UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


WASHINGTON,
D.C. 20549




FORM
20-F




(Mark
One)


 ̈
                                  REGISTRATION STATEMENT PURSUANT
      TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF
      1934ORx
                                  ANNUAL REPORT PURSUANT TO
      SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934For
      the fiscal year ended December 31, 2009
                                    OR ̈
                                  TRANSITION REPORT PURSUANT TO
      SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934OR ̈
                                  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
      incorporationname into
      English)
              or
      organization)





Craigmuir
Chambers


Road
Town


Tortola,
British Virgin Islands


+1 (284)
494-2233





(Address
of principal executive offices)





Kirk M.
Warshaw


133
Summit Avenue Suite 22


Summit,
NJ 07901


+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, 2009):
                    
                    2,510,000
      Ordinary
shares




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




Yes  ̈  No x




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




Yes x  No  ̈




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




Indicate
by check mark whether the registrant (1) has filed all reports required to
be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.




Yes  ̈   No
x




Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files).




Yes  ̈   No
x




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




Large
accelerated filer  ̈   Accelerated
filer  ̈   Non-accelerated
filer x




Indicate by check mark which 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  ̈
              Other
       ̈




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




Item 17
 ̈   Item
18  ̈




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




Yes x  No  ̈







INDEX


PagePART
      IITEM
      1.
                                                                              IDENTITY
      OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS
                                                                              5ITEM
      2.
                                                                              OFFER
      STATISTICS AND EXPECTED TIMETABLE
                                                                              5ITEM
      3.
                                                                              KEY
      INFORMATION
                                                                              5ITEM
      4.
                                                                              INFORMATION
      ON THE COMPANY
                                                                              12ITEM
      4A.
                                                                              UNRESOLVED
      STAFF COMMENTS
                                                                              14ITEM
      5.
                                                                              OPERATING
      AND FINANCIAL REVIEW AND PROSPECTS
                                                                              14ITEM
      6.
                                                                              DIRECTORS,
      SENIOR MANAGEMENT AND EMPLOYEES
                                                                              16ITEM
      7.
                                                                              MAJOR
      SHAREHOLDERS AND RELATED PARTY TRANSACTIONS
                                                                              19ITEM
      8.
                                                                              FINANCIAL
      INFORMATION
                                                                              19ITEM
      9.
                                                                              THE
      OFFER AND LISTING
                                                                              19ITEM
      10.
                                                                              ADDITIONAL
      INFORMATION
                                                                              19ITEM
      11.
                                                                              QUANTITATIVE
      AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
                                                                              22ITEM
      12.
                                                                              DESCRIPTION
      OF SECURITIES OTHER THAN EQUITY SECURITIES
                                                                              23PART
      IIITEM
      13.
                                                                              DEFAULTS,
      DIVIDEND ARREARAGES AND DELINQUENCIES
                                                                              23ITEM
      14.
                                                                              MATERIAL
      MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF
      PROCEEDS
                                                                              23ITEM
      15T.
                                                                              CONTROLS
      AND PROCEDURES
                                                                              23ITEM
      16.
                                                                              [RESERVED]
                                                                              24ITEM
      16A.
                                                                              AUDIT
      COMMITTEE FINANCIAL EXPERT
                                                                              24ITEM
      16B.
                                                                              CODE
      OF ETHICS
                                                                              24ITEM
      16C.
                                                                              PRINCIPAL
      ACCOUNTANT FEES AND SERVICES
                                                                              24ITEM
      16D.
                                                                              EXEMPTIONS
      FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES
                                                                              24ITEM
      16E.
                                                                              PURCHASES
      OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED
    PURCHASERS
                                                                              24ITEM
      16F.
                                                                              CHANGE
      IN REGISTRANT’S CERTIFYING ACCOUNTANT
                                                                              25ITEM
      16G.
                                                                              CORPORATE
      GOVERNANCE
                                                                              25PART
      IIIITEM
      17.
                                                                              FINANCIAL
      STATEMENTS
                                                                              25ITEM
      18.
                                                                              FINANCIAL
      STATEMENTS
                                                                              25ITEM
      19.
                                                                              EXHIBITS
                                                                              25SIGNATURES
                                                                              26





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 citizens and
residents, and our business is administered principally outside the United
States (“U.S.”).  As a result, we believe that we qualify as a
"foreign private issuer" to file our annual report on Form 20-F (this “Annual
Report”).





Currency





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





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.


4


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,
2009, 2008 and 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 EndedSelectedFinancialData:
                  
                  December 31,
                    2009
                  
                  
                  December 31,
                    2008
                  
                  
                  December 31,
                    2007Net
      sales/operating revenues
                  
                  $
                  0
                  
                  
                  $
                  0
                  
                  
                  $
                  0Loss
      from operations
                  
                  
                  (16,335
                  )
                  
                  
                  (900
                  )
                  
                  
                  (17,045
                  )Net
      loss/Loss from continuing operations
                  
                  
                  (16,335
                  )
                  
                  
                  (900
                  )
                  
                  
                  (17,045
                  )Net
      loss from continuing operations per share
                  
                  $
                  (0.01
                  )
                  
                  $
                  (0.00
                  )
                  
                  $
                  (0.01
                  )Loss
      from continuing operations per share
                  
                  $
                  (0.01
                  )
                  
                  $
                  (0.00
                  )
                  
                  $
                  (0.01
                  )Total
      assets
                  
                  $
                  12,388
                  
                  
                  $
                  6,973
                  
                  
                  $
                  12,998Net
      assets
                  
                  $
                  738
                  
                  
                  $
                  (3,427
                  )
                  
                  $
                  (2,527
                  )





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 or an
acquisition candidate in connection with a potential business combination
transaction and may receive a fee and/or securities for providing such services.
We cannot assure you that conflicts of interest among us, Rodman & Renshaw,
our management and our shareholders will not develop.





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





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





We
face a number of risks associated with potential
acquisitions.





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


6


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





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





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





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





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





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





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




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.


7


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





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





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





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





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





Our
Voting Shares are not registered under the securities laws of any state or other
jurisdiction, and accordingly there is no public trading market for the Voting
Shares.  Further, no public trading market is expected to develop in the
foreseeable future unless and until 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 the company
would cease to be a “shell company” (as defined in Rule 12b-2 under the Exchange
Act) and (ii) the disclosure of certain information on a Current Report on Form
8-K within four business days thereafter and only if the Company has been
current in all of its periodic SEC filings for the 12 months preceding the
contemplated sale of stock.





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


8


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





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





In
addition, the SEC has recently disclosed that it has developed internal informal
guidelines concerning the use of a resale registration statement to register the
securities issued to certain investors in private investment in public equity
(PIPE) transactions, where the issuer has a market capitalization of less than
$75 million and, in general, does not qualify to file a Registration Statement
on Form S-3 to register its securities if the issuer’s securities are listed on
the Over-the-Counter Bulletin Board (the “OTC Bulletin Board”) or on the Pink
Sheets.  The SEC has taken the position that  these smaller
issuers may not be able to rely on Rule 415 under the Securities Act (“Rule
415”), which generally permits the offer and sale of securities on a continued
or delayed basis over a period of time, but instead would require that the
issuer offer and sell such securities in a  direct or "primary" public
offering, at a fixed price, if the facts and circumstances are such that the SEC
believes the investors seeking to have their shares registered are underwriters
and/or affiliates of the issuer.  It appears that the SEC in most
cases will permit a registration for resale of up to one third of the total
number of shares of common stock then currently owned by persons who are not
affiliates of such issuer and, in some cases, a larger percentage depending on
the facts and circumstances.  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
mayinclude 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.


9


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.





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.


10


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





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





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




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





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





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





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.


11


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 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
the Company 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 definitive agreement
regarding a business combination.





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


12


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.





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.


13


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 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.


14


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.





Results
of Operations





Continuing
Operating Expenses for the Fiscal Year Ended December 31, 2009 Compared to the
Fiscal Year Ended December 31, 2008





We are a
development stage corporation with limited operations and did not have any
revenues during the fiscal years ended December 31, 2009 and 2008,
respectively.





Total expenses from Continuing
Operations for the fiscal years ended December 31, 2009and 2008were$16,335 and$900, respectively.  These
expenses primarily constituted general and administrative expenses related to
professional fees.The increase in expenses in 2009 is due
to 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, 2009, the Companyhad working capital of
approximately $738.  As additional expenses are incurred, the Company
expects to obtain the necessary funds from its majority
shareholder.





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





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





Not
applicable.


15


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 PeriodContractual Obligations
                        
                        Total
                        
                        
                        Less than 1 year
                        
                        
                        1-3 years
                        
                        
                        3-5 years
                        
                        
                        More than 5 yearsPurchase
      Obligations
                        
                        $
                        11,650
                        
                        
                        $
                        11,650
                        
                        
                        
                        —
                        
                        
                        
                        —
                        
                        
                        
                        —TOTAL
                        
                        $
                        11,650
                        (1)
                        
                        $
                        11,650
                        
                        
                        
                        —
                        
                        
                        
                        —
                        
                        
                        
                        —





(1) Of
this total $6,000 represents auditors’ fees.





G.  Safe
Harbor.





Not
applicable.





ITEM
6.  DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES





A.  Directors
and Senior Management.





Our officers and directors are as
follows:





Name
                    
                    Age
                    
                    Position(s)Arnold
      P. Kling
                    
                    52
                    
                    President
      and DirectorKirk
      M. Warshaw
                    
                    52
                    
                    Chief
      Financial Officer and SecretaryDaniel
      Marty
                    
                    45
                    
                    DirectorDr.
      Stefan Saladin
                    
                    42
                    
                    Director





Arnold P.
Kling.  Mr. Kling has served as our President and one of our
directors since 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. During the past five
years, Mr. Kling was a Director of Enthrust Financial Services, Inc., n/k/a
Rodman & Renshaw Capital Group, Inc. (NASDAQ: RODM). Mr. Kling currently
also serves as a Director and President of 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: MTMS),
24Holdings, Inc. (OTCBB:TWFH) and Protalex, Inc. (OTCBB: PRTX). Mr. Kling’s
professional experience and background with other companies and with us, as our
president and director since inception, have given him the expertise needed to
serve as our director.


16




Kirk M. Warshaw. Mr. Warshaw has served as
our Chief Financial Officer and Secretary since 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.
During the past five years, Mr. Warshaw was a Director of Empire Financial
Holding Company, n/k/a Jesup & Lamont, Inc. (NYSE AMEX: JLI). Mr. Warshaw is
currently also the Chief Financial Officer of 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: MTMS)
and Protalex, Inc. (OTCBB: PRTX), and a Director and the Chief Financial Officer
of 24Holdings Inc. (OTCBB: TWFH).


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 I, 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 Accounting” certificate since 1989
and passed the exam for Authorized Persons to Perform Controlled Functions
(according to FSA) in 2002.  Mr. Marty’s professional experience and
background with other companies and with us, as our director since July 2006,
have given him the expertise needed to serve as our director.
 
 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. In 2006 Mr. Saladin also became a
director of Rodman International Enterprise III, Ltd. and Rodman International
Enterprise I, Ltd.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.  Mr.
Saladin’s professional experience and background with other companies and with
us, as our director since July 2006, have given him the expertise needed to
serve as our director.


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, 2010. 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.


17


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, 2010. No other directors
shall receive compensation.  Officers serve at the discretion of the
Board of Directors.





D.  Employees.





None.





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, 2010.





Name
                    
                    Numberof Shares
                    
                    
                    PercentofVoting
                      Shares Outstanding (1)
                    
                    
                    PercentofNon-Voting
                      SharesOutstanding(2)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,
  2010.


(2)
            The
      beneficial ownership percentages are calculated based on 2,500,000
      Non-Voting Shares issued and outstanding as of June 1,
    2010.


18


ITEM
7.  MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS





A.  Major
Shareholders.





The following table sets forth
information, as of June 1, 2010 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.





NameandAddress
                        
                        NumberofVotingShares
                        
                        
                        PercentofVotingSharesDaniel
      Marty
                          Rothusstrasse
      21
                          Hunenberg
      6331
                          Switzerland
                        
                        
                        10,000
                        
                        
                        
                        100
                        %


(1)
            The
      beneficial ownership percentages are calculated based on 10,000 voting
      shares issued and outstanding as of June 1,
  2010.





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.





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.


19


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.





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.


20


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 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.


21


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.





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.


22


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 except for Items
12.D.3 and 4, which are not applicable to the Company.





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, December 31, 2009 (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.




(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 the Evaluation
Date.  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 the Evaluation Date, 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.”


23


(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
$6,000 for the fiscal year ended December 31, 2008 and $6,000 for the fiscal
year ended December 31, 2009.





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, 2009 and
2008.





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,
2009 and 2008.





D.  All
Other Fees.





There
were no fees billed by Sherb & Co., LLP for other products and services for
the fiscal years ended December 31, 2009 and 2008.





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.


24


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





ExhibitNumber
                              
                              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,
  2009.12.2
                              
                              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,
  2009.13.1
                              
                              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.


*
            Filed
      as an exhibit to the Company’s Form 20-F, as filed with the SEC on June
      26, 2009, 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 23, 2010
                            By:
                            /s/ Arnold P. KlingArnold
      P. KlingPresident(Principal
      Executive Officer)Date:
      June 23, 2010
                            By:
                            /s/ Kirk M. WarshawKirk
      M. WarshawChief
      Financial Officer(Principal
      Financial Officer)


26


Rodman
International Enterprise II, Ltd.


(A
Development Stage Company)




INDEX
TO FINANCIAL STATEMENTS





PageREPORT
      OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
                28FINANCIAL
      STATEMENTSBalance
      Sheets as of December 31, 2009 and 2008
                29Statements
      of Operations for the years ended December 31, 2009 and 2008 and for the
      cumulative period from July 6, 2006 (Date of Inception) to December 31,
      2009
                30Statements
      of Changes in Stockholders’ Equity (Deficit) for the period from July 6,
      2006 (Date of Inception) to December 31, 2009
                31Statements
      of Cash Flows for the years ended December 31, 2009 and 2008, and for the
      cumulative period from July 6, 2006 (Date of Inception) to December 31,
      2009
                32NOTES
      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, 2009 and 2008, and the
related statements of operations, stockholders’ equity (deficit), and cash flows
for the period July 6, 2006 (Inception) to December 31, 2009, for the years
ended December 31, 2009 and 2008. 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, 2009 and 2008, and the results of its operations and its
cash flows for the period July 6, 2006 (Inception) to December 31, 2009, for the
years ended December 31, 2009 and 2008, in conformity with accounting principles
generally accepted in the United States.




/s/
      Sherb & Co., LLPCertified
      Public Accountants


New York,
New York


June 21,
2010


28


RODMAN
INTERNATIONAL ENTERPRISE II, LTD.


(A
Development Stage Company)


BALANCE
SHEETS





December 312009
                          
                          
                          2008ASSETSCash
                          
                          $
                          12,388
                          
                          
                          $
                          6,973TOTAL
      ASSETS
                          
                          $
                          12,388
                          
                          
                          $
                          6,973LIABILITIES AND STOCKHOLDERS' EQUITY
      (DEFICIT)Accounts
      payable and accrued expenses
                          
                          $
                          11,650
                          
                          
                          $
                          10,400TOTAL
      CURRENT LIABILITIES
                          
                          
                          11,650
                          
                          
                          
                          10,400COMMITMENTS
      AND CONTINGENCIES
                          
                          
                          -
                          
                          
                          
                          -STOCKHOLDERS'
      EQUITY (DEFICIT):Preferred
      stock, $.0001 par value; 1,000,000 shares authorized in 2009 and 2008
      respectively, none issued
                          
                          
                          -
                          
                          
                          
                          -Common
      stock, $.0001 par value; 50,000,000 Convertible non-voting shares
      authorized, 10,000 shares issued and outstanding for 2009 and 2008,
      respectively
                          
                          
                          1
                          
                          
                          
                          1Common
      stock, $.0001 par value; 50,000,000 shares authorized, 2,500,000 issued
      and outstanding for 2009 and 2008, respectively
                          
                          
                          250
                          
                          
                          
                          250Additional
      paid-in capital
                          
                          
                          71,300
                          
                          
                          
                          50,800Deficit
      accumulated during the development stage
                          
                          
                          (70,813
                          )
                          
                          
                          (54,478
                          )Total
      stockholders' equity (deficit)
                          
                          
                          738
                          
                          
                          
                          (3,427
                          )TOTAL
      LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
                          
                          $
                          12,388
                          
                          
                          $
                          6,973





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 Duringthe DevelopmentYear Ended
                
                
                StageDecember 31,
                
                
                July 6, 2006
                  (inception) to2009
                
                
                2008
                
                
                December 31, 2009Revenues
                
                $
                -
                
                
                $
                -
                
                
                $
                -ExpensesProfessional
      fees
                
                
                13,000
                
                
                
                (1,500
                )
                
                
                61,433Other
      costs
                
                
                3,335
                
                
                
                2,400
                
                
                
                9,380Total
      expenses
                
                
                (16,335
                )
                
                
                900
                
                
                
                (70,813
                )Net
      loss
                
                $
                (16,335
                )
                
                $
                (900
                )
                
                $
                (70,813
                )Basic
      and diluted loss per share
                
                $
                (0.01
                )
                
                $
                (0.00
                )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, 2009





DeficitAccumulated
                  
                  
                  TotalAdditional
                  
                  
                  During the
                  
                  
                  Stockholders'Common Stock – voting
                  
                  
                  Common Stock – non-voting
                  
                  
                  Paid-in
                  
                  
                  Development
                  
                  
                  EquityShares
                  
                  
                  Amount
                  
                  
                  Shares
                  
                  
                  Amount
                  
                  
                  Capital
                  
                  
                  Stage
                  
                  
                  (Deficit)Balance
      at July 6, 2006 (inception)
                  
                  
                  -
                  
                  
                  $
                  -
                  
                  
                  
                  -
                  
                  
                  $
                  -
                  
                  
                  $
                  -
                  
                  
                  $
                  -
                  
                  
                  $
                  -Common
      shares issued at par value
                  
                  
                  10,000
                  
                  
                  
                  1
                  
                  
                  
                  2,500,000
                  
                  
                  
                  250
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  251Contributed
      Capital
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  37,800
                  
                  
                  
                  -
                  
                  
                  
                  37,800Net
      loss
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  (36,533
                  )
                  
                  
                  (36,533
                  )Balances
      at December 31, 2006
                  
                  
                  10,000
                  
                  
                  
                  1
                  
                  
                  
                  2,500,000
                  
                  
                  
                  250
                  
                  
                  
                  37,800
                  
                  
                  
                  (36,533
                  )
                  
                  
                  1,518Contributed
      Capital
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  13,000
                  
                  
                  
                  -
                  
                  
                  
                  13,000Net
      loss
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  (17,045
                  )
                  
                  
                  (17,045
                  )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
                  )Contributed
      Capital
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  20,500
                  
                  
                  
                  -
                  
                  
                  
                  20,500Net
      loss
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  (16,335
                  )
                  
                  
                  (16,335
                  )Balances
      at December 31, 2009
                  
                  
                  10,000
                  
                  
                  $
                  1
                  
                  
                  
                  2,500,000
                  
                  
                  $
                  250
                  
                  
                  $
                  71,300
                  
                  
                  $
                  (70,813
                  )
                  
                  $
                  738





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


31


RODMAN INTERNATIONAL ENTERPRISE II,
LTD.


(A
Development Stage Company)


STATEMENTS
OF CASH FLOWS





Cumulative DuringYear Ended December 31,
                
                
                the Development StageJuly 6, 2006 (inception)2009
                
                
                2008
                
                
                to December 31, 2009CASH
      FLOWS FROM OPERATING ACTIVITIESNet
      loss
                
                $
                (16,335
                )
                
                $
                (900
                )
                
                $
                (70,813
                )Changes
      in operating assets and liabilities:Increase
      (decrease) in accrued expenses
                
                
                1,250
                
                
                
                (5,125
                )
                
                
                11,650NET
      CASH USED IN OPERATING ACTIVITIES
                
                
                (15,085
                )
                
                
                (6,025
                )
                
                
                (59,163
                )CASH
      FLOWS FROM FINANCING ACTIVITIESProceeds
      from issuance of common stock
                
                
                -
                
                
                
                -
                
                
                
                251Contributed
      capital
                
                
                20,500
                
                
                
                -
                
                
                
                71,300NET
      CASH PROVIDED BY FINANCING ACTIVITIES
                
                
                20,500
                
                
                
                -
                
                
                
                71,551NET
      CHANGE IN CASH AND CASH EQUIVALENTS
                
                
                5,415
                
                
                
                (6,025
                )
                
                
                12,388CASH
      AND CASH EQUIVALENTS AT BEGINNING OF PERIOD
                
                
                6,973
                
                
                
                12,998
                
                
                
                -CASH
      AND CASH EQUIVALENTS AT END OF PERIOD
                
                $
                12,388
                
                
                $
                6,973
                
                
                $
                12,388SUPPLEMENTAL
      DISCLOSURE OF CASH FLOWS INFORMATIONInterest
      paid
                
                $
                -
                
                
                $
                -
                
                
                $
                -Income
      taxes
                
                
                -
                
                
                
                -
                
                
                
                -





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


32


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, 2009, 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 the accounting guidance on accounting
for income taxes.  The accounting guidance 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, the accounting guidance requires an evaluation
of the probability of being able to realize the future benefits indicated by
such assets.  A valuation allowance related to a deferred tax asset is
recorded when it is more likely than not that some or the entire deferred tax
asset will not be realized.





At
December 31, 2009, the Company has U.S. net operating loss carry forwards of
approximately $71,000, which expire in 2029. Based on the fact that the Company
has not generated revenues since inception, the deferred tax asset of
approximately $20,000 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.


33


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





YearEnded
                            December31,2009
                          
                          
                          2008Statutory
      federal tax rate
                          
                          
                          34
                          %
                          
                          
                          34
                          %Tax
      benefit computed at statutory rate
                          
                          $
                          (5,000
                          )
                          
                          
                          (300
                          )State
      income tax benefit, net of federal effect
                          
                          
                          (1,000
                          )
                          
                          
                          (50
                          )Change
      in valuation allowance
                          
                          
                          6,000
                          
                          
                          
                          350Total
                          
                          $
                          -
                          
                          
                          $
                          -





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, 2009, a
stockholder also contributed an additional $20,500 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, 2009, 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
Space


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





NOTE
7 – Subsequent Event





We have
evaluated subsequent events for disclosure purposes through June 21, 2010. 
Subsequent to the year ended December 31, 2009, a stockholder contributed an
additional $13,000 to the Company.


34