|                                  
|----------------------------------
|UNITED STATES                     
|SECURITIES AND EXCHANGE COMMISSION
|WASHINGTON,
 D.C. 20549           
|                                  
|FORM 20-F                         

|           |                                                                                                
|---------- | -----------------------------------------------------------------------------------------------
|(Mark One)
|o          | 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, 2008                                                    
|           |                                                                                                
|OR        
|o          | TRANSITION REPORT PURSUANT TO
 SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934      
|           |                                                                                                
|OR        
|o          | 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____________________                          
|           | For the transition period from_________ to___________                                          

|                                                       
|-------------------------------------------------------
|Commission file number:001-33011                       
|                                                       
|RODMAN INTERNATIONAL ENTERPRISE II, 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)                  

|                                                                                                                                                                                     |  |                           
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | --------------------------
|Securities
 registered or to be registered pursuant to Section 12(b) of the Act:                                                                                                     |  | None.                     
|                                                                                                                                                                                     |  |                           
|Securities
 registered or to be registered pursuant to Section 12(g) of the Act:                                                                                                     |  | Ordinary
 Voting Shares.  
|                                                                                                                                                                                     |  |                           
|Securities
 for which there is a reporting obligation pursuant to Section 15(d) of the
 Act:                                                                                         |  | None.                     
|                                                                                                                                                                                     |  |                           
|Indicate the
 number of outstanding shares of each of the Companys classes of capital or
 common stock as of close of the period covered by the annual report (December
 31, 2008): |  | 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 o          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 o

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 o          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 o          Accelerated
filer o          Non-accelerated filer x

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

|            |                                                                                                           |        
|----------- | --------------------------------------------------------------------------------------------------------- | -------
|U.S. GAAP x | International
 Financial Reporting Standards as issued by
 the International Accounting Standards Board o | Other o

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 o          Item 18 o

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 o

---



INDEX

|           |  |                                                                               |  |     
|---------- |  | ----------------------------------------------------------------------------- |  | ----
|           |  |                                                                               |  | Page
|           |  |                                                                               |  |     
|PART I    
|           |  |                                                                               |  |     
|ITEM 1.    |  | IDENTITY
 OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS                        |  | 5   
|ITEM 2.    |  | OFFER
 STATISTICS AND EXPECTED TIMETABLE                                      |  | 5   
|ITEM 3.    |  | KEY
 INFORMATION                                                              |  | 5   
|ITEM 4.    |  | INFORMATION
 ON THE COMPANY                                                   |  | 12  
|ITEM 4A.   |  | UNRESOLVED
 STAFF COMMENTS                                                    |  | 13  
|ITEM 5.    |  | OPERATING
 AND FINANCIAL REVIEW AND PROSPECTS                                 |  | 13  
|ITEM 6.    |  | DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES                                    |  | 16  
|ITEM 7.    |  | MAJOR
 SHAREHOLDERS AND RELATED PARTY TRANSACTIONS                            |  | 18  
|ITEM 8.    |  | FINANCIAL
 INFORMATION                                                        |  | 18  
|ITEM 9.    |  | THE OFFER
 AND LISTING                                                        |  | 19  
|ITEM 10.   |  | ADDITIONAL
 INFORMATION                                                       |  | 19  
|ITEM 11.   |  | QUANTITATIVE
 AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK                   |  | 22  
|ITEM 12.   |  | DESCRIPTION
 OF SECURITIES OTHER THAN EQUITY SECURITIES                       |  | 22  
|          
|PART II   
|          
|ITEM 13.   |  | DEFAULTS,
 DIVIDEND ARREARAGES AND DELINQUENCIES                              |  | 22  
|ITEM 14.   |  | MATERIAL
 MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS |  | 22  
|ITEM 15T.  |  | CONTROLS
 AND PROCEDURES                                                      |  | 22  
|ITEM 16.   |  | [RESERVED]                                                                    |  | 23  
|ITEM 16A.  |  | AUDIT
 COMMITTEE FINANCIAL EXPERT                                             |  | 23  
|ITEM 16B.  |  | CODE OF
 ETHICS                                                               |  | 23  
|ITEM 16C.  |  | PRINCIPAL
 ACCOUNTANT FEES AND SERVICES                                       |  | 23  
|ITEM 16D.  |  | EXEMPTIONS
 FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES                   |  | 24  
|ITEM 16E.  |  | PURCHASES
 OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS       |  | 24  
|ITEM 16F.  |  | CHANGE IN
 REGISTRANTS CERTIFYING ACCOUNTANT                                 |  | 24  
|ITEM 16G.  |  | CORPORATE
 GOVERNANCE                                                         |  | 24  
|          
|PART III  
|          
|ITEM 17.   |  | FINANCIAL
 STATEMENTS                                                         |  | 24  
|ITEM 18.   |  | FINANCIAL
 STATEMENTS                                                         |  | 24  
|ITEM 19.   |  | EXHIBITS                                                                      |  | 24  
|           |  |                                                                              
|SIGNATURES |  | 26                                                                           

iii

---



FOREIGN PRIVATE ISSUER STATUS AND
CURRENCY

Foreign Private Issuer Status

Rodman
International Enterprise II, 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 (U.S.) citizens and residents,
and our business is administered principally outside the 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.

FORWARD LOOKING STATEMENT INFORMATION

Certain statements made in
this Annual Report on Form 20-F are forward-looking statements regarding the
plans and objectives of management for future operations. Such statements
involve known and unknown risks, uncertainties and other factors that may cause
our actual results, performance or achievements to be materially different from
any future results, performance or achievements expressed or implied by such
forward-looking statements. The forward-looking statements included herein are
based on current expectations that involve numerous risks and uncertainties.
Our plans and objectives are based, in part, on assumptions involving judgments
with respect to, among other things, future economic, competitive and market
conditions and future business decisions, all of which are difficult or
impossible to predict accurately and many of which are beyond our control.
Although we believe that our assumptions underlying the forward-looking
statements are reasonable, any of the assumptions could prove inaccurate and,
therefore, there can be no assurance that the forward-looking statements
included in this report will prove to be accurate. In light of the significant
uncertainties inherent in the forward-looking statements included herein
particularly in view of the current state of our operations, the inclusion of
such information should not be regarded as a statement by us or any other
person that our objectives and plans will be achieved. Factors that could cause
our actual results to differ materially from those expressed or implied by
forward-looking statements include, but are not limited to, the factors set
forth under the headings Key Information  Risk Factors (Item 3.D),
Information on the Company (Item 4) and Operating and Financial Review and
Prospects (Item 5). We undertake no obligation to revise or update publicly
any forward-looking statements for any reason. The terms we, our, us,
Company, or any derivative thereof, as used herein refer to Rodman
International Enterprise II, Ltd.

iv

---



PART I

ITEM 1.
IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS

Not
required because this Form 20-F is filed as an Annual Report.

ITEM 2.
OFFER STATISTICS AND EXPECTED TIMETABLE

Not
required because this Form 20-F is filed as an Annual Report.

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,
2008 and December 31, 2007 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 Fiscal Year Ended |   
|                                              |  |                           |   
|Selected Financial Data:                      |  | December 31, 2008         |    | December 31, 2007 |  
|                                              |  |                           |    |                   |   |  | 
|Net sales/operating revenues                  |  |                           | $  | 0                 |   |  |  | $  | 0       |   | 
|Loss from operations                          |  |                           |    | (900              | ) |  |  |    | (17,045 | ) | 
|                                              |  |                           |    |                   |   |  |  |    |         |   | 
|Net loss/Loss from continuing operations      |  |                           |    | (900              | ) |  |  |    | (17,045 | ) | 
|                                              |  |                           |    |                   |   |  |  |    |         |   | 
|Net loss from continuing operations per share |  |                           | ($ | 0.00              | ) |  |  | ($ | 0.01    | ) | 
|                                              |  |                           |    |                   |   |  |  |    |         |   | 
|Loss from continuing operations per share     |  |                           | ($ | 0.00              | ) |  |  | ($ | 0.01    | ) | 
|                                              |  |                           |    |                   |   |  |  |    |         |   | 
|Total assets                                  |  |                           | $  | 6,973             |   |  |  | $  | 12,998  |   | 
|Net assets                                    |  |                           | ($ | 3,427             | ) |  |  | ($ | 2,527   | ) | 

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.

B. Capitalization and
indebtedness

Not
required because this Form 20-F is filed as an Annual Report.

C. Reasons for the offer and
use of proceeds

Not
required because this Form 20-F is filed as an Annual Report.

5

---



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 the principal holder of our
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 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.

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

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

6

---



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

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

While
seeking a business combination, management anticipates devoting 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.

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

7

---



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 we complete a business combination with an
operating business and thereafter file 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 we would cease to be a
shell company (as defined in Rule 12b-2 under the Exchange Act); (ii) the
filing of current Form 10 information (as defined in Rule 144(i)(3))
reflecting that we are no longer a shell company; and (iii) only if we have
been current in all of our 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.

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

8

---



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. Staff members also have indicated 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.

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.

9

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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.

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

10

---



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.

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 NASDAQ
or the NYSE Amex. 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

11

---



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.

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 letter of intent or 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.

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 it
is subject to those requirements.

The
Company was organized as a vehicle to investigate and, if such investigation
warrants, acquire a target company or business seeking the perceived advantages
of being a publicly held corporation. The Companys principal business
objective for the next 12 months and beyond such time will be to achieve
long-term growth potential through a combination with 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.

12

---



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                                                                                           
| |                                                                                                                                                                                                                                               
| | (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 4A. UNRESOLVED STAFF COMMENTS

Not
applicable.

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

13

---



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) | 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.

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 in order to achieve a tax-free reorganization. This lack of
diversification should be considered a substantial risk in investing in us,
because it will not permit us to offset potential losses from one venture
against gains from another.

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.

14

---



Results of Operations

Continuing Operating
Expenses for the Fiscal Year Ended December 31, 2008 Compared to the Fiscal
Year Ended December 31, 2007

We are a
development stage corporation with limited operations and did not have any
revenues during the fiscal years ended December 31, 2008 and 2007,
respectively.

Total expenses
from Continuing Operations for the fiscal years ended December 31, 2008 and
2007 were $900 and $17,045, respectively. These expenses primarily constituted
general and administrative expenses related to professional fees. The decrease
in expenses in 2008 is due to a reduction in accrued director fees offset by an
increase in professional and administrative fees.

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, 2008, the Company had negative working capital
of approximately $3,400. As additional expenses are incurred, the Company
expects to obtain the necessary funds from its majority shareholder.

Operating
expenses are estimated to be $25,000 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.

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 |  
|                        |  |       |        |     |                  |         |  |           |   |  |           |   |  |                   |  
|Purchase
 Obligations   |  | $     | 10,400 |     |                  | $10,400 |  |           |  |  |           |  |  |                   |  | 
|                        |  |       |        |     |                  |         |  |           |   |  |           |   |  |                   |   | 
|                        |  |       |        |     |                  |         |  |           |   |  |           |   |  |                   |   | 
|TOTAL                   |  | $     | 10,400 | (1) |                  | $10,400 |  |           |  |  |           |  |  |                   |  | 

|    |                                                 
|--- | ------------------------------------------------
|   
|(1) | Of this
 total $6,000 represents auditors fees.

G. Safe
Harbor.

Not
applicable.

15

---



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    |  | 51  |  | President
 and Director               
|                    |  |     |  |                                       
|Kirk M.
 Warshaw    |  | 51  |  | Chief
 Financial Officer and Secretary
|                    |  |     |  |                                       
|Daniel Marty        |  | 44  |  | Director                              
|                    |  |     |  |                                       
|Dr. Stefan
 Saladin |  | 41  |  | Director                              

Arnold P. Kling.
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 also
serves as a director and president of Twin Lakes Delaware, 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., R&R
Acquisition X, Inc., Rodman International Enterprise I, Ltd., and Rodman
International Enterprise III, Ltd. (each a publicly reporting, non-trading
company), 24Holdings, Inc. (OTCBB:TWFH) Newtown Lane Marketing, Incorporated
(OTCBB:NTWN) and Mattmar Minerals, Inc. (OTCBB:MTTM).

Kirk M. Warshaw.
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 also the
chief financial officer of Twin Lakes Delaware, 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., R&R Acquisition X,
Inc., Rodman International Enterprise I, Ltd., and Rodman International
Enterprise III, Ltd. (each a publicly reporting, non-trading company), Mattmar
Minerals, Inc. (OTCBB:MTTM) and Newtown Lane Marketing, Incorporated
(OTCBB:NTWN); a director and the chief financial officer of 24Holdings Inc. (OTCBB:TWFH);
and a director of two privately owned entities.

Daniel Marty.
Daniel Marty has been a director since July 2006. Mr. 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 the CEO of Qino Trust AG, an asset
management and trust company located in Baar, Switzerland. In 2006 Mr. Marty
also became a director of Rodman International Enterprise III, Ltd. and Rodman
International Enterprise II, Ltd. Prior to his employment at Qino Trust
AG, Mr. Marty worked for over a decade for HRH Trust Ltd., as a chartered
accountant and trustee. He is the external auditor of Lekisport AG, a company
of the LEKI Group, the leading manufacturer of ski, hiking and trekking poles
and has served in such position since 2002. Mr. Marty has more than 20 years
experience in accounting, controlling and auditing. He also has held a Swiss
Certified Specialist for Finance and

16

---



Accounting
certificate since 1989 and passed the exam for Authorized Persons to Perform
Controlled Functions (according to FSA) in 2002.

Dr. Stefan Saladin.
Dr. Stefan Saladin has been a director since July 2006. Dr. Saladin is
currently a tax and corporate finance advisor working for Effgee LLC, a
Swiss consulting firm located in Baar, Switzerland. He also serves as a manager
of mergers and acquisition, turn around and transaction related projects. Prior
to his current employment he was working for over five years as a financial
analyst and tax consultant for HRH Consulting AG, a Swiss M&A boutique, and
later for the investment management division of Swiss Post, a logistics company
from Berne, Switzerland. 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.

No
familial relationship exists among any of the officers and directors.

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 and all the non-management directors have waived their rights to
all accrued compensation through December 31, 2009. 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.

It
is possible that, after the Company successfully consummates a business
combination with an unaffiliated entity, that entity may desire to employ or
retain one or a number of members of our management for the purposes of
providing services to the surviving entity. However, the Company has adopted a
policy whereby the offer of any post-transaction employment to members of
management will not be a consideration in our decision whether to undertake any
proposed transaction.

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

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

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. As of the date of this Annual
Report, no compensation has been paid and all the non-management directors have
waived their rights to all accrued compensation through December 31, 2009. No
other directors shall receive compensation. Officers serve at the discretion of
the Board of Directors.

D. Employees.

None.

17

---



E. Share
Ownership.

The
following table sets forth the beneficial ownership of our Voting and
Non-Voting Shares by the individuals named in Item 6.A., as of June 1, 2009.

|                                       |  |                  |           |                                            |     |                                                |  |     |   | 
|-------------------------------------- |  | ---------------- | --------- | ------------------------------------------ | --- | ---------------------------------------------- |  | --- | - | 
|Name                                   |  | Number of Shares |           | Percent of Voting 
 Shares Outstanding (2) |     | Percent of Non-Voting 
 Shares Outstanding (1) | 
|                                       |  |                  |           |                                            |     |                                                | 
|R&R Enterprise
    Investments II, LLC |  |                  | 2,000,000 |                                            | 0   | %                                              |  | 80  | % | 
|                                       |  |                  |           |                                            |     |                                                |  |     |   | 
|Arnold P. Kling                        |  |                  | 400,000   |                                            | 0   | %                                              |  | 16  | % | 
|Kirk M. Warshaw                        |  |                  | 100,000   |                                            | 0   | %                                              |  | 4   | % | 
|Daniel Marty                           |  |                  | 10,000    |                                            | 100 | %                                              |  | 0   | % | 
|Dr. Stefan Saladin                     |  |                  | 0         |                                            | 0   | %                                              |  | 0   | % | 
|Total                                  |  |                  | 2,510,000 |                                            | 100 | %                                              |  | 100 | % | 

|    |                                                                                                                                      
|--- | -------------------------------------------------------------------------------------------------------------------------------------
|   
|(1) | The
 beneficial ownership percentages are calculated based on 10,000 Voting Shares
 issued and outstanding as of June 1, 2009.       
|    |                                                                                                                                      
|(2) | The
 beneficial ownership percentages are calculated based on 2,500,000 Non-Voting
 Shares issued and outstanding as of June 1, 2009.

ITEM
7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

A. Major
Shareholders.

The
following table sets forth information, as of June 1, 2009 with respect to the beneficial ownership of our
voting shares by each shareholder known by us to beneficially own more than 5%
of our voting shares.

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

|    |                                                                                                                               
|--- | ------------------------------------------------------------------------------------------------------------------------------
|   
|(1) | The
 beneficial ownership percentages are calculated based on 10,000 voting shares
 issued and outstanding as of June 1, 2009.

B. Related
Party Transactions.

None.

C. Interests
of Experts and Counsel.

Not
required because this Form 20-F is filed as an Annual Report.

ITEM
8. FINANCIAL INFORMATION

A.
Consolidated Statements and Other Financial Information.

See
Item 17. Financial Statements. 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. 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.

18

---



B. Significant
Changes.

None.

ITEM
9. THE OFFER AND LISTING

Our
Voting and Non-Voting Shares are not traded on any stock exchange or
over-the-counter market.

ITEM
10. ADDITIONAL INFORMATION

A. Share
capital

Not
required because this Form 20-F is filed as an Annual Report.

B. Memorandum
and Articles of Association

We
were 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 our
Memorandum of Association (Memorandum), there are no restrictions on the
business on which the Company may carry.

Directors

According
to our Memorandum and Articles of Association (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:

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.

19

---



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, if 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.

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

20

---



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 imposed 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
required because this Form 20-F is filed as an Annual Report.

G. Statements
by Experts.

Not
required because this Form 20-F is filed as an Annual Report.

H. Documents on
Display.

Please
see the Companys Memorandum and Articles, as amended, attached hereto as
Exhibits 1.1, 1.2, 1.3 and 1.4, respectively.

I. Subsidiary
Information.

Not
applicable.

21

---



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

Not
required because this Form 20-F is filed as an Annual Report.

PART II

ITEM
13. DEFAULTS, DIVIDEND ARREARAGES AND DELIQUENCIES

Not
applicable.

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

Not
applicable.

ITEM
15T. CONTROLS AND PROCEDURES

(a)
Evaluation of Disclosure Controls and Procedures

Our
management, with the participation of our president and chief financial
officer, carried out an evaluation of the effectiveness of our disclosure
controls and procedures (as defined in the Exchange Act Rules 13a-15(e) and
15-d-15(e)) as of the end of the period covered by this report (the Evaluation
Date). Based upon that evaluation, the president and chief financial officer,
concluded that as of the Evaluation Date, our disclosure controls and
procedures are effective to ensure that information required to be disclosed by
us in the reports that we file or submit under the Exchange Act (i) is
recorded, processed, summarized and reported, within the time periods specified
in the SECs rules and forms and (ii) is accumulated and communicated to our
management, including our president and chief financial officer, as appropriate
to allow timely decisions regarding required disclosure.

22

---



(b)
Managements Report on Internal Control over
Financial Reporting

Our
management is responsible for establishing and maintaining adequate internal control
over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act).
Our management assessed the effectiveness of our internal control over
financial reporting as of December 31, 2008. In making this assessment, our
management used the criteria set forth by the Committee of Sponsoring
Organizations of the Treadway Commission in Internal Control-Integrated
Framework. Our management has concluded that, as of December 31, 2008, our
internal control over financial reporting is effective based on these criteria.
This Annual Report does not include an attestation report of our registered
public accounting firm regarding internal control over financial reporting.
Managements report was not subject to attestation by our registered public
accounting firm pursuant to temporary rules of the SEC that permit us to
provide only managements report in this Annual Report.

(c)
Changes in Internal Control over Financial Reporting

There
were no changes in our internal controls over financial reporting that occurred
during the period covered by this report that has materially affected, or is
reasonably likely to materially affect, our internal control over financial
reporting.

ITEM
16. [RESERVED]

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 fiscal year ended December 31, 2007 and $6,000 for the
fiscal year ended December 31, 2008.

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 fiscal years ended December 31,
2008 and 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 fiscal years ended December 31,
2008 and 2007.

D. All Other
Fees.

23

---



There
were no fees billed by Sherb & Co., LLP for other products and services for
the fiscal
years ended December 31, 2008 and 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.

ITEM
16F. CHANGE IN REGISTRANTS CERTIFYING ACCOUNTANT

None.

ITEM
16G. CORPORATE GOVERNANCE

Not
Applicable.

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.                                                                                                                                                                                               
|                |  |                                                                                                                                                                                                                           
|*1.2            |  | Articles of
 Association.                                                                                                                                                                                                 
|                |  |                                                                                                                                                                                                                           
|*1.3            |  | Amended and
 Restated Memorandum of Association.                                                                                                                                                                          
|                |  |                                                                                                                                                                                                                           
|*1.4            |  | Amended and
 Restated Articles of Association.                                                                                                                                                                            
|                |  |                                                                                                                                                                                                                           
|4.1             |  | Final form
 of Waiver of Directors Fees  provided in June 2009 by the non-management
 directors.                                                                                                                        
|                |  |                                                                                                                                                                                                                           
|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, 2008.

24

---



|     |  |                                                                                                                                                                                                                           
|---- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|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, 2008.
|     |  |                                                                                                                                                                                                                           
|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.

25

---



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 II, LTD.
|                     |                                           |                                | 
|Date: June
 26, 2009 | By:                                       | /s/ Arnold
 P. Kling           | 
|                     |                                           |                                | 
|                     |                                           | Arnold P. Kling               
|                     |                                           | President                     
|                     |                                           | (Principal
 Executive Officer)
|                     |                                           |                                | 
|Date: June
 26, 2009 | By:                                       | /s/ Kirk M.
 Warshaw           | 
|                     |                                           |                                | 
|                     |                                           | Kirk M. Warshaw               
|                     |                                           | Chief Financial Officer       
|                     |                                           | (Principal Financial Officer) 

26

---



Rodman
International Enterprise II, Ltd.
(A Development Stage Company)

INDEX TO FINANCIAL STATEMENTS

|                                                                                                                                                                    |  |     
|------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----
|                                                                                                                                                                    |  | Page
|                                                                                                                                                                    |  |     
|                                                                                                                                                                    |  |     
|REPORT OF INDEPENDENT REGISTERED PUBLIC
 ACCOUNTING FIRM                                                                                                            |  | 28  
|                                                                                                                                                                    |  |     
|FINANCIAL STATEMENTS                                                                                                                                                |  |     
|                                                                                                                                                                    |  |     
|Balance Sheets as of December 31,
2008 and
 2007                                                                                                                    |  | 29  
|                                                                                                                                                                    |  |     
|Statements of Operations for the
years
 ended December 31, 2008 and 2007and for the cumulative period from July 6,
 2006 (Date of Inception) to December 31, 2008   |  | 30  
|                                                                                                                                                                    |  |     
|Statements of Changes in
Stockholders
 Equity (Deficit) for the period from July 6, 2006 (Date of Inception) to
 December 31, 2008                                 |  | 31  
|                                                                                                                                                                    |  |     
|Statements of Cash Flows for the
years
 ended December 31, 2008 and 2007, and for the cumulative period from July 6,
 2006 (Date of Inception) to December 31, 2008 |  | 32  
|                                                                                                                                                                    |  |     
|NOTES TO FINANCIAL STATEMENTS                                                                                                                                       |  | 33  

27

---



REPORT OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM

Stockholders
and Directors 
Rodman International Enterprise II, Ltd.
(A Development Stage Company)
Chatham, New Jersey

We have
audited the accompanying balance sheet of Rodman International Enterprise II,
Ltd. (A Development Stage Company) as of December 31, 2008 and 2007, and the
related statements of operations, stockholders equity (deficit), and cash
flows for the period July 6, 2006 (Inception) to December 31, 2008, for the
years ended December 31, 2008 and 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 II,
Ltd. as of December 31, 2008 and 2007, and the results of its operations and
its cash flows for the period July 6, 2006 (Inception) to December 31, 2008,
for the years ended December 31, 2008 and 2007, in conformity with accounting
principles generally accepted in the United States.

| |                     |                              
| | ------------------- | -----------------------------
| |                     | /s/ Sherb
 & Co., LLP        
| |                     | Certified
 Public Accountants
| | New York,
 New York |                              
| | June 22,
 2009      |                              

28

---



RODMAN INTERNATIONAL ENTERPRISE II, LTD.
(A Development Stage Company)
BALANCE SHEETS

|                                                                                                                                                            |  |             |         |      |   |         |  
|----------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----------- | ------- | ---- | - | ------- | -
|                                                                                                                                                            |  | December 31 |        
|                                                                                                                                                            |  |             |        
|                                                                                                                                                            |  | 2008        |         | 2007 |  
|                                                                                                                                                            |  |             |         |      |  
|ASSETS                                                                                                                                                      |  |             |         |      |   |         |  
|                                                                                                                                                            |  |             |         |      |   |         |  
|Cash                                                                                                                                                        |  | $           | 6,973   |      | $ | 12,998  |  
|                                                                                                                                                            |  |             |         |      |   |         |  
|                                                                                                                                                            |  |             |         |      |   |         |  
|TOTAL ASSETS                                                                                                                                                |  | $           | 6,973   |      | $ | 12,998  |  
|                                                                                                                                                            |  |             |         |      |   |         |  
|                                                                                                                                                            |  |             |         |      |   |         |  
|LIABILITIES
 AND STOCKHOLDERS EQUITY (DEFICIT)                                                                                                             |  |             |         |      |   |         |  
|                                                                                                                                                            |  |             |         |      |   |         |  
|Accounts payable and accrued expenses                                                                                                                       |  | $           | 10,400  |      | $ | 15,525  |  
|                                                                                                                                                            |  |             |         |      |   |         |  
|                                                                                                                                                            |  |             |         |      |   |         |  
|TOTAL CURRENT LIABILITIES                                                                                                                                   |  |             | 10,400  |      |   | 15,525  |  
|                                                                                                                                                            |  |             |         |      |   |         |  
|                                                                                                                                                            |  |             |         |      |   |         |  
|COMMITMENTS AND CONTINGENCIES                                                                                                                               |  |             |        |      |   |        |  
|                                                                                                                                                            |  |             |         |      |   |         |  
|STOCKHOLDERS EQUITY (DEFICIT):                                                                                                                             |  |             |         |      |   |         |  
|Preferred stock, $.0001 par value;
 1,000,000 shares authorized in 2008 and 2007 respectively, none issued                                                  |  |             |        |      |   |        |  
|                                                                                                                                                            |  |             |         |      |   |         |  
|Common stock, $.0001 par value; 50,000,000
 Convertible non-voting shares authorized, 10,000 shares issued and
 outstanding for 2008 and 2007, respectively |  |             | 1       |      |   | 1       |  
|                                                                                                                                                            |  |             |         |      |   |         |  
|Common stock, $.0001 par value; 50,000,000
 shares authorized, 2,500,000 issued and outstanding for 2008 and 2007,
 respectively                            |  |             | 250     |      |   | 250     |  
|                                                                                                                                                            |  |             |         |      |   |         |  
|Additional paid-in capital                                                                                                                                  |  |             | 50,800  |      |   | 50,800  |  
|Deficit accumulated during the development
 stage                                                                                                           |  |             | (54,478 | )    |   | (53,578 | )
|                                                                                                                                                            |  |             |         |      |   |         |  
|Total stockholders equity (deficit)                                                                                                                        |  |             | (3,427  | )    |   | (2,527  | )
|                                                                                                                                                            |  |             |         |      |   |         |  
|                                                                                                                                                            |  |             |         |      |   |         |  
|TOTAL LIABILITIES AND STOCKHOLDERS EQUITY
 (DEFICIT)                                                                                                       |  | $           | 6,973   |      | $ | 12,998  |  
|                                                                                                                                                            |  |             |         |      |   |         |  

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

29

---



RODMAN INTERNATIONAL ENTERPRISE II, LTD.
(A Development Stage Company) 
STATEMENTS OF OPERATIONS

|                                                              |  |                          |           |                                                                                            |   |           |   |  |   |         |   | 
|------------------------------------------------------------- |  | ------------------------ | --------- | ------------------------------------------------------------------------------------------ | - | --------- | - |  | - | ------- | - | 
|                                                              |  |                          |           | Cumulative During
 the Development
 Stage
 July 6, 2006
 (inception) to
 December 31, 2008 |  
|                                                              |  |                          |           |                                                                                           
|                                                              |  | Year Ended
 December 31, |           |                                                                                           
|                                                              |  |                          |           |                                                                                           
|                                                              |  | 2008                     |           | 2007                                                                                       |   |          
|                                                              |  |                          |           |                                                                                            |   |           |  
|Revenues                                                      |  | $                        |          |                                                                                            | $ |          |   |  | $ |        |   | 
|                                                              |  |                          |           |                                                                                            |   |           |   |  |   |         |   | 
|                                                              |  |                          |           |                                                                                            |   |           |   |  |   |         |   | 
|Expenses                                                      |  |                          |           |                                                                                            |   |           |   |  |   |         |   | 
|Professional fees                                             |  |                          | (1,500    | )                                                                                          |   | 15,500    |   |  |   | 48,433  |   | 
|Formation and other costs                                     |  |                          | 2,400     |                                                                                            |   | 1,545     |   |  |   | 6,045   |   | 
|                                                              |  |                          |           |                                                                                            |   |           |   |  |   |         |   | 
|Total expenses                                                |  |                          | 900       |                                                                                            |   | 17,045    |   |  |   | 54,478  |   | 
|                                                              |  |                          |           |                                                                                            |   |           |   |  |   |         |   | 
|Net loss                                                      |  | $                        | (900      | )                                                                                          | $ | (17,045   | ) |  | $ | (54,478 | ) | 
|                                                              |  |                          |           |                                                                                            |   |           |   |  |   |         |   | 
|                                                              |  |                          |           |                                                                                            |   |           |   |  |   |         |   | 
|Basic and diluted loss per share                              |  | $                        | (0.00     | )                                                                                          | $ | (0.01     | ) |  |   |         |   | 
|                                                              |  |                          |           |                                                                                            |   |           |   |  |   |         |   | 
|                                                              |  |                          |           |                                                                                            |   |           |   |  |   |         |   | 
|Weighted average number of common shares 
 basic and diluted |  |                          | 2,510,000 |                                                                                            |   | 2,510,000 |   |  |   |         |   | 
|                                                              |  |                          |           |                                                                                            |   |           |   |  |   |         |   | 

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

30

---



RODMAN INTERNATIONAL ENTERPRISE II, LTD.
(A Development Stage Company)
STATEMENT OF CHANGES IN STOCKHOLDERS EQUITY (DEFICIT) 
For the Period from July 6, 2006 (Inception) to December 31, 2008

|                                     |  |                       |        |                           |   |                              |  |                                                      |           |                                         |   |     |  |   |        |  |   |         |   |   |         |  
|------------------------------------ |  | --------------------- | ------ | ------------------------- | - | ---------------------------- |  | ---------------------------------------------------- | --------- | --------------------------------------- | - | --- |  | - | ------ |  | - | ------- | - | - | ------- | -
|                                     |  |                       |        |                           |   | Additional
 Paid-in
 Capital |  | Deficit
 Accumulated
 During the
 Development
 Stage |           | Total
 Stockholders
 Equity
 (Deficit) |  
|                                     |  |                       |        |                           |   |                              |  |                                                     
|                                     |  | Common Stock  voting |        | Common Stock  non-voting |   |                              |  |                                                     
|                                     |  |                       |        |                           |   |                              |  |                                                     
|                                     |  | Shares                |        | Amount                    |   | Shares                       |  | Amount                                               |           |                                         |   |    
|                                     |  |                       |        |                           |   |                              |  |                                                      |           |                                         |   |     |  |   |        |  |   |         |   |   |         |  
|                                     |  |                       |        |                           |   |                              |  |                                                      |           |                                         |   |     |  |   |        |  |   |         |   |   |         |  
|Balance at July 6, 2006
 (inception) |  |                       |       |                           | $ |                             |  |                                                      |          |                                         | $ |    |  | $ |       |  | $ |        |   | $ |        |  
|Common shares issued at par
 value   |  |                       | 10,000 |                           |   | 1                            |  |                                                      | 2,500,000 |                                         |   | 250 |  |   |       |  |   |        |   |   | 251     |  
|Contributed Capital                  |  |                       |       |                           |   |                             |  |                                                      |          |                                         |   |    |  |   | 37,800 |  |   |        |   |   | 37,800  |  
|Net loss                             |  |                       |       |                           |   |                             |  |                                                      |          |                                         |   |    |  |   |       |  |   | (36,533 | ) |   | (36,533 | )
|                                     |  |                       |        |                           |   |                              |  |                                                      |           |                                         |   |     |  |   |        |  |   |         |   |   |         |  
|Balances at December 31,
 2006       |  |                       | 10,000 |                           |   | 1                            |  |                                                      | 2,500,000 |                                         |   | 250 |  |   | 37,800 |  |   | (36,533 | ) |   | 1,518   |  
|                                     |  |                       |        |                           |   |                              |  |                                                      |           |                                         |   |     |  |   |        |  |   |         |   |   |         |  
|Contributed Capital                  |  |                       |       |                           |   |                             |  |                                                      |          |                                         |   |    |  |   | 13,000 |  |   |        |   |   | 13,000  |  
|Net loss                             |  |                       |       |                           |   |                             |  |                                                      |          |                                         |   |    |  |   |       |  |   | (17,045 | ) |   | (17,045 | )
|                                     |  |                       |        |                           |   |                              |  |                                                      |           |                                         |   |     |  |   |        |  |   |         |   |   |         |  
|Balances at December 31,
 2007       |  |                       | 10,000 |                           |   | 1                            |  |                                                      | 2,500,000 |                                         |   | 250 |  |   | 50,800 |  |   | (53,578 | ) |   | (2,527  | )
|                                     |  |                       |        |                           |   |                              |  |                                                      |           |                                         |   |     |  |   |        |  |   |         |   |   |         |  
|Net loss                             |  |                       |       |                           |   |                             |  |                                                      |          |                                         |   |    |  |   |       |  |   | (900    | ) |   | (900    | )
|                                     |  |                       |        |                           |   |                              |  |                                                      |           |                                         |   |     |  |   |        |  |   |         |   |   |         |  
|Balances at December 31, 2008        |  |                       | 10,000 |                           | $ | 1                            |  |                                                      | 2,500,000 |                                         | $ | 250 |  | $ | 50,800 |  | $ | (54,478 | ) | $ | (3,427  | )
|                                     |  |                       |        |                           |   |                              |  |                                                      |           |                                         |   |     |  |   |        |  |   |         |   |   |         |  

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

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RODMAN INTERNATIONAL ENTERPRISE II, LTD.
(A Development Stage Company) 
STATEMENTS OF CASH FLOWS

|                                                  |  |                         |        |                                                                                          |   |         |   |   |         |  
|------------------------------------------------- |  | ----------------------- | ------ | ---------------------------------------------------------------------------------------- | - | ------- | - | - | ------- | -
|                                                  |  |                         |        | Cumulative During
 the Development Stage
 July 6, 2006 (inception)
 to December 31, 2008 |  
|                                                  |  |                         |        |                                                                                         
|                                                  |  | Year Ended December 31, |        |                                                                                         
|                                                  |  | 2008                    |        | 2007                                                                                     |   |        
|                                                  |  |                         |        |                                                                                          |   |         |  
|                                                 
|CASH FLOWS FROM OPERATING ACTIVITIES              |  |                         |        |                                                                                          |   |         |   |   |         |  
|Net loss                                          |  | $                       | (900   | )                                                                                        | $ | (17,045 | ) | $ | (54,478 | )
|Changes in operating assets and liabilities:      |  |                         |        |                                                                                          |   |         |   |   |         |  
|Increase (decrease) in accrued expenses           |  |                         | (5,125 | )                                                                                        |   | 15,525  |   |   | 10,400  |  
|                                                  |  |                         |        |                                                                                          |   |         |   |   |         |  
|NET CASH USED IN OPERATING ACTIVITIES             |  |                         | (6,025 | )                                                                                        |   | (1,520  | ) |   | (44,078 | )
|                                                  |  |                         |        |                                                                                          |   |         |   |   |         |  
|                                                  |  |                         |        |                                                                                          |   |         |   |   |         |  
|CASH FLOWS FROM FINANCING ACTIVITIES              |  |                         |        |                                                                                          |   |         |   |   |         |  
|Proceeds from issuance of common stock            |  |                         |       |                                                                                          |   |        |   |   | 251     |  
|Contributed capital                               |  |                         |       |                                                                                          |   | 13,000  |   |   | 50,800  |  
|                                                  |  |                         |        |                                                                                          |   |         |   |   |         |  
|NET CASH PROVIDED BY FINANCING ACTIVITIES         |  |                         |       |                                                                                          |   | 13,000  |   |   | 51,051  |  
|                                                  |  |                         |        |                                                                                          |   |         |   |   |         |  
|                                                  |  |                         |        |                                                                                          |   |         |   |   |         |  
|NET CHANGE IN CASH AND CASH EQUIVALENTS           |  |                         | (6,025 | )                                                                                        |   | 11,480  |   |   | 6,973   |  
|                                                  |  |                         |        |                                                                                          |   |         |   |   |         |  
|CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD  |  |                         | 12,998 |                                                                                          |   | 1,518   |   |   |        |  
|                                                  |  |                         |        |                                                                                          |   |         |   |   |         |  
|CASH AND CASH EQUIVALENTS AT END OF PERIOD        |  | $                       | 6,973  |                                                                                          | $ | 12,998  |   | $ | 6,973   |  
|                                                  |  |                         |        |                                                                                          |   |         |   |   |         |  
|                                                  |  |                         |        |                                                                                          |   |         |   |   |         |  
|SUPPLEMENTAL DISCLOSURE OF CASH FLOWS INFORMATION |  |                         |        |                                                                                          |   |         |   |   |         |  
|Interest paid                                     |  | $                       |       |                                                                                          | $ |        |   | $ |        |  
|                                                  |  |                         |        |                                                                                          |   |         |   |   |         |  
|Income taxes                                      |  |                         |       |                                                                                          |   |        |   |   |        |  
|                                                  |  |                         |        |                                                                                          |   |         |   |   |         |  

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

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RODMAN INTERNATIONAL ENTERPRISE II, LTD. 
(A Development Stage Company) 
NOTES TO FINANCIAL STATEMENTS

NOTE 1 - Organization, Business and
Operations

Rodman
International Enterprise II, 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, 2008, 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, as amended. 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.

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.

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RODMAN INTERNATIONAL ENTERPRISE II, LTD.
(A Development Stage Company) 
NOTES TO FINANCIAL STATEMENTS

At December
31, 2008, the Company has U.S. net operating loss carry forwards of
approximately $54,500, which expire in 2028. Based on the fact that the Company
has not generated revenues since inception, the deferred tax asset of
approximately $21,000 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, |     
|                                                 |  |                          |     
|                                                 |  | 2008                     |      | 2007 |  
|                                                 |  |                          |      |      |  
|Statutory federal tax rate                       |  |                          | 34   | %    |   | 34     | %
|Tax benefit computed at statutory rate           |  | $                        | (300 | )    |   | (2,500 | )
|State income tax benefit, net of federal
 effect |  |                          | (50  | )    |   | (300   | )
|Change in valuation allowance                    |  |                          | 350  |      |   | 2,800  |  
|Permanent differences                            |  |                          |     |      |   |       |  
|                                                 |  |                          |      |      |   |        |  
|Total                                            |  | $                        |     |      | $ |       |  
|                                                 |  |                          |      |      |   |        |  

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
per share, and 50,000,000 shares of convertible non-voting common stock, par
value $.0001 per share, 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.

NOTE 4 - Preferred Stock

The Company is
authorized to issue 1,000,000 shares of preferred stock, par value $.0001 per
share, with such designations, voting and other rights and preferences as may
be determined from time to time by the Board of Directors. As of December 31,
2008, no shares of preferred stock, were issued and outstanding.

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

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