Arnold
                P. Kling
            
            50
            
            President,
                DirectorKirk
                M. Warshaw
            
            50
            
            Chief
                Financial Officer, SecretaryDaniel
                Marty
            
            42
            
            DirectorDr.
                Stefan Saladin
            
            39
            
            Director


**Arnold
        P. Kling, President and Director** .
        Mr.
        Kling has served as President and a director of the Company since its inception.
        Mr. Kling is currently a managing director of GH Venture Partners, LLC, a
        private equity and merchant banking boutique for which he also served as
        a
        managing director and General Counsel from 1995 to 1999. From 1999 through
        August 2005, Mr. Kling was the President of Adelphia Holdings, LLC, a
        merchant-banking firm, as well as the managing member of several private
        investment funds. From 1993 to 1995 he was a senior executive and general
        counsel of a Nasdaq listed licensing and multimedia company. From 1990 through
        1993, Mr. Kling was an associate and partner in the corporate and financial
        services department of Tannenbaum, Helpern, Syracuse & Hirschtritt LLP, a
        mid-size New York law firm. Mr. Kling received a Bachelor of Science degree
        from
        New York University in International Business in 1980 and a Juris Doctor
        degree
        from Benjamin Cardozo School of Law in 1983. Mr. Kling currently serves as
        President and a director of 24Holdings, Inc. (OTCBB:TWFH), Newtown Lane
        Marketing, Incorporated (OTCBB: NWLM) and Mattmar Minerals, Inc. (OTCBB:
        MTMM),
        and President and director of Twin Lakes Delaware, Inc., Rodman International
        Enterprise I Ltd., Rodman International Enterprise II, Ltd., R&R Acquisition
        III, Inc., R&R Acquisition V, Inc., R&R Acquisition VI, Inc., R&R
        Acquisition VII, Inc., R&R Acquisition VIII, Inc., R&R Acquisition IX,
        Inc., and R&R Acquisition X, Inc., all of which are publicly reporting,
        non-trading, blank check companies.





18


**Kirk
        M. Warshaw** , **Chief
        Financial Officer and Secretary** .
        Mr.
        Warshaw has served as the Chief Financial Officer and Secretary of the Company
        since its inception. Mr. Warshaw is a financial professional who, since 1990,
        has provided clients in a multitude of different industries with advice on
        accounting, corporate finance, and general business matters. Prior to starting
        his own consulting firm, from 1983 to 1990, he held the various titles of
        Controller, Chief Financial Officer, President, and Chief Executive Officer
        at
        three separate financial institutions in New Jersey. From 1980 through 1983,
        Mr.
        Warshaw was a Senior Accountant at the public accounting firm of Deloitte,
        Haskins & Sells. Mr. Warshaw is a 1980 graduate of Lehigh University and has
        been a CPA in New Jersey since 1982. Mr. Warshaw is currently the Chief
        Financial Officer and Director of 24Holdings, Inc. (OTCBB: TWFH), Newtown
        Lane
        Marketing, Incorporated (OTCBB: NWLM) and Mattmar Minerals, Inc. (OTCBB:
        MTMM),
        and Secretary and Chief Financial Officer of Twin Lakes Delaware, Inc., Rodman
        International Enterprise I, Ltd., Rodman International Enterprise II, Ltd.,
        R&R Acquisition III, Inc., R&R Acquisition V, Inc., R&R Acquisition
        VI, Inc., R&R Acquisition VII, Inc., R&R Acquisition VIII, Inc., R&R
        Acquisition IX, Inc., and R&R Acquisition X, Inc., all of which are publicly
        reporting, non-trading, blank check companies, and a director of two privately
        owned entities.
 
 **Daniel
        Marty, Director.** Daniel
        Marty is the Chairman of the Qino-Group with its investment companies Qino
        Flagship AG, Qino Capital Partners AG and Q Capital AG, all listed at the
        BX
        Berne eXchange in Switzerland. He is currently a director of Qino Trust AG,
        a
        trust-company located in Baar, Switzerland. Mr. Marty also serves as director
        of
        Rodman International Enterprise I, Ltd. and Rodman International Enterprise
        II,
        Ltd., both of which are publicly reporting, non-trading, blank check companies.
        He is the external auditor of Lekisport AG, a company of the LEKI Group,
        the
        leading manufacturer of ski, hiking and trekking poles. Mr. Marty has 20
        years
        experience in accounting, controlling and auditing. Mr. Marty has also worked
        for various audit and consulting companies in Zug and Rotkreuz, Switzerland.
        He
        also holds the certificate “Swiss Certified Specialist for Finance and
        Accounting” since 1989 and passed the exam for Authorized Persons to Perform
        Controlled Functions (according to FSA) in 2002.
  **Dr.
        Stefan Saladin, Director** .
        D r.
        Stefan
        Saladin is currently a tax and corporate finance advisor working
        for Effgee GmbH a Swiss consulting firm located in Baar, Switzerland.
        He also serves as a manager of mergers and acquisition, turn around and
        transaction related projects. Dr. Saladin also
        serves as director
        of Ro dman
        International Enterprise I, Ltd. and Rodman
        International Enterprise II, Ltd. ,
        both of
        which are publicly reporting, non-trading, blank check companies. Prior to
        his current employment he was as a financial analyst and tax consultant for
        the
        investment management division of Swiss Post, a logistics company located
        in
        Berne. Dr. Saladin is a specialist in international financial structuring.
        He
        has over 12 years experience in corporate development, consulting and fiduciary
        services. He holds a Ph.D. in Political Economy and a graduate degree in
        Business Administration and International Relations, both from the University
        of
        St. Gallen.




B.
      Compensation.





None
      of
      the Company's officers or directors has received any cash remuneration since
      inception. Non-management directors will be entitled to receive an annual fee
      of
      U.S. $5,000, payable on December 31 for each year that they serve as a director
      of the Company. As of the date of this Annual Report, no compensation has been
      paid. **** Officers
      will not receive any remuneration upon completion of the consummation of an
      acquisition. No remuneration of any nature has been paid for or on account
      of
      services rendered by a director in such capacity. None of the officers and
      directors devotes or intends to devote more than a minimum amount of time to
      our
      affairs.





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





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


19





C.
      Board
      Practices.





The
      term
      of office of each director expires at a time fixed by the Company by means
      of a
      Resolution of Shareholders or Resolution of Directors, or until their successors
      are duly elected and qualified. If no term is fixed on the appointment of a
      director, the director serves indefinitely until the earlier of his death,
      resignation or removal. Non-management directors will be entitled to receive
      an
      annual fee of U.S. $5,000, payable on December 31 for each year that they serve
      as a director of the Company. No other directors shall receive compensation.
      Officers serve at the discretion of the Board of Directors.





D.
      Employees.




None.





E.
      Share
      Ownership. ****




Name
            
            Number of
              Shares
            
            Purchase
              Price
            
            Voting
              Rights
            
            Percent of VotingShares Outstanding
            
            Percent of
                Non-
              Voting Shares
              OutstandingR&R
                Enterprise Investments III, LLC
            
            
            2,000,000
            
            $
            200
            
            
            No
            
            
            0
            %
            
            80
            %Arnold
                P. Kling
            
            
            400,000
            
            $
            40
            
            
            No
            
            
            0
            %
            
            16
            %Kirk
                M. Warshaw
            
            
            100,000
            
            $
            10
            
            
            No
            
            
            0
            %
            
            4
            %Daniel
                Marty
            
            
            10,000
            
            $
            1
            
            
            Yes
            
            
            100
            %
            
            0
            %Dr.
                Stefan Saladin
            
            
            0
            
            $
            0
            
            
            No
            
            
            0
            %
            
            0
            %**Total**
            
            
            **2,510,000**
            
            **$**
            **251**
            
            
            **—**
            
            
            **100**
            **%**
            
            **100**
            **%**




ITEM
      7.
      MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS





A.
      Major
      Shareholders.





Name
                and Address
            
            Number of Voting Shares
            
            Percent of Voting SharesDaniel
                Marty
              Zugerstrasse
                76
              Baar
                6340
              Switzerland
            
            
            10,000
            
            
            100%





B.
      Related Party Transactions.





None.





C. Interests
        of Experts and Counsel.





None.


20





ITEM
      8.
      FINANCIAL INFORMATION





A.
      Consolidated Statements and Other Financial Information.




The
      financial statements as required under Item 8 are attached hereto and found
      immediately following the text of this Annual Report. The audit report of Sherb
      & Co., LLP is included herein immediately preceding the financial statements
      and notes to the financial statements.





B.
      Significant Changes.





None.





ITEM
      9.
      THE OFFER AND LISTING





None.





ITEM
      10.
      ADDITIONAL INFORMATION





A.
      Share
      capital





The
      information in this item is covered elsewhere in this Annual Report.





B.
      Memorandum and Articles of Association





The
      Company was incorporated in the BVI under the BVI
      Business Companies Act of 2004 (the “BVI Act”) on July 6, 2006, as amended on
      August 22, 2006. Pursuant to the Memorandum ,
      there
      are no restrictions on the business on which the Company may carry.





**Directors**





According
      to our Memorandum and
      Articles, there are no age limit requirements pertaining to the retirement
      or
      non-retirement of directors. Further, a director need not be a shareholder
      of
      the Company.





When
      a
      director of the Company is interested in a particular transaction of the
      Company, he shall disclose
      his interest to all other directors of the Company. The interested director
      may
      also (i) vote on a matter relating to the transaction, (ii)  attend
      a
      meeting of directors at which a matter relating to the transaction arises and
      be
      included among the directors present at the meeting for the purposes of a
      quorum, and (iii)  sign
      a
      document on behalf of the Company, or do any other thing in his capacity as
      a
      director, that relates to the transaction, and, subject to compliance with
      the
      BVI Act shall not, by reason of his office be accountable to the Company for
      any
      benefit which he derives from such transaction and no such transaction shall
      be
      liable to be avoided on the grounds of any such interest or
      benefit.





There
      are
      no specific provisions in the Memorandum or the
      Articles regarding a director’s power, in the absence of an independent quorum,
      to vote compensation to themselves or any
      members of their body or regarding the borrowing powers exercisable by the
      directors and how such borrowing powers can be varied.





**Shares**





The
      Company is authorized to issue a maximum of 101,000,000 Shares, par value $.0001
      per share, divided into three classes, Voting Shares, Non-Voting Shares and
      Preferred Shares. The rights, preferences and restrictions attaching to each
      class of the Company’s shares are as follows:


21





Voting
      Shares





The
      Company is authorized to issue 50,000,000 Voting Shares. Holders of Voting
      Shares are entitled to one vote for each share held of record on all matters
      to
      be acted upon by the shareholders. Holders of Voting Shares possess the right
      to
      an equal share in any dividend paid by the Company to the class of Voting
      Shares. Upon liquidation, each holder of Voting Shares is given the right to
      an
      equal share in the distribution of the surplus assets of the Company subject
      to
      the liquidation preference for Preferred Shares.





Non-Voting
      Shares





The
      Company is authorized to issue 50,000,000 convertible Non-Voting Shares. Holders
      of the Non-Voting Shares do not have a right under the Memorandum or the
      Articles to attend or to vote at shareholder meetings. Non-Voting shareholders
      are entitled to receive such dividends as paid by the Company to the class
      of
      Non-Voting Shares. All outstanding convertible Non-Voting Shares shall
      automatically convert into an equal number of Voting Shares sixty-one days
      following the consummation of any transaction by which the Company ceases to
      be
      a “shell company” as
      defined in Rule 12b-2 under the Exchange Act or when the Company or a subsidiary
      thereof completes a business combination, merger, share exchange or similar
      transaction with an operating business .
      A
      holder of the Non-Voting Shares may agree in advance to convert to a lesser
      number of Voting Shares. Upon liquidation, each holder of Non-Voting Shares
      is
      given the right to an equal share in the distribution of the surplus assets
      of
      the Company subject to the liquidation preference for Preferred
      Shares.





Preferred
      Shares





The
      Company is authorized to issue 1,000,000 Preferred Shares. Each holder of
      Preferred Shares is entitled to ten votes per Preferred Share held on any
      resolution of shareholders. Holders of Preferred Shares are entitled to an
      equal
      share in any dividend paid by the Company to the class of Preferred Shares.
      Upon
      liquidation of the Company, holders of Preferred Shares are entitled to receive
      a payment per share equal to the subscription price paid for the issue of that
      Preferred Share. Holders of Preferred Shares are given preferential treatment
      over holders of Voting Shares or Non-Voting Shares with regard to payments
      in
      the event of Company liquidation. In the event that the Company does not have
      sufficient funds to pay all holders of Preferred Shares, such available funds
      shall be distributed on a pro-rata basis. In the event of a surplus upon
      liquidation, each holder of Preferred Shares is given the right to an equal
      share in the distribution of the surplus assets of the Company.





The
      Company may by resolution redeem, purchase or otherwise acquire all or any
      of
      the Shares in the Company. However, pursuant to Article 3 of the Articles,
      the
      Company may not purchase, redeem or otherwise acquire the Shares without the
      consent of the shareholders whose Shares are to be purchased, redeemed or
      otherwise acquired unless no such consent is required by the Memorandum ,
      the
      Articles or other applicable law. To effect a purchase, redemption or other
      acquisition of Shares, a statement that the directors are satisfied on
      reasonable grounds that immediately after the acquisition the value of the
      Company’s assets will exceed its liabilities and the Company will be able to pay
      its debts as they fall due must appear in a resolution of directors. Shares
      purchased, acquired, or redeemed pursuant to the Articles may be cancelled
      or
      held as treasury shares except to the extent that such shares are in excess
      of
      50% of the issued shares in which case they shall be cancelled but remain
      available for reuse. All rights and obligations attached to treasury shares
      are
      suspended and are not exercisable by the Company while it remains held as such.
      Treasury shares may be transferred by the Company by resolution.




Pursuant
      to the Memorandum ,
      i f
      at any
      time the Shares are divided into different classes, the rights attached to
      any
      class may only be varied, whether or not the Company is in liquidation, with
      the
      consent in writing of or by a resolution passed at a meeting by the holders
      of
      not less than 50% of the issued Shares in that class. Additionally, the rights
      conferred upon the holders of the Shares of any class shall not, unless
      otherwise expressly provided by the terms of issue of the Shares of that class,
      be deemed to be varied by the creation or issue of further Shares ranking *pari
      passu* therewith.


22





The Memorandum and the
      Articles have no provisions for surrender or sinking funds and for
      discriminating against any existing or prospective holder of securities as
      a
      result of such shareholder owning a substantial number of Shares.





**Shareholder
      Meetings**





Pursuant
      to Article 7 of the Articles, any director of the Company may convene
      shareholder meetings in such manner and places within or outside the BVI as
      the
      director considers necessary or desirable. The director convening a meeting
      shall not give less than two days notice of the meeting to those shareholders
      who are entitled to vote at the meeting and to the other directors. A
      shareholder entitled to exercise 51% or more of the voting rights in respect
      to
      the matter for which the meeting is requested may, upon written request, request
      that the directors convene a meeting of shareholders. Directors of the Company
      may attend any meeting of shareholders and any separate meeting of the holder
      of
      any class or series of the Company’s Shares.





**Other
      Provisions**





There
      are
      no limitations on the right to own securities i mposed
      by
      the Memorandum or the Articles or other constituent document of the Company.
      The
      laws of the BVI may impose limitations on the right to own securities; for
      example, a minor cannot hold legal title to shares in a BVI company.





The
      Company’s Preferred Shares could be utilized, under certain circumstances, as a
      method of discouraging, delaying or preventing a change in control of the
      Company.





There
      is
      no special ownership threshold above which a shareholder’s ownership position
      must be disclosed.





C.
      Material Contracts.




None.





D.
      Exchange Controls.





There
      are
      no  laws,
      decrees, regulations or other legislation of the BVI
      which restrict the import or export of capital, including the
      availability of cash and cash equivalents for use by the Company's group, the
      remittance of dividends, interest or other payments to non-resident holders
      of
      the Company's securities.





E.
      Taxation.





There
      is
      currently no relevant capital gains tax, inheritance tax or gift tax in the
      BVI, and there is no taxation of income in the BVI.




There
      are no withholding provisions regarding taxes except in relation to the
      European Saving Directive (the “Directive”).  Withholding pursuant to the
      Directive, as implemented in the BVI pursuant to The Mutual Legal Assistance
      in
      Tax Matters, Amendment Act (the “Act”) would only arise in relation to payments
      made to an individual resident in the European Union and if such payments were
      deemed interest under the Act.





F.
      Dividends and Paying Agents.





Not
      applicable.


23





G.
      Statements by Experts.





The
      Company’s auditor for its financial statements at December
      31, 2007 **** is Sherb
      & Co., LLP, located at 805 Third Avenue, New York, NY 10022. The audit
      report is included with the related financial statements in this Annual Report.





H.
      Documents on Display.





Please
      see the Company’s Memorandum of Association, Articles of Association, Amended
      and Restated Memorandum of Association and Articles of Association, attached
      hereto as Exhibits 1.1, 1.2, 1.3 and 1.4, respectively.





I.
      Subsidiary Information.





Not
      applicable.





ITEM
      11.
      QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK





A.
      Quantitative Information about Market Risk.





Not
      applicable.





B.
      Qualitative Information about Market Risk.





Not
      applicable.





C.
      Interim Periods.





Not
      applicable.





D. Safe
      Harbor.





Not
      applicable.





ITEM
      12.
      DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES





A.
      Debt
      Securities.




None.





B.
      Warrants and Rights.





None.





C.
      Other
      Securities.




None.





D.
      American Depository Shares.




None.


24





**PART
      II**





ITEM
      13.
      DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES





Not
      applicable.





ITEM
      14.
      MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS





Not
      applicable.





ITEM
      15T.
      CONTROLS AND PROCEDURES





A.
      Disclosure Controls and Procedures.





The
      Company’s principal executive and 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
      principal executive and principal 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 20-F was being prepared.





B. Management’s
      Report on Internal Control over Financial Reporting.





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 SEC for newly public companies.





C.  Changes
      in Internal Controls.





There
      were no changes in our internal control over financial reporting, identified
      in
      connection with the evaluation of such internal control that occurred during
      our
      last fiscal year that have materially affected, or are reasonably likely to
      materially affect, our internal control over financial reporting.





ITEM
      16A.
      AUDIT COMMITTEE FINANCIAL EXPERT





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





ITEM
      16B.
      CODE OF ETHICS





We
      have
      not adopted a Code of Business Conduct and Ethics that applies to our principal
      executive officer, principal financial officer, principal accounting officer
      or
      controller, or persons performing similar functions because we are a blank
      check, shell company with no operations whose management devotes only a limited
      amount of time to our business.





ITEM
      16C.
      PRINCIPAL ACCOUNTANT FEES AND SERVICES





A.
      Audit
      Fees.





The
      aggregate fees billed by Sherb & Co., LLP for professional services rendered
      for the audit of our annual financial statements and review of financial
      statements included in our annual reports on Form 20-F or services that are
      normally provided in connection with statutory and regulatory filings were
      $5,500 for the period from July 6, 2006 (Inception) to December 31, 2006 and
      $6,000 for the fiscal year ended December 31, 2007.


25





B.
      Audit-Related Fees.





There
      were no fees billed by Sherb & Co., LLP 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 period from July 6, 2006 (Inception) to December
      31, 2006
      and
      for the fiscal year ended December 31, 2007.





C.
      Tax
      Fees.





There
      were no fees billed by Sherb & Co., LLP for professional services for tax
      compliance, tax advice, and tax planning for the period from July 6, 2006
      (Inception) to December
      31 , 2006
      and
      for the fiscal year ended December 31, 2007.





D.
      All
      Other Fees.





There
      were no fees billed by Sherb & Co., LLP for other products and services for
      the period from July 6, 2006 (Inception) to
      December 31 , 2006
      and
      for the fiscal year ended December 31, 2007.





ITEM
      16D.
      EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES





Not
      applicable.





ITEM
      16E.
      PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED
      PURCHASERS ****





None.




**PART
      III**





ITEM
      17.
      FINANCIAL STATEMENTS




The
      Company’s financial statements are stated in U.S. Dollars and are prepared in
      accordance with U.S. generally accepted accounting principles. The financial
      statements as required under Item 17 are attached hereto and found immediately
      following the text of this Annual Report. The audit report of Sherb
      & Co., LLP, is included herein immediately preceding the financial
      statements.





ITEM
      18.
      FINANCIAL STATEMENTS





The
      Company has elected to provide financial statements pursuant to Item
      17.





ITEM
      19.
      EXHIBITS





Index
      to Exhibits





Exhibit
                Number
            
            Description
                of Exhibit*1.1
            
            Memorandum
                of Association incorporated by reference.*1.2
            
            Articles
                of Association.*1.3
            
            Amended
                and Restated Memorandum of
                Association.


26





*1.4
            
            Amended
                and Restated Articles of Association.12.1
            
            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 20-F for the year ended December 31,
                2007.12.2
            
            Certification
                of the Company’s Principal Financial Officer pursuant to Section 302 of
                the Sarbanes-Oxley Act of 2002, with respect to the registrant’s Annual
                Report on Form 20-F for the year ended December 31,
                2007.13.1
            
            Certification
                of the Company’s Principal Executive Officer pursuant to 18 U.S.C. Section
                1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act
                of
                2002.13.2
            
            Certification
                of the Company’s Principal Financial Officer pursuant to 18 U.S.C. Section
                1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act
                of
                2002.





*
            Filed
                as an exhibit to the Company’s Form 20-F, as filed with the SEC on
                February 2, 2007, and incorporated herein by this
                reference.


27





**SIGNATURES**




The
      Company hereby certifies that it meets all of the requirements for filing a
      Form
      20-F and that it has duly caused and authorized the undersigned to sign this Annual
      Report on
      its
      behalf.




RODMAN
              INTERNATIONAL ENTERPRISE III, LTD.Date:
                June 6, 2008
            By:
            /s/
                Arnold P. KlingArnold
                P. KlingPresident
                and DirectorDate:
                June 6, 2008
            By:
            /s/
                Kirk M. WarshawKirk
                M. WarshawSecretary
                and Chief Financial Officer


28




Rodman
      International Enterprise III, Ltd.


(A
      Development Stage Company)




**INDEX
      TO FINANCIAL STATEMENTS**




PageREPORT
                OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
            
            
            30FINANCIAL
                STATEMENTSBalance
                Sheet as of December 31, 2007 and 2006
            
            
            31Statement
                of Operations for the period from July 6, 2006 (Date of Inception)
                to
                December 31, 2006, for the year ended December 31, 2007, and for
                the
                period July 6, 2006 (Date of Inception) to December 31,
                2007
            
            
            32Statement
                of Changes in Stockholders’ Equity for the period from July 6, 2006 (Date
                of Inception) to December 31, 2006 and for the year ended December
                31,
                2007
            
            
            33Statement
                of Cash Flows for the year ended December 31, 2007, for the period
                from
                July 6, 2006 (Date of Inception) to December 31, 2006, and for the
                period
                from July 6, 2006 (Date of Inception) to December 31, 2007
            
            
            34NOTES
                TO FINANCIAL STATEMENTS
            
            
            35





29




REPORT
      OF
      INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM




Stockholders’
      and Directors


Rodman
      International Enterprise III, Ltd.


(A
      Development Stage Company)


Chatham,
      New Jersey


We
        have
        audited the accompanying balance sheet of Rodman International Enterprise
        III,
        Ltd. (A Development Stage Company) as of December 31, 2007 and 2006, and
        the
        related statements of operations, stockholders’ equity (deficit), and cash flows
        for the period July 6, 2006 (Inception) to December 31, 2006, for the year
        ended
        December 31, 2007, and for the period July 6, 2006 (Inception) to December
        31,
        2007. These financial statements are the responsibility of the Company’s
        management. Our responsibility is to express an opinion on these financial
        statements based on our 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. 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 Rodman International Enterprise
        III, Ltd. as of December 31, 2007 and 2006, and the results of its operations
        and its cash flows for the period July 6, 2006 (Inception) to December 31,
        2006,
        for the year ended December 31, 2007 and for the period July 6, 2006 (Inception)
        to December 31, 2007, in conformity with accounting principles generally
        accepted in the United States.




/s/
                Sherb & Co., LLPCertified
                Public Accountants


New
      York,
      New York


June
      3,
      2008





30





**RODMAN
      INTERNATIONAL ENTERPRISE III, LTD.**


**(A
      Development Stage Company)**


**BALANCE
      SHEETS**





**December
                31,****2007**
            
            **2006**ASSETSCurrent
                AssetsCash
                and cash equivalents
            
            $
            12,998
            
            $
            1,518Total
                Assets
            
            $
            12,998
            
            $
            1,518LIABILITIES
                AND STOCKHOLDERS' EQUITY (DEFICIT)Current
                LiabilitiesAccrued
                expenses
            
            $
            15,525
            
            $
            -TOTAL
                CURRENT LIABILITIES
            
            
            15,525
            
            
            -Commitments
                and Contingencies
            
            
            -
            
            
            -STOCKHOLDERS'
                EQUITY (DEFICIT)Preferred
                stock, $.0001 par value; 1,000,000 shares authorized, none issued
                and
                outstanding
            
            
            -Common
                stock, $.0001 par value; convertible non-voting 50,000,000 shares
                authorized, 10,000 issued and outstanding
            
            
            1
            
            
            1Common
                stock, $.0001 par value; 50,000,000 shares authorized, 2,500,000
                issued
                and outstanding
            
            
            250
            
            
            250Additional
                paid-in capital
            
            
            50,800
            
            
            37,800Deficit
                accumulated during the development period
            
            
            (53,578
            )
            
            (36,533
            )TOTAL
                STOCKHOLDERS' EQUITY (DEFICIT)
            
            
            (2,527
            )
            
            1,518TOTAL
                LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
            
            $
            12,998
            
            $
            1,518





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





31




**RODMAN
      INTERNATIONAL ENTERPRISE III, LTD.**


**(A
      Development Stage Company)**


**STATEMENTS
      OF OPERATIONS**





Cumulative DuringFor the
            
            
            
            the DevelopmentPeriod from
            
            
            
            StageJuly 6, 2006
            
            Year Ended
            
            July 6, 2006 (Date(Date of Inception)
            
            December 31,
            
            of Inception)  toto December 31, 2006
            
            2007
            
            December 31, 2007Operating
                ExpensesProfessional
                fees
            
            $
            34,433
            
            $
            15,500
            
            $
            49,933Other
                administration costs
            
            
            2,100
            
            
            1,545
            
            
            3,645Net
                Loss
            
            $
            (36,533
            )
            $
            (17,045
            )
            $
            (53,578
            )Weighted
                average number of common shares
            
            
            2,510,000
            
            
            2,510,000Net
                loss per share:basic
                and diluted common share
            
            $
            (0.01
            )
            $
            (0.01
            )





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





32




**RODMAN
      INTERNATIONAL ENTERPRISE III, LTD.**


**(A
      Development Stage Company)**


**STATEMENT
      OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)**


**For
      the period from July 6, 2006 (Date of Inception) to December 31,
      2006**


**and
      the year ended December 31,2007**





**Deficit****Accumulated****Additional**
            
            **During the**
            
            **Total****Common stock - voting**
            
            **Common stock - non-voting**
            
            **Paid-in**
            
            **Development**
            
            **Stockholders'****Shares**
            
            **Amount**
            
            **Shares**
            
            **Amount**
            
            **Capital**
            
            **Stage**
            
            **Equity (Deficit)**Balance
                at July 6, 2006 (inception)
            
            
            -
            
            $
            -
            
            
            -
            
            $
            -
            
            $
            -
            
            $
            -
            
            $
            -Common
                shares issued
            
            
            10,000
            
            
            1
            
            
            2,500,000
            
            
            250
            
            
            -
            
            
            -
            
            
            251Contributed
                Capital
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            37,800
            
            
            -
            
            
            37,800Net
                loss
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            (36,533
            )
            
            (36,533
            )Balance
                at December 31, 2006
            
            
            10,000
            
            
            1
            
            
            2,500,000
            
            
            250
            
            
            37,800
            
            
            (36,533
            )
            
            1,518Contributed
                Capital
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            13,000
            
            
            -
            
            
            13,000Net
                loss
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            (17,045
            )
            
            (17,045
            )Balance
                at December 31, 2007
            
            
            10,000
            
            $
            1
            
            
            2,500,000
            
            $
            250
            
            $
            50,800
            
            $
            (53,578
            )
            $
            (2,527
            )




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




33





**RODMAN
      INTERNATIONAL ENTERPRISE III, LTD.**


**(A
      Development Stage Company)**


**STATEMENT
      OF CASH FLOWS**





For the
            
            Cumulative DuringPeriod from
            
            the Development StageJuly 6, 2006
            
            July 6, 2006Year Ended
            
            (Date of Inception)
            
            (Date of Inception) toDecember 31, 2007
            
            to December 31, 2006
            
            December 31, 2007CASH
                FLOWS FROM OPERATING ACTIVITIESNet
                loss
            
            $
            (17,045
            )
            $
            (36,533
            )
            $
            (53,578
            )Changes
                in operating assets and liabilities(Decrease)
                increase in accrued expenses
            
            
            15,525
            
            
            -
            
            
            15,525NET
                CASH USED IN OPERATING ACTIVITIES
            
            
            (1,520
            )
            
            (36,533
            )
            
            (38,053
            )CASH
                FLOWS FROM FINANCING ACTIVITIESPayment
                of common stock subscription
            
            
            -
            
            
            251
            
            
            251Contributed
                capital
            
            
            13,000
            
            
            37,800
            
            
            50,800NET
                CASH PROVIDED BY FINANCING ACTIVITIES
            
            
            13,000
            
            
            38,051
            
            
            51,051NET
                INCREASE IN CASH AND CASH EQUIVALENTS
            
            
            11,480
            
            
            1,518
            
            
            12,998CASH
                AND CASH EQUIVALENTS AT BEGINNING OF PERIOD
            
            
            1,518
            
            
            -
            
            
            -CASH
                AND CASH EQUIVALENTS AT END OF PERIOD
            
            $
            12,998
            
            $
            1,518
            
            $
            12,998SUPPLEMENTAL
                DISCLOSURE OF CASH FLOWS INFORMATIONInterest
                paid
            
            $
            -
            
            $
            -Income
                taxes
            
            $
            -
            
            $
            -




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





34


RODMAN
      INTERNATIONAL ENTERPRISE III, LTD.


(A
      Development Stage Company)


NOTES
      TO
      FINANCIAL STATEMENTS





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





Rodman
      International Enterprise III, Ltd. (the "Company") was incorporated in the
      British Virgin Islands on July 6, 2006 with the objective to acquire, or merge
      with, an operating business. On July 6, 2006, the Company sold 2,510,000 shares
      of common stock for $251. As of December 31, 2007, the Company had not yet
      commenced any operations.




The
      Company, based on proposed business activities, is a "blank check" company.
      The
      Securities and Exchange Commission defines such a Company as “a development
      stage company” that has no specific business plan or purpose, or has indicated
      that its business plan is to engage in a merger or acquisition with an
      unidentified company or companies, or other entity or person; and is issued
      ‘penny stock,’ as defined in Rule 3a 51-1 under the Securities Exchange Act of
      1934. Many states have enacted statutes, rules and regulations limiting the
      sale
      of securities of "blank check" companies in their respective jurisdictions.
      Management does not intend to undertake any efforts to cause a market to develop
      in its securities, either debt or equity, until the Company concludes a business
      combination.





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





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





**Use
      of Estimates**





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





**Cash
      and Cash Equivalents**





For
      purposes of the statement of cash flows, the Company considers all short-term
      investments with an original maturity of three months or less to be cash
      equivalents.





**Fair
      Value of Financial Instruments**





The
      carrying value of cash and cash equivalents and accrued expenses approximate
      their fair value due to the short-term maturity of these
      instruments.





35




RODMAN
      INTERNATIONAL ENTERPRISE III, LTD.


(A
      Development Stage Company)


NOTES
      TO
      FINANCIAL STATEMENTS - Continued





**Income
      Taxes**





Income
      taxes are accounted for in accordance with SFAS No. 109, Accounting for Income
      Taxes. SFAS No. 109 requires the recognition of deferred tax assets and
      liabilities to reflect the future tax consequences of events that have been
      recognized in the Company's financial statements or tax returns. Measurement
      of
      the deferred items is based on enacted tax laws. In the event the future
      consequences of differences between financial reporting bases and tax bases
      of
      the Company's assets and liabilities result in a deferred tax asset, SFAS No.
      109 requires an evaluation of the probability of being able to realize the
      future benefits indicated by such assets. A valuation allowance related to
      a
      deferred tax asset is recorded when it is more likely than not that some or
      the
      entire deferred tax asset will not be realized.





At
      December 31, 2007, the Company has U.S. net operating loss carry forwards of
      approximately $53,578, which expire between 2026 and 2027. Based on the fact
      that the Company has not generated revenues since inception, the deferred tax
      asset of approximately $13,000 has been offset by a full valuation allowance.
      The organization costs attributed to the British Virgin Islands has been noted
      a
      permanent difference in the amount of $4,000, since the British Virgin Islands
      does not have an income tax.





**Year Ended**
              **December 31,**
              **2007**
            
            **Period Ended**
              **July6, 2006**
              **(inception) to**
              **December 31,**
              **2006**Statutory
                federal tax rate
            
            
            34
            %
            
            34
            %Tax
                benefit computed at statutory rate
            
            $
            (2,500
            )
            
            (12,400
            )State
                income tax benefit, net of federal effect
            
            
            (300
            )
            
            (1,800
            )Change
                in valuation allowance
            
            
            2,800
            
            
            8,200Permanent
                differences
            
            
            -
            
            
            6,000Total
            
            $
            -
            
            
            -





**Earnings
      Per Share**





Basic
      and
      diluted net earnings per share are computed by dividing net income (loss) by
      the
      weighted-average number of shares of common stock outstanding during the period.





**NOTE
      3 - Common Stock**





The
      Company is authorized to issue 50,000,000 shares of voting common stock, par
      value $.0001, and 50,000,000 shares of convertible non-voting common stock,
      par
      value $.0001, with such designations, voting and other rights and preferences
      as
      may be determined from time to time by the Board of Directors. All outstanding
      convertible non-voting shares are automatically convertible into an equal number
      of voting common shares sixty-one days following the consummation of any
      transaction by which the Company ceases to be a “shell company” via a business
      combination, merger or share exchange with an operating business. During July
      2006, the Company sold 2,500,000 shares of its non-voting common stock to three
      accredited related party investors and/or founding shareholders at par value
      for
      a total of $250. Separately, there were 10,000 shares of voting common stock
      issued for par value or $1.00 to another founding shareholder. During the year
      ended December 31, 2007, a stockholder also contributed an additional $13,000
      to
      the Company.





36




RODMAN
      INTERNATIONAL ENTERPRISE III, LTD.


(A
      Development Stage Company)


NOTES
      TO
      FINANCIAL STATEMENTS - Continued





**NOTE
      4 - Preferred Stock**





The
      Company is authorized to issue 1,000,000 shares of preferred stock, par value
      $0001, with such designations, voting and other rights and preferences as may
      be
      determined from time to time by the Board of Directors.





**NOTE
      5 - New Accounting Standards**





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




**NOTE
      6 - Commitments and Contingencies**





**Office
      Space**


The
      Company utilizes the office space and equipment of Kirk Warshaw, its Chief
      Financial Officer at no cost on a month to month basis.




37