**U.S.
      SECURITIES AND EXCHANGE COMMISSION**


Washington,
      D.C. 20549





**Form
      10-KSB**





(Mark
      One)





**x
      ANNUAL REPORT UNDER
      SECTION 13 OR 15(d)**


**OF
      THE SECURITIES EXCHANGE ACT OF 1934**





For
      the
      fiscal year ended December 31, 2005





**o
      TRANSITION REPORT UNDER
      SECTION 13 OR 15(d)**


**OF
      THE SECURITIES EXCHANGE ACT OF 1934**





For
      the
      transition period from ______________ to ______________




*Commission
      File Number 000-51738*


_____________________________________________




**R&R
      Acquisition II, Inc.**





(Exact
      name of registrant as specified in its charter)





_______________________________________________







Delaware
            
            43-2069361(State
                or other jurisdiction of  incorporation or
                organization)
            
            (I.R.S.
                Employer Identification No.)c/o
                Kirk M. Warshaw47
                School AvenueChatham,
                New Jersey
            
            07928(Address
                of principal executive offices)
            
            (zip
                code)Registrant’s
                telephone number, including area code:973-635-4047




_______________________________________________





Securities
      registered under Section 12(b) of the Exchange Act:





None.





Securities
      registered under Section 12(g) of the Exchange Act:





Common
      Stock, $0.0001 par value per share


-----------------------------------------


(Title
      of
      Class)










Indicate
      by check mark whether the registrant (1) has filed all reports required to
      be
      filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months
      (or for such shorter period that the registrant was required to file such
      reports), and (2) has been subject to such filing requirements for the past
      90
      days. Yes x No
o.





Check
      whether the issuer is a shell company (as defined in Rule 12b-2 of the Exchange
      Act). Yes x No
o.





Indicate
      by check mark if there is no disclosure of delinquent filers in response to
      Item
      405 of Regulation S-K (§229.405 of this chapter) contained herein, and no
      disclosure will be contained, to the best of registrant's knowledge, in
      definitive proxy or information statements incorporated by reference in Part
      III
      of this Form 10-KSB. o





Indicate
      by check mark whether the registrant is an accelerated filer (as defined in
      Rule
      12b-2 of the Act). Yes o
      No x.





The
      Company’s revenues for fiscal year ended December 31, 2005 were $0.





As
      of
      April 7, 2006, there were 2,500,000 shares of common stock outstanding, none
      of
      which were held by non-affiliates, or eligible for trading on any market.





**DOCUMENTS
      INCORPORATED BY REFERENCE:**





**None**








**FORWARD-LOOKING
      STATEMENTS**





Certain
      statements made in this Annual Report on Form 10-KSB are “forward-looking
      statements” (within the meaning of the Private Securities Litigation Reform Act
      of 1995) regarding the plans and objectives of management for future operations.
      Such statements involve known and unknown risks, uncertainties and other factors
      that may cause actual results, performance or achievements of R&R
      Acquisition II, Inc. (the “Company”) to be materially different from any future
      results, performance or achievements expressed or implied by such
      forward-looking statements. The forward-looking statements included herein
      are
      based on current expectations that involve numerous risks and uncertainties.
      The
      Company's plans and objectives are based, in part, on assumptions involving
      the
      continued expansion of business. Assumptions relating to the foregoing involve
      judgments with respect to, among other things, future economic, competitive
      and
      market conditions and future business decisions, all of which are difficult
      or
      impossible to predict accurately and many of which are beyond the control of
      the
      Company. Although the Company believes its assumptions underlying the
      forward-looking statements are reasonable, any of the assumptions could prove
      inaccurate and, therefore, there can be no assurance the forward-looking
      statements included in this Report will prove to be accurate. In light of the
      significant uncertainties inherent in the forward-looking statements included
      herein, the inclusion of such information should not be regarded as a
      representation by the Company or any other person that the objectives and plans
      of the Company will be achieved.









**PART
      I**


**Item
      1. Business.**




**Introduction**





R&R
      Acquisition II, Inc. (“we”, “our”, “us”, the "Company" or the "Registrant") was
      incorporated in the State of Delaware and maintains principal offices at 47
      School Avenue, Chatham, New Jersey 07928. 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 since the
      effectiveness of its registration statement on Form 10-SB on March 20, 2006,
      has
      begun efforts to identify a business combination.





The
      Company, based on proposed business activities, is a "blank check" company.
      The
      Securities and Exchange Commission (the “SEC”) defines those companies as "any
      development stage company that is issuing a penny stock, within the meaning
      of
      Section 3 (a)(51) of the 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." Many states have enacted statutes, rules
      and
      regulations limiting the sale of securities of "blank check" companies in their
      respective jurisdictions. The Company, as defined in Rule 12b-2 under the
      Securities Exchange Act of 1934, as amended (the “Exchange Act”), also is a
“shell company,” defined as a company with no or nominal assets (other than
      cash) and no or nominal operations. Management does not intend to undertake
      any
      efforts to cause a market to develop in our securities, either debt or equity,
      until we have successfully concluded a business combination. The Company intends
      to comply with the periodic reporting requirements of the Exchange Act for
      so
      long as we are subject to those requirements.




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





**Competition**





Our
      primary goal is the acquisition of a target company or business seeking the
      perceived advantages of being a publicly held corporation. The Company faces
      vast competition from other shell companies with the same objectives. The
      Company is in a highly competitive market for a small number of business
      opportunities which could reduce the likelihood of consummating a successful
      business combination. A large number of established and well-financed entities,
      including small public companies and venture capital firms, are active in
      mergers and acquisitions of companies that may be desirable target candidates
      for us. Nearly all these entities have significantly greater financial
      resources, technical expertise and managerial capabilities than we do;
      consequently, we will be at a competitive disadvantage in identifying possible
      business opportunities and successfully completing a business combination.
      These
      competitive factors may reduce the likelihood of our identifying and
      consummating a successful business combination.





1




**Employees**





Other
      than Arnold P. Kling and Kirk M. Warshaw, our President and Chief Financial
      Officer, respectively, the Company currently has no employees. Neither of our
      officers receives any cash compensation, and each provides services on an
      as-needed basis.





**RISK
      FACTORS**





**The
      information in this Form 10-KSB contains forward-looking statements. These
      statements relate to future events or future financial performance. In some
      cases, forward-looking statements can be identified by terminology such as
      “may,” “will,” “should,” “could,” “expects,” “hopes,” “believes,” “plans,”
“anticipates,” “estimates,” “predicts,” “potential,” or “continue” or the
      negative of such terms and other comparable terminology. These statements are
      only predictions. In evaluating these statements, readers should specifically
      consider various factors, including the risks outlined below. These factors
      may
      cause the Company’s actual results to differ materially from any forward-looking
      statement.**





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





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 stockholders. Our officers may be entitled to receive compensation from
      a
      target company they identify or provide services to in connection with a
      business combination. Further, our management's own pecuniary interest may
      at
      some point compromise its fiduciary duty to our stockholders. In addition,
      Mr.
      Kling and Mr. Warshaw, our officers and sole director, are currently involved
      with other blank check offerings and conflicts in the pursuit of business
      combinations with such other blank check companies with which they and
      affiliates of our majority stockholders 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 registered broker-dealer and affiliate
      of our majority stockholder, may act as our 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 for
      such
      services. We cannot assure you that conflicts of interest among us, Rodman
&
Renshaw and our stockholders 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.





2




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





We
      are in
      a
      highly competitive market for a small number of business opportunities which
      could reduce the likelihood of consummating a successful business combination.
      We will 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 your investment. The success of our plan of operation will depend to
      a
      great extent on the operations, financial condition and management of an
      identified business opportunity. W e
      cannot
      assure you that we will be successful in locating candidates with established
      operating histories. In the event we complete a business combination with a
      privately held company, 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.





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




While
      seeking a business combination, management anticipates devoting no more than
      a
      few hours per week to the Company's affairs. 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 public reporting
      company may preclude us from entering into and consummating a merger or
      acquisition with the most attractive private companies.**





Target
      companies that fail to comply with SEC reporting requirements may delay or
      preclude business acquisitions. Sections 13 and 15(d) of 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.





3




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





Although
      we will be subject to the reporting requirements under the Exchange Act,
      management believes we will not be subject to regulation under the Investment
      Company Act of 1940, as amended (the “Investment Company Act”), since we will
      not be 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 Securities and Exchange
      Commission 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 concern, we will be subject
      to
      risks inherent in business operations outside of the United States. 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 United States 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 common stock.**




Outstanding
      shares of our common stock cannot be offered, sold, pledged or otherwise
      transferred unless subsequently registered pursuant to, or exempt from
      registration under, the Securities Act of 1933, as amended (the “Securities
      Act”) and any other applicable federal or state securities laws or regulations.
      These restrictions will limit the ability of our stockholders to liquidate
      their
      investment. Further, shares of our common stock cannot be sold under the
      exemptions from registration provided by Rule 144 under or 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 Securities and Exchange Commission’s
      Division of Corporation Finance ,
      to Ken
      Worm of NASD Regulation, Inc., dated January 21, 2000.





**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
      Certificate of Incorporation authorizes the issuance of a maximum of
      75,000,000 shares of common stock and a maximum of 10,000,000 shares of
      preferred stock. Any merger or acquisition effected by us may result in the
      issuance of additional securities without stockholder approval and may result
      in
      substantial dilution in the percentage of our common stock held by our then
      existing stockholders. Moreover, the common stock 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
      common stock held by our then existing stockholders. Our Board
      of
      Directors has the power to issue any or all of such authorized but unissued
      shares without stockholder approval. To the extent that additional shares of
      common stock or preferred stock are issued in connection with a business
      combination or otherwise, dilution to the interests of our stockholders will
      occur and the rights of the holders of common stock might be materially
      adversely affected.





4




**Our
      stockholders may engage in a transaction to cause the Company to repurchase
      their shares of common stock.**





In
      order
      to provide an interest in the Company to a third party, our stockholders may
      choose to cause the Company to sell Company securities to third parties, with
      the proceeds of such sale being utilized by the Company to repurchase shares
      of
      common stock held by the stockholders. As a result of such transaction, our
      management, principal stockholders and Board of Directors may change.





**The
      Company has conducted no 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. 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
      stockholders.





**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 common stock. 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.





**We
      cannot assure you that following a business combination with an operating
      business, our common stock will be listed on NASDAQ or any other securities
      exchange.**




Following
      a business combination, we may seek the listing of our common stock on NASDAQ
      or
      the American Stock Exchange. However, we cannot assure you that following such
      a
      transaction, we will be able to meet the initial listing standards of either
      of
      those or any other stock exchange, or that we will be able to maintain a listing
      of our common stock on either of those or any other stock exchange. After
      completing a business combination, until our common stock is listed on the
      NASDAQ or another stock exchange, we expect that our common stock would be
      eligible to trade on the OTC Bulletin Board, another over-the-counter quotation
      system, or on the “pink sheets,” where our stockholders may find it more
      difficult to dispose of shares or obtain accurate quotations as to the market
      value of our common stock. 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 common stock, which may further affect its liquidity. This would also make
      it more difficult for us to raise additional capital following a business
      combination.





5




**There
      is no public market for our common stock, nor have we ever paid dividends on
      our
      common stock.**





There
      is
      no public trading market for our common stock and none is expected to develop
      in
      the foreseeable future unless and until the Company completes a business
      combination with an operating business and such business files a registration
      statement under the Securities Act. Additionally, we have never paid dividends
      on our common stock and do not presently intend to pay any dividends in the
      foreseeable future. We anticipate that any funds available for payment of
      dividends will be re-invested into the Company to further its business strategy.





**Authorization
      of Preferred Stock.**





Our
      Certificate of Incorporation authorizes the issuance of up to 10,000,000 shares
      of preferred stock with designations, rights and preferences determined from
      time to time by its Board of Directors. Accordingly, our Board of Directors
      is
      empowered, without stockholder approval, to issue preferred stock with dividend,
      liquidation, conversion, voting, or other rights which could adversely affect
      the voting power or other rights of the holders of the common stock. In the
      event of issuance, the preferred stock 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
      shares of its authorized preferred stock, there can be no assurance that the
      Company will not do so in the future.





**Item
      2. Property.**





The
      Company operates from offices which are owned by an affiliated company of Kirk
      M. Warshaw, our Chief Financial Officer and Secretary, for no rent, on a
      month-to-month basis. The Company does not own, nor intends to invest in any
      real property. The Company currently has no policy with respect to investments
      or interests in real estate, real estate mortgages or securities of, or
      interests in, persons primarily engaged in real estate activities.





**Item
      3. Legal Proceedings.**




The
      Company is not party to any legal proceedings nor is it aware of any
      investigation, claim or demand made on the Company that may reasonably result
      in
      any legal proceedings.





**Item
      4. Submission of Matters to a Vote of Security Holders.**





None.




6





**PART
      II**





**Item
      5. Market for Common Equity, Related Stockholder Matters and Issuer Purchases
      of
      Equity Securities.**





**Common
      Stock**





The
      Company is authorized by its Certificate of Incorporation to issue an aggregate
      of 85,000,000 shares of capital stock, of which 75,000,000 are shares of common
      stock, par value $.0001 per share (the "Common Stock"). As of the date hereof,
      2,500,000 shares of Common Stock are issued and outstanding, and there are
      three
      holders of record of the Common Stock.




The
      Common Stock is not listed on a publicly-traded market.





**Preferred
      Stock**





Our
      Certificate of Incorporation authorizes the issuance of up to 10,000,000 shares
      of preferred stock, par value $.0001 per share (the “Preferred Stock”). The
      Company has not yet issued any of its preferred stock.




**Dividend
      Policy**




The
      Company has not declared or paid any cash dividends on its common stock and
      does
      not intend to declare or pay any cash dividend in the foreseeable future. The
      payment of dividends, if any, is within the discretion of the Board of Directors
      and will depend on the Company’s earnings, if any, its capital requirements and
      financial condition and such other factors as the Board of Directors may
      consider.





**Recent
      Sales of Unregistered Securities**





The
      Registrant issued 2,000,000 shares of Common Stock on February 14, 2005, to
      R&R Investments II, LLC, for cash consideration of $.0001 per share for an
      aggregate investment of $200. In February 2005, R&R Investments II, LLC made
      an additional cash capital contribution of $24,800. On October 31, 2005, the
      Registrant issued 400,000 shares of Common Stock to Arnold P. Kling for cash
      consideration of $.0001 per share and 100,000 shares of Common Stock to Kirk
      M.
      Warshaw for cash consideration of $.0001 per share, for an aggregate investment
      of $40 and $10, respectively. The Registrant sold these shares of Common Stock
      under the exemption from registration provided by Section 4(2) of the Securities
      Act.




All
      purchasers represented in writing that they acquired the securities for their
      own account. A legend was placed on the stock certificate stating that the
      securities have not been registered under the Securities Act and cannot be
      sold
      or otherwise transferred without an effective registration or an exemption
      therefrom, but may not be sold pursuant to the exemptions provided by Section
      4(1) of the Securities Act or Rule 144 under the Securities Act, in accordance
      with the letter from Richard K. Wulff, Chief
      of
      the Office of Small Business Policy of the Securities and Exchange Commission’s
      Division of Corporation Finance ,
      to Ken
      Worm of NASD Regulation, Inc., dated January 21, 2000.





7


**Item
      6. Management’s Discussion and Analysis or Plan of
      Operation.**




**Plan
      of Operations**





The
      Company has not realized any revenues from operations since inception, and
      its
      plan of operation for the next twelve months shall be to locate suitable
      acquisition or merger candidates. The Company may need additional cash advances
      from stockholders to pay for operating expenses until the Company consummates
      the merger with a privately-held company. Although it is currently anticipated
      that the Company can satisfy its cash requirements with additional cash
      advances, if needed, for at least the next twelve months, the Company can
      provide no assurance that it can continue to satisfy its cash requirements
      for
      such period.




**Results
      of Operations**





The
      Company has not conducted any active operations since inception, except for
      its
      efforts to locate suitable acquisition or merger transactions. No revenue has
      been generated by the Company during such period, and it is unlikely the Company
      will have any revenues unless it is able to consummate or effect an acquisition
      of, or merger with, an operating company, of which there can be no
      assurance.





The
      operating expenses of approximately $31,000 for the period from February 14,
      2005 (Date of Inception) to December 31, 2005 resulted primarily from
      accounting/auditing and legal expenses. Because virtually none of these expenses
      were paid during the period ended December 31, 2005, the approximate $25,000
      of
      cash that the Company realized during the period from the sale of stock and
      from
      other capital contributions was largely intact on December 31, 2005. However,
      the Company’s current liabilities of approximately $31,000 exceeded the
      Company’s cash balance of $25,000 by approximately $6,000. As noted, the Company
      expects to meet is cash requirements with additional cash advances from
      stockholders.





The
      Company’s current liability includes a loan from an affiliated company that is
      also a shareholder of the Company in the amount of $15,500. The loan is
      non-interest bearing and payable on demand.




8




**Item
      7. Financial Statements.**







R&R
      ACQUISITION II, INC.


(A
      Development Stage Company)





INDEX
      TO
      FINANCIAL STATEMENTS






PageREPORT
                OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
              
              F-1FINANCIAL
                STATEMENTSBalance
                Sheet as of December 31, 2005
              
              F-2Statement
                of Operations for the period fromFebruary 14, 2005 (Date of Inception) to December 31, 2005
              
              F-3Statement
                of Changes in Stockholders’ Deficiency for the period fromFebruary 14, 2005 (Date of Inception) to December 31, 2005
              
              F-4Statement
                of Cash Flows for the period fromFebruary 14, 2005 (Date of Inception) to December 31, 2005
              
              F-5NOTES
                TO FINANCIAL STATEMENTS
              
              F-6
                  to F-7









REPORT
      OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM








To
      the
      Board of Directors


R&R
      ACQUISITION II, INC.




We
      have
      audited the accompanying balance sheet of R&R ACQUISITION II, INC. (a
      development stage company) (the “Company”) as of December 31, 2005 and the
      related statements of operations, changes in stockholders’ deficiency and cash
      flows for the period from February 14, 2005 (Date of Inception) to December
      31,
      2005. These financial statements are the responsibility of the Company’s
      management. Our responsibility is to express an opinion on these financial
      statements based on our audit.





We
      conducted our audit in accordance with the standards of the Public Company
      Accounting Oversight Board (United States). Those standards require that we
      plan
      and perform the audit to obtain reasonable assurance about whether the financial
      statements are free of material misstatement. The Company is not required to
      have, nor were we engaged to perform, an audit of its internal control over
      financial reporting. Our audit included consideration of internal control over
      financial reporting as a basis for designing audit procedures that are
      appropriate in the circumstances, but not for the purpose of expressing an
      opinion on the effectiveness of the Company’s internal control over financial
      reporting. Accordingly, we express no such opinion. An audit also includes
      examining, on a test basis, evidence supporting the amounts and disclosures
      in
      the financial statements, assessing the accounting principles used and
      significant estimates made by management, as well as evaluating the overall
      financial statement presentation. We believe that our 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 R&R ACQUISITION II, INC. (a
      development stage company) as of December 31, 2005, and the results of its
      operations and its cash flows for the period from February 14, 2005 (Date of
      Inception) to December 31, 2005 in conformity with accounting principles
      generally accepted in the United States of America.






/s/
      Marcum & Kliegman LLP




New
      York,
      New York


April
      3,
      2006





F-1


R&R
      ACQUISITION II, INC.


(A
      Development Stage Company)





BALANCE
      SHEET





DECEMBER
      31, 2005













ASSETS







CURRENT
                ASSETS:Cash
                and cash equivalents ( TOTAL ASSETS)
            
            $
            25,012





LIABILITIES
      AND STOCKHOLDERS’ DEFICIENCY





CURRENT
                LIABILITIES:Accrued
                expenses
            
            $
            15,500Loan
                payable- related party
            
            
            15,500TOTAL
                CURRENT LIABILITIES
            
            
            31,000COMMITMENTS
                AND CONTINGENCIESSTOCKHOLDERS’
                DEFICIENCY:Preferred
                stock, $.0001 par value; 10,000,000 shares authorized,
              none
                issued and outstanding
            
            
            --Common
                stock, $.0001 par value; 75,000,000 shares authorized,2,500,000
                shares issued and outstanding
            
            
            250Additional
                paid-in capital
            
            
            24,800Deficit
                accumulated during the development stage
            
            
            (30,988
            )Common
                stock subscribed
            
            
            (
                50
            )TOTAL
                STOCKHOLDERS’ DEFICIENCY
            
            
            (
                5,988
            )TOTAL
                LIABILITIES AND STOCKHOLDERS’ DEFICIENCY
            
            $
            25,012








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





F-2


R&R
      ACQUISITION II, INC.


(A
      Development Stage Company)





STATEMENT
      OF OPERATIONS


For
      the
      Period from February 14, 2005 (Date of Inception) to December 31,
      2005










Professional
                fees
            
            $
            18,500Formation
                and other costs
            
            
            12,488NET
                LOSS
            
            $
            (30,988
            )Weighted
                average number of common shares
            
            
            2,095,313Net
                loss per share:basic
                and diluted common share
            
            $
            (
                0.01
            )







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





F-3




R&R
      ACQUISITION II, INC.


(A
      Development Stage Company)


STATEMENT
      OF CHANGES IN STOCKHOLDERS’ DEFICIENCY


For
      the
      Period from February 14, 2005 (Date of Inception) to December 31,
      2005








DeficitAccumulatedAdditional
            
            During
                the
            
            Common
            
            TotalCommon
                Stock
            
            Paid
                - In
            
            Development
            
            Stock
            
            Stockholders’Shares
            
            Amount
            
            Capital
            
            Stage
            
            Subscribed
            
            DeficiencyCommon
                shares issued
            
            
            2,000,000
            
            $
            200
            
            $
            --
            
            $
            --
            
            $
            --
            
            $
            200(February
                14, 2005 $0.0001 per share)Contributed
                capital, February 14, 2005
            
            
            --
            
            
            --
            
            
            24,800
            
            
            --
            
            
            --
            
            $
            24,800Issuance
                of common stock for subscription
            
            
            500,000
            
            
            50
            
            
            --
            
            
            --
            
            
            (50
            )
            $
            --(October
                31, 2005 $0.0001 per share)Net
                loss
            
            
            --
            
            
            --
            
            
            --
            
            
            (30,988
            )
            
            --
            
            $
            (30,988
            )Balance
                at December 31, 2005
            
            
            2,500,000
            
            $
            250
            
            $
            24,800
            
            $
            (30,988
            )
            $
            (50
            )
            $
            (
                5,988
            )







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





F-4




R&R
      ACQUISITION II, INC.


(A
      Development Stage Company)





STATEMENT
      OF CASH FLOWS


For
      the
      Period from February 14, 2005 (Date of Inception) to December 31,
      2005







CASH
                FLOWS FROM OPERATING ACTIVITIES:Net
                loss
            
            $
            (30,988
            )Changes
                in operating assets and liabilities:Increase
                in accrued expenses
            
            
            15,500NET
                CASH USED IN OPERATING ACTIVITIES
            
            
            (15,488
            )CASH
                FLOWS FROM FINANCING ACTIVITIES:Proceeds
                from sale of common stock
            
            
            200Contributed
                capital from stockholder
            
            
            24,800Proceeds
                from related party loan
            
            
            15,500NET
                CASH PROVIDED BY FINANCING ACTIVITIES
            
            
            40,500NET
                INCREASE IN CASH AND CASH EQUIVALENTS
            
            
            25,012CASH
                AND CASH EQUIVALENTS AT BEGINNING OF PERIOD
            
            $
            --CASH
                AND CASH EQUIVALENTS AT END OF YEAR
            
            $
            25,012







NON-CASH
                FINANCING ACTIVITIES:Common
                stock subscribed
            
            $
            50





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





F-5




R&R
      ACQUISITION II, INC.


(A
      Development Stage Company)





NOTES
      TO
      FINANCIAL STATEMENTS





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





R&R
      ACQUISITION II, INC. (the "Company") was incorporated in Delaware with the
      objective to acquire, or merge with, an operating business. As of April 3,
      2006,
      the Company had not yet commenced any operations.




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





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




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





**Use
      of Estimates**





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





**Development
      Stage Company**





The
      Company has not generated significant revenues to date; accordingly, the Company
      is considered a development stage enterprise as defined in Financial Accounting
      Standards Board No. 7, "Accounting and Reporting for Development Stage
      Companies." The Company is subject to a number of risks similar to those of
      other companies in an early stage of development.





**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.





**Income
      Taxes**





The
      Company accounts for income taxes using the liability method, which requires
      the
      determination of deferred tax assets and liabilities based on the differences
      between the financial and tax bases of assets and liabilities using enacted
      tax
      rates in effect for the year in which differences are expected to reverse.
      Deferred tax assets are adjusted by a valuation allowance, if, based on the
      weight of available evidence, it is more likely than not that some portion
      or
      all of the deferred tax assets will not be realized.





At
      December 31, 2005, the Company has a net operating loss carry forward of
      approximately $31,000 which will expire in 2025. Based on the fact that the
      Company has not generated revenues since inception, the deferred tax asset
      of
      approximately $12,100 has been offset by a full valuation
      allowance.





The
      effective tax rate differs from the statutory rate of 34% due to the increase
      of
      the valuation allowance for the period from February 14, 2005 (Date of
      inception) to December 31, 2005.




F-6


R&R
      ACQUISITION II, INC.


(A
      Development Stage Company)





NOTES
      TO
      FINANCIAL STATEMENTS - CONTINUED








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





**Loss
      Per Share**





Basic
      and
      diluted net loss per share is computed by dividing the net loss by the
      weighted-average number of shares of common stock outstanding during the period.





**NOTE
      3 - Loan Payable - Related Party**





The
      Company has a loan payable of $15,500 to an affiliated company that is a
      stockholder of the Company. The loan is non-interest bearing and is payable
      on
      demand. The loan is uncollateralized.





**NOTE
      4 - Common Stock**





On
      February 14, 2005, the Company sold 2,000,000 shares of its common stock to
      an
      accredited related party investor pursuant to a Private Placement Offering
      for
      consideration of $ 200. The stockholder also contributed an additional amount
      of
      $ 24,800.




On
      October 31, 2005, the Company sold 500,000 shares of its common stock for $
      50.
      The common stock was sold to two accredited related party investors pursuant
      to
      a Private Placement Offering at par value.




**NOTE
      5 - Preferred Stock**





The
      Company is authorized to issue 10,000,000 shares of preferred stock 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, 2005, the Company
      has
      not issued or designated any preferred stock.





**NOTE
      6 - 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
      7 - Commitments and Contingencies**





**Litigation**


The
      Company may be involved in litigation through the normal course of its business
      purpose. The Company believes that the resolution of these unforeseen matters
      will not have a material adverse effect on the financial position of the
      Company.




**Office
      Space**


The
      Company utilizes the office space and equipment of its officer and director
      at
      no cost on a month to month basis. Management estimates such amounts to be
      diminimus.




F-7





**Item
      8. Changes in and Disagreements with Accountants on Accounting and Financial
      Disclosure.**




None.




**Item
      8A. Controls and Procedures.**





The
      Company’s management is responsible for establishing and maintaining a system of
      disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e)
      under the Exchange Act) that is designed to ensure that information required
      to
      be disclosed by the Company in the reports that the Company files or submits
      under the Exchange Act is recorded, processed, summarized and reported, within
      the time periods specified in the Commission’s rules and forms. Disclosure
      controls and procedures include, without limitation, controls and procedures
      designed to ensure that information required to be disclosed by an issuer in
      the
      reports that it files or submits under the Exchange Act is accumulated and
      communicated to the issuer’s management, including its principal executive
      officer or officers and principal financial officer or officers, or persons
      performing similar functions, as appropriate to allow timely decisions regarding
      required disclosure.





In
      accordance with Exchange Act Rules 13a-15 and 15d-15, an evaluation was
      completed under the supervision and with the participation of the Company’s
      management, including the Company’s principal executive officer and principal
      financial officer, of the effectiveness of the design and operation of the
      Company’s disclosure controls and procedures as of the end of the period covered
      by this Annual Report. Based on that evaluation, the Company’s Principal
      Executive Officer and Principal Financial Officer concluded that the Company’s
      disclosure controls and procedures are effective, to provide reasonable
      assurance that information required to be disclosed in the Company’s reports
      filed or submitted under the Exchange Act is recorded, processed, summarized,
      and reported within the time periods specified in the Commission’s rules and
      forms. There have been no changes to the Company’s internal controls over
      financial reporting that occurred during our last fiscal quarter of the year
      ended December 31, 2005, that materially affected, or were reasonably likely
      to
      materially affect, our internal controls over financial reporting.





**Item
      8B. Other Information.**





None.





**Part
      III**





**Item
      9. Directors and Executive Officers of the Registrant.**





(a)
      Identification of Directors and Executive Officers. The following table sets
      forth certain information regarding the Company’s sole director and executive
      officers for the fiscal year ended December 31, 2005:





Name
            Age
            Position
            TermArnold
                P. Kling
            47
            President
                and Director
            November
                5, 2005 thru PresentKirk
                Warshaw
            48
            Secretary
                and Chief Financial Officer
            November
                5, 2005 thru PresentBenjamin
                Bowen
            45
            President,
                Secretary and Director
            May
                19, 2005 thru November 5, 2005





9





**Arnold
      P. Kling** ,
      47. Mr.
      Kling has served as a Director and President of the Company since November
      5,
      2005. 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 Buckeye Communications, Inc., a Nasdaq listed licensing and
      multimedia company. From 1990 through 1993, Mr. Kling was an associate and
      partner in the corporate and financial services department of Tannenbaum,
      Helpern, Syracuse & Hirschtritt LLP, a mid-size New York law firm. Mr. Kling
      received a Bachelor of Science degree from New York University in International
      Business in 1980 and a Juris Doctor degree from Benjamin Cardozo School of
      Law
      in 1983. Mr. Kling currently serves as a Director and President of Twin Lakes,
      Inc., R&R Acquisition III, Inc., R&R Acquisition IV, Inc. and R&R
      Acquisition V, Inc. (each a publicly reporting, non-trading company), Entrust
      Financial Services, Inc. (OTCBB:ENFN), and 24 Holdings, Inc.
      (OTCBB:TFHD).





**Kirk
      M. Warshaw** ,
      48. Mr.
      Warshaw has served as the Chief Financial Officer and Secretary of the Company
      since November 5, 2005. Mr. Warshaw is a financial professional who, since
      1990,
      has provided clients in a multitude of different industries with advice on
      accounting, corporate finance, and general business matters. Prior to starting
      his own consulting firm, from 1983 to 1990, he held the various titles of
      Controller, Chief Financial Officer, President, and Chief Executive Officer
      at
      three separate financial institutions in New Jersey. From 1980 through 1983,
      Mr.
      Warshaw was a Senior Accountant at the public accounting firm of Deloitte,
      Haskins & Sells. Mr. Warshaw is a 1980 graduate of Lehigh University and has
      been a CPA in New Jersey since 1982. Mr. Warshaw is currently the Chief
      Financial Officer of Entrust Financial Services, Inc. (OTCBB:ENFN), the Chief
      Financial Officer and Director of 24 Holdings, Inc. (OTCBB:TFHD), a Director
      of
      Empire Financial Holding Company (AMEX:EFH), Chief Financial Officer of Twin
      Lakes, Inc. (a publicly reporting, non-trading company), Chief Financial Office
      and Secretary of R&R Acquisition III, Inc., R&R Acquisition IV, Inc. and
      R&R Acquisition V, Inc. (each a publicly reporting, non-trading company),
      and a Director of two privately owned entities.





**Benjamin
      Bowen** ,
      45. Mr.
      Bowen served as the President, Secretary and sole director of the Company from
      inception through November 5, 2005. He currently serves as a Director,
      Investment Banking, at Rodman & Renshaw. He brings industry-based
      experiences and insights to Rodman & Renshaw’s financial services and
      investment banking practice. His previous experience includes a position as
      Director, Biological Sciences, at Acumen Sciences, a retained advisory services
      firm focused on the life sciences industries, as well as fourteen years in
      pharmaceutical research and research management at Genentech, CIBA-Geigy, and
      Novartis. At Novartis, he led numerous discovery teams of increasing
      responsibility, finally serving as global head of target discovery research
      in
      the metabolic and cardiovascular disease area. Bowen holds a BA from Hamline
      University and a Ph.D. in Organic Chemistry from the Massachusetts Institute
      of
      Technology.





The
      term
      of office of each director expires at the Company's annual meeting of
      stockholders or until their successors are duly elected and qualified. Directors
      are not compensated for serving as such. Officers serve at the discretion of
      the
      Board of Directors.





(b)
      Significant Employees. None.




(c)
      Family Relationships. None.




(d)
      Involvement in Certain Legal Proceedings. There have been no events under any
      bankruptcy act, no criminal proceedings and no judgments, injunctions, orders
      or
      decrees material to the evaluation of the ability and integrity of any director,
      executive officer, promoter or control person of Registrant during the past
      five
      years.




10




(e)
      The
      Board of Directors acts as the Audit Committee and the Board has no separate
      committees. The Company does not have a qualified financial expert at this
      time
      because it has not been able to hire a qualified candidate. Further, the Company
      believes that it has inadequate financial resources at this time to hire such
      an
      expert. The Company intends to continue to search for a qualified individual
      for
      hire.





**COMPLIANCE
      WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF 1934**




Section 16(a)
      of the Exchange Act requires the Company’s directors and officers, and persons
      who beneficially own more than 10% of a registered class of the Company’s equity
      securities, to file reports of beneficial ownership and changes in beneficial
      ownership of the Company’s securities with the SEC of forms 3, 4 and 5.
      Officers, directors and greater than 10% stockholders are required by SEC
      regulation to furnish the Company with copies of all Section 16(a) forms
      they file.




Based
      solely on the Company’s review of the copies of the forms received by it during
      the period from February 14, 2005 (Date of Inception) to December 31, 2005
      and written representations that no other reports were required, the Company
      believes that no person who, at any time during such fiscal year, was a
      director, officer or beneficial owner of more than 10% of the Company’s common
      stock failed to comply with all Section 16(a) filing requirements during
      such fiscal year.




**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 in that our officers and
      sole director serves in all the above capacities.





**Item
      10. Executive Compensation.**





The
      following table sets forth the cash compensation paid by the Company to its
      President and all other executive officers for services rendered during the
      period from February 14, 2005 (Date of Inception) to December 31, 2005.





Name
                and Position
            Year
            Annual
                CompensationArnold
                P. Kling, President and Director
            2005
            NoneKirk
                Warshaw, Secretary and Chief Financial Officer
            2005
            NoneBenjamin
                Bowen, President, Secretary and Director
            2005
            None








**Director
      Compensation**




We
      do not
      currently pay any cash fees to our directors, nor do we pay directors' expenses
      in attending board meetings.




**Employment
      Agreements**





The
      Company is not a party to any employment agreements.




11





**Item
      11. Security Ownership of Certain Beneficial Owners and Management and Related
      Stockholder Matters.**





The
      following tables set forth certain information as of April 7, 2006, regarding
      (i) each person known by the Company to be the beneficial owner of more than
      5%
      of the outstanding shares of Common Stock, (ii) each director, nominee and
      executive officer of the Company and (iii) all officers and directors as a
      group.





Name
                and Address
            Amount
                and Nature
              ofBeneficial Ownership
            Percentage
                of ClassArnold
                P. Kling (1)
              712
                Fifth Avenue, 11thFloor
              New
                York, New York 10019
            400,000
            16%Kirk
                Warshaw (2)
              47
                School Avenue
              Chatham,
                New Jersey 07928
            100,000
            4%R&R
                Investments II, LLC
              1270
                Avenue of Americas, 16thFloor
              New
                York, New York 10020
            2,000,000
            80%All
                Directors and Officers as a Group
              (2
                individuals)
            500,000
            20%


________________________________________


(1)
              Mr.
                  Kling is the President and sole director of the
                  Company.
 (2)
              Mr.
                  Warshaw is the Secretary and Chief Financial Officer of the
                  Company.




**Item
      12. Certain Relationships and Related Transactions.**




The
      Company utilizes the office space and equipment of its Chief Financial Officer
      and Secretary at no cost. Management estimates such amounts to be
      diminimus.




Except
      as
      otherwise indicated herein, there have been no related party transactions,
      or
      any other transactions or relationships required to be disclosed pursuant to
      Item 404 of Regulation S-B.




**Item
      13. Exhibits and Reports on Form 8-K.**





Index
      to
      Exhibits


Exhibit
            
            Description*3.1
            
            Certificate
              of Incorporation




12




*3.2
            
            Amendment
              to Certificate of Incorporation*3.3
            
            By-laws31.1
            
            Certification
                of the Company’s Principal Executive Officer pursuant to Section 302 of
                the Sarbanes-Oxley Act of 2002, with respect to the registrant’s Annual
                Report on Form 10-KSB for the year ended December 31, 200531.2
            
            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 10-KSB for the year ended December 31, 200532.1
            
            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
                2002.32.2
            
            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 registration statement on Form 10-SB,
                as
                filed with the Securities and Exchange Commission on January 19,
                2006, and
                incorporated herein by this reference.(b)
            Reports
              on Form 8-KNone.




**Item
      14. Principal Accountant Fees and Services**




During
        the period from February 14, 2005 (Date of Inception) to December 31, 2005,
        we
        retained Marcum & Kliegman LLP to provide services as
        follows:





*2005
              Fees
            
            AmountAudit
              Fees (1)
            
            $6,500Audit-Related
              Fees (2)
            
            -Tax
              Fees (3)
            
            -All
              Other Fees (4)
            
            -*
                We commenced business operations in February 2005; therefore there
                is no
                information to report for fiscal
                2004.


(1)
              Comprised
                  of the audit of our financial statements for the period fromFebruary
                  14, 2005 (Date of Inception) to September 30,
                  2005.
 (2)
              Comprised
                  of services rendered in connection with our capital raising efforts,
                  registration statement and consultations regarding financial accounting
                  and reporting.
 (3)
              Comprised
                  of services for tax compliance, tax return preparation, tax advice
                  and tax
                  planning.
 (4)
              Fees
                  related to other filings with the SEC, including
                  consents.


13




**Pre-Approval
      Policy**





We
      do not
      maintain an audit committee. Our Board as a whole pre-approves all services
      provided by Marcum & Kliegman LLP and has concluded that such services are
      compatible with Marcum & Kliegman LLP’s independence as our
      auditors.





14


**SIGNATURES**




Pursuant
      to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
      1934, the registrant has duly caused this report to be signed on its behalf
      by
      the undersigned, thereunto duly authorized.




**R&R
                ACQUISITION II, INC.**Dated: 
              April 10, 2006
            By:
            /s/
              Arnold P. KlingArnold
              P. KlingPresident






Pursuant
      to the requirements of the Securities Exchange Act of 1934, this Report has
      been
      signed below by the following persons on behalf of Registrant and in the
      capacities and on the dates indicated.




Title
              
              Date/s/
                  Kirk Warshaw
              
              Secretary
                  and
              
              April
                  10, 2006Kirk
                  Warshaw
              
              Chief
                  Financial Officer






15