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


Washington,
      D.C. 20549





**Form
      10-KSB**











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


**OF
      THE SECURITIES EXCHANGE ACT OF 1934**





For
      the
      fiscal year ended December 31, 2006





**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.**





(Name
      of
      small business registrant in its charter)





_______________________________________________








Delaware
            
            43-2069361(State
                or other jurisdiction of  incorporation or
                organization)
            
            (I.R.S.
                Employer Identification No.)c/o
                Lawrence E. Koehler1372
                Shermer RoadNorthbrook,
                IL
            
            60062(Address
                of principal executive offices)
            
            (zip
                code)Registrant’s
                telephone number:847-509-3711




_______________________________________________





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)









Check
      whether the registrant (1) 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 registrant is a shell company (as defined in Rule 12b-2 of the
      Exchange Act). Yes x No o .





Check
      if
      there is no disclosure of delinquent filers in response to Item 405 of
      Regulation S-B contained in this form, 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 or any
      amendment to 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
      registrant’s revenues for fiscal year ended December 31, 2006 were
      $0.





As
      of
      March 7, 2007, 12,500,000 shares of the registrant’s common stock, par
      value $0.0001 per share, were outstanding, none of which were held by
      non-affiliates, or eligible for trading on any market.





**DOCUMENTS
      INCORPORATED BY REFERENCE:**





**None**





Transitional
      Small Business Disclosure Format: Yes o No x





**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., or 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.




2




**PART
      I**




**Item
      1. Description of Business.**




**Introduction**





R&R
      Acquisition II, Inc. (“we”, “our”, “us”, the “company” or the “registrant”) was
      incorporated in the State of Delaware on February 14, 2005. 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, or 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 of 1934, as amended, or 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 Exchange Act, also qualifies as
      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. 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.





**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.





3




**Employees**





Other
      than I. Steven Edelson and Nathaniel Kramer, our co-chief executive officers,
      and Lawrence E. Koehler, our chief financial officer, the company currently
      has no employees.





**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 the company. 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.
      Edelson, Mr. Kramer and Mr. Koehler, our officers and directors, are currently
      involved with other blank check companies, and, in the pursuit of business
      combinations, conflicts 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, or Rodman & Renshaw, a registered broker-dealer and affiliate
      of our minority 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 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.





4




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





The
      company 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 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. While management intends to seek business
      combination, we 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 very limited
      time 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.





5




**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 company, 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, and liquidity of shares
      of
      our common stock is limited.**





Our
      shares of common stock are not registered under the securities laws of any
      state
      or other jurisdiction, and accordingly there is no public trading market for
      our
      common stock. Further, no public trading market is expected to develop in the
      foreseeable future unless and until the company completes a business combination
      with an operating business and the company thereafter files a registration
      statement under the Securities Act. Therefore, 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 and any other applicable federal or state securities laws or
      regulations. 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, dated January 21, 2000.
      This letter provides that certain private transfers of the shares of common
      stock also may be prohibited without registration under federal securities
      laws.
      Compliance with the criteria for securing exemptions under federal securities
      laws and the securities laws of the various states is extremely complex,
      especially in respect of those exemptions affording flexibility and the
      elimination of trading restrictions in respect of securities received in exempt
      transactions and subsequently disposed of without registration under the
      Securities Act or state securities laws.





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





Since
      our
      shares of common stock 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 SB-2 or Form S-1,
      or
      some other available form, to register for resale such shares of common
      stock.  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 shares of
      common stock.




6




In
      addition, the SEC has recently disclosed that it has developed internal
      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.  The SEC has taken the
      position that  these smaller issuers may not be able to rely on Rule 415
      under the Securities Act, 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
      common stock, it is unclear as to how many, if any, shares of common stock
      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 our 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.





**We
      have never paid dividends on our common stock.**





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.





**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.




7




**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 the company’s 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.





8




**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 our 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. Description of Property.**





The
      company operates from offices which are owned by an affiliated company of I.
      Steven Edelson and Nathaniel Kramer, our co-chief executive officers and
      directors, for no cost, on a month-to-month basis. The company does not own
      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.




9




**PART
      II**




**Item
      5. Market for Common Equity and Related Stockholder
      Matters.**





**Common
      Stock**





Our
      Certificate of Incorporation authorizes the issuance of 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, or the Common Stock. As of the date hereof,
      12,500,000 shares of Common Stock are issued and outstanding, and there are
      four
      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, or 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**





Pursuant
      to a common stock purchase agreement entered into on September 20, 2006, the
      company sold 10,000,000 shares of its common stock to SENK, LLC, an Illinois
      limited liability company, in exchange for aggregate gross proceeds to the
      company of $60,000. As a condition of the sale, the company agreed that it
      would
      discharge all outstanding liabilities and upon the consummation of the
      transaction, would have no liabilities and no assets, other than approximately
      $10,000 in cash. The sale of the shares was made pursuant to the exemption
      from
      registration afforded by Section 4(2) of the Securities Act of 1933, as
      amended.




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.





10





**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 is to locate suitable acquisition
      or merger candidates and consummate a business combination. The company may
      need
      additional cash advances from stockholders to pay for operating expenses until
      the company consummates a business combination. 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 $79,000 for the period from January 1,
      2006
      to December 31, 2006 resulted primarily from auditing and legal fees. The
      company’s current liabilities of approximately $34,000 exceeded the company’s
      cash balance of $10,000 by approximately $24,000. As noted, the Company expects
      to meet its cash requirements with additional cash advances from
      stockholders.





11





**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-2FINANCIAL
                STATEMENTSBalance
                Sheet as of December 31, 2006
            
            F-3Statements
                of Operations for Year Ended December 31, 2006, for the period fromFebruary
                14, 2005 (Date of Inception) to December 31, 2005 and for the
                cumulativeperiod
                February 14, 2005 (Date of Inception) to December 31, 2006
            
            F-4Statement
                of Changes in Stockholders’ Deficiency for the period
                fromFebruary
                14, 2005 (Date of Inception) to December 31, 2006
            
            F-5Statement
                of Cash Flows for the Year Ended December 31, 2006, for the period
                fromFebruary
                14, 2005 (Date of Inception) to December 31, 2005 and for the
                cumulativeperiod
                February 14, 2005 (Date of Inception) to December 31, 2006
            
            F-6NOTES
                TO FINANCIAL STATEMENTS
            
            F-7
                to F-9




F-1





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, 2006 and the
      related statements of operations, changes in stockholders’ deficiency and cash
      flows for the year ended December 31, 2006, for the period from February 14,
      2005 (Date of Inception) to December 31, 2005 and for the cumulative period
      from
      February 14, 2005 (Date of Inception) to December 31, 2006. 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 audits.





We
      conducted our audits 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 audits provide a
      reasonable basis for our opinion.





In
      our
      opinion, the financial statements referred to above present fairly, in all
      material respects, the financial position of R&R Acquisition II, Inc. (a
      development stage company) as of December 31, 2006, and the results of its
      operations and its cash flows for the year ended December 31, 2006, for the
      period from February 14, 2005 (Date of Inception) to December 31, 2005 and
      for
      the cumulative period from February 14, 2005 (Date of Inception) to December
      31,
      2006 in conformity with accounting principles generally accepted in the United
      States of America.






/s/
      Marcum & Kliegman LLP




New
      York,
      New York


March
      13,
      2007





F-2




R&R
                Acquisition II, Inc.(A
                Development Stage Company)BALANCE
                SHEETDecember
                31, 2006




ASSETSCurrent
                AssetsCash
                (TOTAL ASSETS)
            
            $
            10,000LIABILITIES
                AND STOCKHOLDERS' DEFICIENCYCurrent
                LiabilitiesAccounts
                payable and accrued expenses
            
            
            34,240TOTAL
                CURRENT LIABILITIES
            
            
            34,240Commitments
                and ContingenciesSTOCKHOLDERS'
                DEFICIENCYPreferred
                  stock, $.0001 par value; 10,000,000 shares authorized, none issued
                  and
                  outstanding
            
            
            -Common
                  stock, $.0001 par value; 75,000,000 shares authorized, 12,500,000
                  issued
                  and outstanding
            
            
            1,250Additional
                paid-in capital
            
            
            83,800Deficit
                accumulated during the development stage
            
            
            (109,290
            )TOTAL
                STOCKHOLDERS' DEFICIENCY
            
            
            (24,240
            )TOTAL
                LIABILITIES AND STOCKHOLDERS' DEFICIENCY
            
            $
            10,000





F-3





R&R
                Acquisition II, Inc.(A
                Development Stage Company)STATEMENTS
                OF OPERATIONS




For
                the period from
            
            For
                the period fromYear
                Ended
            
            February
                14, 2005
            
            February
                14, 2005December
                31,
            
            (Date
                of Inception)
            
            (Date
                of Inception)2006
            
            to
                December 31, 2005
            
            to
                December 31, 2006ExpensesProfessional
                fees
            
            $
            75,374
            
            $
            18,500
            
            $
            93,874Formation
                and other costs
            
            
            3,339
            
            
            12,488
            
            
            15,827Total
                Expenses
            
            
            78,713
            
            
            30,988
            
            $
            109,701Interest
                Income
            
            
            411
            
            
            -
            
            
            411NET
                LOSS
            
            $
            78,302
            
            $
            30,988
            
            $
            109,290Weighted
              average number of common shares
            
            
            5,020,548
            
            
            2,095,313Net
              loss per share:basic
                and diluted common share
            
            $
            (0.02
            )
            $
            (0.01
            )The
              accompanying notes are an integral part of these financial
              statements.




F-4





R&R
                Acquisition II, Inc(A
                Development Stage Company)STATEMENT
                OF CHANGES IN STOCKHOLDERS' DEFICIENCYFor
                the Period from February 14, 2005 (Date of Inception) to December
                31,
                2006




DeficitAccumulatedAdditional
            
            During
                the
            
            Common
            
            TotalCommon
                Stock
            
            Paid-in
            
            Development
            
            Stock
            
            Stockholders'Shares
            
            Amount
            
            Capital
            
            Stage
            
            Subscribed
            
            DeficiencyCommon
                stock issued (February 14, 2005 $0.0001 per share)
            
            
            2,000,000
            
            $
            200
            
            $
            -
            
            $
            -
            
            $
            -
            
            $
            200Contributed
                capital, (February 14, 2005)
            
            
            -
            
            
            -
            
            
            24,800
            
            
            -
            
            
            -
            
            
            24,800Issuance
                of common stock for subscription(October 31, 2005 $0.0001 per
                share)
            
            
            500,000
            
            
            50
            
            
            -
            
            
            -
            
            
            (50
            )
            
            -Net
                loss
            
            
            -
            
            
            -
            
            
            -
            
            
            (30,988
            )
            
            -
            
            
            (30,988
            )Balance
                at December 31, 2005
            
            
            2,500,000
            
            
            250
            
            
            24,800
            
            
            (30,988
            )
            
            (50
            )
            
            (5,988
            )Proceeds
                from common stock subscription
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            50
            
            
            50Issuance
                of common stock under private placement (September 30, 2006 $0.006
                per
                share)
            
            
            10,000,000
            
            
            1,000
            
            
            59,000
            
            
            -
            
            
            -
            
            
            60,000Net
                loss
            
            
            -
            
            
            -
            
            
            -
            
            
            (78,302
            )
            
            
            
            
            (78,302
            )Balance
                at December 31, 2006
            
            
            12,500,000
            
            $
            1,250
            
            $
            83,800
            
            $
            (109,290
            )
            $
            -
            
            $
            (24,240
            )The
                accompanying notes are an integral part of these financial
                statements.





F-5





R&R
                Acquisition II, Inc.(A
                Development Stage Company)STATEMENTS
                OF CASH FLOWS




For
                the period from
            
            For
                the period fromFebruary
                14, 2005
            
            February
                14, 2005Year
                Ended
            
            (Date
                of Inception)
            
            (Date
                of Inception)December
                31, 2006
            
            to
                December 31, 2005
            
            to
                December 31, 2006CASH
                FLOWS FROM OPERATING ACTIVITIESNET
                LOSS
            
            $
            (78,302
            )
            $
            (30,988
            )
            $
            (109,290
            )Changes
                in operating assets and liabilities:Increase
                in accrued expenses
            
            
            18,740
            
            
            15,500
            
            
            34,240NET
                CASH USED IN OPERATING ACTIVITIES
            
            
            (59,562
            )
            
            (15,488
            )
            
            (75,050
            )CASH
                FLOWS FROM FINANCING ACTIVITIES:Proceeds
                from sale of common stock
            
            
            60,000
            
            
            200
            
            
            60,200Proceeds
                from stock subscription
            
            
            50
            
            
            -
            
            
            50Contributed
                capital from stockholder
            
            
            
            
            
            24,800
            
            
            24,800Proceeds
                from related party loan
            
            
            24,884
            
            
            15,500
            
            
            40,834Repayment
                of related party loan
            
            
            (40,384
            )
            
            -
            
            
            (40,834
            )NET
                CASH PROVIDED BY FINANCING ACTIVITIES
            
            
            44,550
            
            
            40,500
            
            
            85,050NET
                (DECREASE) INCREASE IN CASH
            
            
            (15,012
            )
            
            25,012
            
            
            10,000CASH
                AT BEGINNING OF PERIOD
            
            
            25,012
            
            
            -
            
            
            -CASH
                AT END OF PERIOD
            
            $
            10,000
            
            $
            25,012
            
            $
            10,000NON-CASH
                FINANCING ACTIVITIES:Common
                stock subscribed
            
            $
            -
            
            $
            50
            
            $
            -The
                accompanying notes are an integral part of these financial
                statements.





F-6




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 December
      31,
      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.





On
      September 30, 2006, pursuant to a Common Stock Purchase Agreement entered into
      on September 20, 2006, the Company closed on a private placement transaction
      where it sold 10,000,000 shares of its common stock to SENK, LLC, an Illinois
      limited liability company, in exchange for aggregate gross proceeds to the
      Company of $60,000. As a condition of the sale, the Company agreed that it
      would
      discharge all outstanding liabilities and upon the consummation of the
      transaction, would have no liabilities and no assets, other than approximately
      $10,000 in cash.




**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. As of December 31, 2006 the Company had no cash
      equivalents.




F-7


R&R
        ACQUISITION II, INC.
 (A
        Development Stage Company)
 
 NOTES
        TO
        FINANCIAL STATEMENTS - CONTINUED




**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, 2006, the Company has a net operating loss carry forward of
      approximately $109,000 which will expire in 2026. Based on the fact that the
      Company has not generated revenues since inception, the deferred tax asset
      of
      approximately $43,000 has been offset by a full valuation
      allowance.





The
      difference between the statutory tax rate of 39% and the Company’s effective tax
      rate of 0% is due to the increase of the valuation allowance for the year ended
      December 31, 2006 and for the period from February 14, 2005 (Date of Inception)
      to December 31, 2005. The valuation allowance increased $34,900 during the
      year
      ended December 31, 2006




In
      July
      2006, the Financial Accounting Standards Board issued Interpretation No. 48,
      "Accounting for Uncertainty in Income Taxes - an Interpretation of FASB
      Statement No. 109" (the "Interpretation"). The Interpretation establishes for
      all entities a minimum threshold for financial statement recognition of the
      benefit of tax positions, and requires certain expanded disclosures. The
      Interpretation is effective for fiscal years beginning after December 31, 2006,
      and is to be applied to all open tax years as of the date of effectiveness.
      The
      Company does not expect the adoption of the Interpretation to have a material
      impact on its financial statements.





F-8




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.
        The Company did not have commons stock equivalents outstanding during the
        year
        ended December 31, 2006 and for the period from February 14, 2005 (Date of
        Inception) to December 31, 2005.




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





During
      the year ended December 31, 2006 and the period from February 14, 2005 (Date
      of
      Inception to December 31, 2005, the Company received loans in the amount of
      $24,884 and $15,500, respectively from an affiliated company. The loans were
      non-interest bearing and payable on demand. Subsequent to the closing of the
      private placement (see note 1) the Company fully repaid the balance of $40,384
      to the affiliated company. The loans were uncollateralized.




**NOTE
      4 - Common Stock**





On
      September 30, 2006, the Company sold 10,000,000 shares of its common stock
      to an
      accredited investor pursuant to a Private Placement Offering for consideration
      of $ 60,000.




**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, 2006, 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
      di
      minimis.




F-9




**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, 2006, 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, Executive Officers, Promoters and Control
      Person.**





(a)
      Identification of Directors and Executive Officers. The following table sets
      forth certain information regarding the company’s directors and executive
      officers for the fiscal year ended December 31, 2006:




Name
            Age
            Position
            TermI.
                Steven Edelson
            47
            Co-Chief
                Executive Officer & Director
            October
                4, 2006 thru presentNathaniel
                Kramer
            45
            Co-Chief
                Executive Officer & Director
            October
                4, 2006 thru presentLawrence
                Koehler
            50
            Chief
                Financial Officer, Secretary and Director
            October
                4, 2006 thru present as CFO and Secretary and November 1, 2006 thru
                present as Director





12




*I.
      Steven Edelson* ,
      47, has
      served as a co-chief executive officer and director of the company since October
      4, 2006. Mr. Edelson has been a principal of Mercantile Capital Group and a
      managing director of the Chicago office since 1997. Mr. Edelson has been a
      principal of Mercantile Capital Markets, which manages MCG, from 1997 to the
      present. The firm's investment activities include private equity, direct
      investments in public companies, mezzanine investments in early stage companies,
      buyouts, project finance and bridge financings. Mr. Edelson has been involved
      in
      finance and real estate for more than 18 years. From July 1995 to present,
      Mr.
      Edelson has also served as managing director of International Facilities Group
      (IFG), a leading facilities development and management company. Mr. Edelson
      also
      served on the Business Council for the Woodrow Wilson Center and the Supervisory
      Committee of Urban America, and holds a number of board seats for private
      companies including Ligos Corporation, a software company focused on solutions
      for video compression, Itracs, an enterprise software company focused on network
      infrastructure management, and MoveOnIn, Inc., a relocation and lifestyle
      services company. In addition, Mr. Edelson currently serves as the chief
      executive officer and co-chairman of R&R Acquisition IV, Inc. and the
      chairman and director of MAP IV Acquisition, Inc., MAP V Acquisition, Inc.,
      Map
      VI Acquisition, Inc. and MAP VII Acquisition, Inc.





*Nathaniel
      Kramer* ,
      45, has
      served as a co-chief executive officer and director of the company since October
      4, 2006. Mr. Kramer has been a principal of Mercantile Capital Group and
      managing director of the New York office since March 2000. Mr. Kramer brings
      over twenty years of investment experience in both the public and private
      capital markets. On behalf of Mercantile Capital, Mr. Kramer performed due
      diligence negotiated and structured investments in companies operating in the
      wireless infrastructure, data communications, B2B commerce, Internet
      infrastructure, telecom technologies/infrastructure and entertainment
      technologies and services sectors. Mr. Kramer serves on the board of Services
      Acquisition Corp. International, Genco Shipping and Trading Limited, a drybulk
      shipping company, and MoveOnIn, Inc., a relocation and lifestyle services
      private company.





*Lawrence
      E. Koehler* ,
      50, has
      served as a chief financial officer, director and secretary of the company
      since
      October 4, 2006. Mr. Koehler also serves as chief financial officer of MAP
      Acquisition IV, Inc., MAP Acquisition V, Inc., MAP Acquisition VI, Inc., and
      MAP
      Acquisition VII, Inc, the COO of Financial Action LLC, a financial services
      holding company, and serves as a consultant to Mercantile Capital Group. Over
      the past 5 years, Koehler has served as a Financial and business consultant
      to
      private equity funds and individual investors in the areas of mergers,
      acquisitions, dispositions and dissolutions, buy and sell due diligence and
      integration of operations, and was the chief financial officer of
      Spirian Technologies, Inc., a leading provider of software solutions. Mr.
      Koehler currently serves on the board of directors of Professional Golf Car
      Corporation of Florida, Socrates Media LLC, and MAP Acquisition IV, Inc, MAP
      Acquisition V, Inc., MAP Acquisition VI, Inc., and MAP Acquisition VII, Inc.
      He
      is a graduate of Loyola University of Chicago, completed the Securities Industry
      Institute at the Wharton School of the University of Pennsylvania and is a
      Certified Public Accountant.




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 company during the past five
      years.




13




**Compliance
      with Section 16(a) of the Exchange Act.**




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 January 1, 2006 to December 31, 2006 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.





**Nominating
      Committee.**





We
      have
      not adopted any procedures by which security holders may recommend nominees
      to
      our board of directors.





**Audit
      Committee and Audit Committee Financial Expert.**





The
      board
      of directors acts as the audit committee. 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.





**Item
      10. Executive Compensation.**





The
      following table sets forth the cash compensation paid by the company to its
      President and all other executive officers, except those whose total
      compensation is less than $100,000, for services rendered during the period
      from
      February 14, 2005 (Date of Inception) to December 31, 2006.





Name
                and Position
            Year
            Annual
                CompensationI.
                Steven Edelson, Co-Chief Executive Officer
            2006
            NoneNathaniel
                Kramer, Co-Chief Executive Officer
            2006
            NoneLawrence
                E. Koehler, Chief Financial Officer and Secretary
            2006
            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.




14




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





The
      following tables set forth certain information as of March 13, 2007, 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
              of
                Beneficial Ownership
            Percentage
                of ClassSENK,
                LLC(1)
            10,000,000
            80%I.
                Steven Edelson(2)
              1372
                Shermer Road
              Northbrook,
                IL 60062
            0(3)
            *Nathaniel
                Kramer(2)
              400
                Park Avenue, Suite 1440
              New
                York, NY 10022
            0(3)
            *Lawrence
                E. Koehler(2)(4)
              1372
                Shermer Road
              Northbrook,
                IL 60062
            0(3)
            *R&R
                Investments II, LLC
              1270
                Avenue of the Americas, 16thFloor
              New
                York, NY 10020
            2,000,000
            16%All
                Directors and Officers as a Group
              (3
                individuals)
            0
            *


________________________________________


(1)
            Each
                of Messrs. Edelson, Kramer and Koehler is holding 23.43% and is a
                current
                managing member of SENK, LLC.(2)
            Mr.
                Edelson and Mr. Kramer are co-chief executive officers and directors
                of
                the company.(3)
            Does
                not include any shares held by SENK, LLC, of which each of Messrs.
                Edelson, Kramer and Koehler owns 23.43% and
              is
                a current managing member.(4)
            Mr.
                Koehler is the chief financial officer, secretary and a director
                of the company.




**Item
      12. Certain Relationships and Related Transactions, and Director
      Independence.**




The
      company utilizes the office space and equipment of its co-chief executive
      officers at no cost. Management estimates such amounts to be
      immaterial.





On
      September 20, 2006, pursuant to a common stock purchase agreement, the company
      sold 10,000,000 shares of its common stock to SENK, LLC, for The aggregate
      gross
      proceeds to the company of $60,000. Each of Messrs. Edelson and Mr. Kramer,
      the
      company’s co-chief executive officers and directors, holds 23.43% of SENK, LLC
      and is a current managing member of SENK, LLC.





In
      2005
      and 2006, the company received two loans in the amount of $15,400 and $24,884,
      respectively, from an affiliated company. These loans were non-interest bearing,
      uncollateralized and payable on demand. The loans were fully repaid, subsequent
      to the common stock purchase agreement.





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.**




Index
      to
      Exhibits




Exhibit
            
            Description3.1
            
            Certificate
                of Incorporation.(1)




15




3.2
            
            Amendment
                to Certificate of Incorporation.(1)3.3
            
            By-laws.(1)10.1
            
            Common
                Stock Purchase Agreement dated September 20, 2006 between SENK, LLC
                and
                the company.(2)31.1
            
            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,
                2006.31.2
            
            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,
                2006.32.1
            
            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.




(1)
            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 reference.(2)
            Filed
                as exhibit to the company’s current report on Form 8-K, as filedwith
                the Securities and Exchange Commissionon
                September 25, 2006, and incorporated herein by
                reference.





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




During
      the period from February 14, 2005 (Date of Inception) to December 31, 2006,
      we
      retained Marcum & Kliegman LLP to provide services as follows:





2005
            
            2006Audit
                Fees (1)
            
            $
            13,000
            
            $
            19,500Audit-Related
                Fees (2)
            
            
            -
            
            
            -Tax
                Fees (3)
            
            
            -
            
            
            -All
                Other Fees (4)
            
            
            -
            
            
            -






(1)
            Comprised
                of the audit of our financial statements for the period
                referenced(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.





**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.





16




**SIGNATURES**




In
      accordance with Section 13 or 15(d) of the 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: 
                March 21, 2007
            By:
            /s/ I.
              Steven
              EdelsonI.
                Steven Edelson
                Co-Chief
                  Executive Officer and Director
                (Principal
                  Executive Officer)




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


Dated: 
                  March 21, 2007
              By:
              /s/ I.
                Steven
                EdelsonI.
                  Steven Edelson
                  Co-Chief
                    Executive Officer and Director
                  (Principal
                    Executive Officer)


Dated: 
                  March 21, 2007
              By:
              /s/ Lawrence
                E. KoehlerLawrence
                    E. Koehler
                  Chief
                      Financial Officer, Director and Secretary
                    (Principal
                      Financial Officer)
 Dated: 
                      March 21, 2007
                  By:
                  /s/ Nathaniel
                    KramerNathaniel
                          Kramer
                        Co-Chief Executive
                            Officer and Director
  17