**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, 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* 0-52040








**Wentworth
      II, Inc.**





(Exact
      name of registrant as specified in its charter)




Delaware
              84-1581779(State
                  or other jurisdiction of
              (I.R.S.
                  Employerincorporation
                  or organization)
              Identification
                  No.)936A
                  Beachland Blvd., Suite 13Vero
                  Beach, FL
              32963(Address
                  of principal executive
                  offices)
              (zip
                  code)




Registrant’s
        telephone number, including area code:
 (772)
        231-7544








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





None.





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





Common
      Stock, $0.01 par value per share


(Title
      of
      Class)




Check
          whether the issuer is not required to file reports pursuant to Section
          13 or
          15(d) of the Exchange Act. o
  Check
          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
          if
          there is no disclosure of delinquent filers in response to Item 405 of
          Regulation S-B (§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. x
 
 Check
          whether the issuer is a shell company (as defined in Rule 12b-2 of the
          Exchange
          Act). Yes x No o.
 
 The
          Company’s revenues for fiscal year end December 31, 2006 were $0.
 
 As
          of
          March 16, 2007, there were 940,000 shares of common stock outstanding.






**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 Wentworth 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.





Transitional
      Small Business Disclosure Format (check one): Yes o No x









**PART
      I**





**Item
      1. Description of Business.**





**Introduction**





Wentworth
      II, Inc. (“we”, “us”, “our”, the “Company” or the “Registrant”) was incorporated
      in the State of Delaware on March 7, 2001 and maintains its principal executive
      offices at 936A Beachland Blvd., Suite 13, Vero Beach, FL 32963. 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. The Company filed a registration statement on Form 10-SB with
      the
      U.S. Securities and Exchange Commission (the “SEC”) on June 9, 2006, and since
      its effectiveness, the Company has begun preliminary efforts to identify a
      possible business combination. However, the Company has not entered into a
      letter of intent or any definitive agreement concerning any target business.
      The
      business purpose of the Company is to seek the acquisition of, or merger with,
      an existing company.





The
      Company, based on proposed business activities, is a "blank check" company.
      The
      SEC defines those companies as "any development stage company that is issuing
      a
      penny stock, within the meaning of Section 3 (a)(51) of the Securities Exchange
      Act of 1934, as amended (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 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 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.





**Competition**





Currently,
      with our primary goal 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.





2


**Employees**





The
      Company currently has no employees other than its sole officer.





**Risk
      Factors**





**An
      investment in our securities is highly speculative and subject to numerous
      and
      substantial risks. These risks include those set forth below and elsewhere
      in
      this Form 10-KSB. Readers are encouraged to review these risks carefully before
      making any investment decision.**





**There
      may be conflicts of interest between our management and our non-management
      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. In addition, our management is currently involved with other
      blank check companies, and in the pursuit of business combinations, conflicts
      with such other blank check companies with which it is, and may in the future
      become, affiliated, may arise. If we and the other blank check companies that
      our management is affiliated with desire to take advantage of the same
      opportunity, then those members of management that are affiliated with both
      companies would abstain from voting upon the opportunity. In the event of
      identical officers and directors, the officers and directors will arbitrarily
      determine the company that will be entitled to proceed with the proposed
      transaction.





Additionally,
      we contemplate that at least one of the finders of business combinations for
      the
      Company will be Keating Investments, LLC, a Delaware limited liability company
      and an SEC Registered Investment Advisor. Timothy J. Keating, who currently
      owns
      28.1% of our issued and outstanding Common Stock and is also the son of Kevin
      R.
      Keating, our President, is the Managing Member of, and holds approximately
      a 60%
      interest in, Keating Investments, LLC.





**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.





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





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





3
 
  **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 the
      identified business opportunity. While management intends to seek business
      combination(s) with entities having established operating histories, we cannot
      assure you that we will be successful in locating candidates meeting that
      criterion. In the event we complete a business combination, the success of
      our
      operations may be dependent upon management of the successor firm or venture
      partner firm and numerous other factors beyond our control.





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





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





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




While
      seeking a business combination, management anticipates devoting very limited
      time to the Company's affairs. Our sole officer has not entered into a written
      employment agreement with us and is 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 a merger or acquisition with the
      most
      attractive private companies.**





Target
      companies that fail to comply with SEC reporting requirements may delay or
      preclude acquisition. 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.





4


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





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





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





If
      we
      enter into a business combination with a foreign company, 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. S hares
      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.





5





**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.





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.





6




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





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





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





We
      are a
      development stage company and have had no revenue from operations. We may not
      realize any revenue 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
      40,000,000 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 and adversely affected.





**Our
      principal 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 principal
      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 limited market research of business opportunities, which
      may affect our ability to identify a business to merge with or acquire.**





The
      Company has conducted limited market research concerning prospective business
      opportunities. Therefore, we have no assurances that market demand exists for
      a
      merger or acquisition as contemplated by us. Our management has not identified
      any specific business combination or other transactions for formal evaluation
      by
      us, such that it may be expected that any such target business or transaction
      will present such a level of risk that conventional private or public offerings
      of securities or conventional bank financing will not be available. There is
      no
      assurance that we will be able to acquire a business opportunity on terms
      favorable to us. Decisions as to
      which
      business opportunity to participate in will be unilaterally made by our
      management, which may act without the consent, vote or approval of our
      stockholders.





7


**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.




**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.





8




**This
      report on Form 10-KSB contains forward-looking statements and information
      relating to us, our industry and to other businesses.**





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





**Item
      2. Description of Property.**





The
      Company neither rents nor owns any properties. The Company utilizes the office
      space and equipment of its management at no cost. Management estimates such
      amounts to be immaterial. 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.**





Presently,
      there are not any material pending legal proceedings to which the Registrant
      is
      a party or as to which any of its property is subject, and no such proceedings
      are known to the Registrant to be threatened or contemplated against it.





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





None.





**PART
      II**





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





**Common
      Stock**





Our
      Certificate of Incorporation authorizes the issuance of up to 40,000,000 shares
      of common stock, par value $0.01 per share (the “Common Stock”). The Common
      Stock is not listed on a publicly-traded market. As of March 16, 2007, there
      were 45 holders of record of the Common Stock.





**Preferred
      Stock**





Our
      Certificate of Incorporation authorizes the issuance of up to 10,000,000 shares
      of preferred stock, par value $0.01 per share (the “Preferred Stock”). The
      Company has not yet issued any of its Preferred Stock.




9





**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.





**Securities
      Authorized for Issuance Under Equity Compensation Plans**




None.





**Recent
      Sales of Unregistered Securities**





On
      January 29, 2007, the Company sold an aggregate of 400,000 shares of Common
      Stock in a private offering (the “Offering”) to accredited investors at $0.50
      per share, for total gross proceeds of $200,000. The Company incurred $17,050
      in
      expenses associated with the Offering. The Company sold these shares of Common
      Stock under the exemption from registration provided by Section 4(2) of the
      Securities Act and Regulation D promulgated thereunder.




In
      September of 2006, four of the Company’s existing shareholders, all of which are
      related parties to the Company’s sole officer and director, returned 60,000
      shares of Common Stock to the Company for no consideration.





On
      May
      31, 2006, the Company issued 450,000 shares of Common Stock to five individuals
      as compensation for services to the Company. This issuance was valued at $0.05
      per share.





All
      purchasers represented in writing that they acquired the securities for their
      own accounts. A legend was placed on the stock certificates 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.





**Transfer
      Agent**





The
      Company has engaged Corporate Stock Transfer, Inc. as its stock transfer
      agent.





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





The
      Company was organized as a vehicle to investigate and, if such investigation
      warrants, acquire a target company or business seeking the perceived advantages
      of being a publicly held corporation. Our principal business objective for
      the
      next 12 months and beyond such time will be to achieve long-term growth
      potential through a combination with a business rather than immediate,
      short-term earnings. We will not restrict our potential candidate target
      companies to any specific business, industry or geographical location and,
      thus,
      may acquire any type of business.





10





**Plan
      of Operation**





The
      Company currently does not engage in any business activities that provide cash
      flow. The costs of investigating and analyzing business combinations for the
      next 12 months and beyond such time will be paid with money in our treasury.





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





(i)  filing
      of
      Exchange Act reports, and


(ii)  costs
      relating to consummating an acquisition.





We
      believe we will be able to meet these costs through use of funds in our
      treasury, through deferral of fees by certain service providers and additional
      amounts, as necessary, to be loaned to or invested in us by our stockholders,
      management or other investors.





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





Since
      we
      filed our Registration Statement on Form 10-SB, Kevin R. Keating, our sole
      officer and director, has had limited contact or discussions with
      representatives of other entities regarding business combinations with us.
      Any
      target business that is selected may be a financially unstable company or an
      entity in its early stages of development or growth, including entities without
      established records of sales or earnings. In that event, we will be subject
      to
      numerous risks inherent in the business and operations of financially unstable
      and early stage or potential emerging growth companies. In addition, we may
      effect a business combination with an entity in an industry characterized by
      a
      high level of risk, and, although our management will endeavor to evaluate
      the
      risks inherent in a particular target business, there can be no assurance that
      we will properly ascertain or assess all significant risks.





The
      Company anticipates that the selection of a business combination will be complex
      and extremely risky. Because of general economic conditions, rapid technological
      advances being made in some industries and shortages of available capital,
      our
      management believes that there are numerous firms seeking even the limited
      additional capital which we will have and/or the perceived benefits of becoming
      a publicly traded corporation. Such perceived benefits of becoming a publicly
      traded corporation include, among other things, facilitating or improving the
      terms on which additional equity financing may be obtained, providing liquidity
      for the principals of and investors in a business, creating a means for
      providing incentive stock options or similar benefits to key employees, and
      offering greater flexibility in structuring acquisitions, joint ventures and
      the
      like through the issuance of stock. Potentially available business combinations
      may occur in many different industries and at various stages of development,
      all
      of which will make the task of comparative investigation and analysis of such
      business opportunities extremely difficult and complex.





11





**Results
      of Operations**





For
      the
      year ended December 31, 2006, the Company had no activities that produced
      revenues from operations.





For
      the
      year ended December 31, 2006, the Company had a net loss of $(75,620), as
      compared with a net loss of $(385) for the corresponding period in 2005. During
      the year ended December 31, 2006, the Company incurred $74,084 of general and
      administrative expenses, primarily comprised of professional fees paid to
      attorneys and accountants related to the initial filing of the Company’s
      Registration Statement on Form 10-SB and subsequent filings of Quarterly Reports
      on Form 10-QSB in August and November of 2006.





**Liquidity
      and Capital Resources**





As
      of
      December 31, 2006, the Company had current and total assets equal to $96,751,
      which was comprised primarily of restricted cash. The Company’s current and
      total liabilities as of December 31, 2006 were $150,373, which was comprised
      primarily of advance payments from investors associated with the future issuance
      of common stock and notes payable to related parties.





The
      following is a summary of the Company's cash flows from operating, investing,
      and financing activities:


Year
                  Ended December 31,2006
              
              2005Operating
                  activities
              
              $
              (140,482
              )
              $
              (385
              )Investing
                  activities
              
              
              -
              
              
              -Financing
                  activities
              
              $
              142,725
              
              
              -Net
                  effect on cash
              
              $
              2,243
              
              $
              (385
              )




12




**Item
      7. Financial Statements.**




**Wentworth
      II, Inc.**


**(A
      Development Stage Company)**


**Index
      to Financial Statements**


**Page**Report
                  of Independent Registered Public Accounting Firm
              F-1Balance
                  Sheets - As of December 31, 2006 and 2005
              F-2Statements
                  of Operations - For the Years Ended December 31, 2006 and 2005
                  and for the
                  Period from March 7, 2001 (Inception) to December 31, 2006
              F-3Statement
                  of Stockholders’ Deficit - For the Period from March 7, 2001 (Inception)
                  to December 31, 2006
              F-4Statements
                  of Cash Flows - For the Years Ended December 31, 2006 and 2005
                  and for the
                  Period from March 7, 2001 (Inception) to December 31, 2006
              F-5Notes
                  to Financial Statements
              F-6
  13




**REPORT
        OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM**
  Board
        of
        Directors
 Wentworth
        II, Inc.
 Denver,
        Colorado
 
 We
        have
        audited the accompanying balance sheets of Wentworth II, Inc. as of December
        31,
        2006 and 2005, and the related statements of operations, stockholders’ deficit,
        and cash flows for the years then ended. These financial statements are the
        responsibility of the Company’s management. Our responsibility is to express an
        opinion on these financial statements based on our audit.
 
 We
        conducted our audit in accordance with the standards of the Public Company
        Accounting Oversight Board (United States). Those standards require that
        we plan
        and perform the audit to obtain reasonable assurance about whether the financial
        statements are free of material misstatement. An audit includes examining,
        on a
        test basis, evidence supporting the amounts and disclosures in the financial
        statements. An audit also includes assessing the accounting principles used
        and
        significant estimates made by management, as well as evaluating the overall
        financial statement presentation. We believe that our audit provides a
        reasonable basis for our opinion.
  In
        our
        opinion, based on our audit, the financial statements referred to above present
        fairly, in all material respects, the financial position of Wentworth II,
        Inc.
        as of December 31, 2006 and 2005, and the results of its operations and cash
        flows for the years ended December 31, 2006 and 2005, in conformity with
        U.S.
        generally accepted accounting principles.
 
 The
        accompanying financial statements have been prepared assuming the Company
        will
        continue as a going concern. As discussed in Note 1 to the financial statements,
        the Company has suffered recurring losses from operations, which raise
        substantial doubt about its ability to continue as a going concern. Management’s
        plans in regard to these matters are also described in Note 1. The financial
        statements do not include any adjustments that might result from the outcome
        of
        this uncertainty.
  /s/
        De
        Joya Griffith & Company, LLC
 
 De
        Joya
        Griffith & Company, LLC
 February
        16, 2007
 Henderson,
        NV
 
 2580
        Anthem Village Drive, Henderson, NV 89052
 Telephone
        (702) 588-5960 ● Facsimile (702) 588-5979
 
 F-1
  **Wentworth
        II, Inc.**
 **(A
        Development Stage Company)**
 **Balance
        Sheets**
 **December
                      31,****2006**
                  
                  **2005****Assets**Currents
                      assetsCash
                  
                  $
                  2,776
                  
                  $
                  533Restricted
                      cash
                  
                  
                  88,975
                  
                  
                  -Deferred
                      offering costs
                  
                  
                  5,000
                  
                  
                  -Total
                      current assets
                  
                  
                  96,751
                  
                  
                  533Total
                      assets
                  
                  $
                  96,751
                  
                  $
                  533**Liabilities
                      and Stockholders' Deficit**Current
                      liabilitiesAccounts
                      payable
                  
                  $
                  2,802
                  
                  $
                  -Accrued
                      expenses
                  
                  
                  2,275
                  
                  
                  -Advance
                      payments from investors
                  
                  
                  88,975
                  
                  
                  -Notes
                      payable and accrued interest due to related parties
                  
                  
                  56,321
                  
                  
                  1,035Total
                      current liabilities
                  
                  
                  150,373
                  
                  
                  1,035Stockholders'
                      DeficitPreferred
                      stock, $0.01 par value; 10,000,000 shares authorized; no shares
                      issued and
                      outstanding
                  
                  
                  -
                  
                  
                  -Common
                      stock, $0.01 par value; 40,000,000 shares authorized; 600,000
                      and 150,000
                      shares issued and 540,000 and 150,000 shares outstanding,
                      respectively
                  
                  
                  6,000
                  
                  
                  1,500Treasury
                      stock at par value; 60,000 and 0 shares, respectively
                  
                  
                  (600
                  )
                  
                  -Additional
                      paid-in capital
                  
                  
                  24,600
                  
                  
                  6,000Deficit
                      accumulated during the development stage
                  
                  
                  (83,622
                  )
                  
                  (8,002
                  )Total
                      stockholders' deficit
                  
                  
                  (53,622
                  )
                  
                  (502
                  )Total
                      liabilities and stockholders' deficit
                  
                  $
                  96,751
                  
                  $
                  533
  The
        accompanying notes are an integral part of these financial
        statements.
 
 F-2
  **Wentworth
        II, Inc.**
 **(A
        Development Stage Company)**
 **Statements
        of Operations**
  **March
                        7, 2001****(Inception)
                        To****Years
                        Ended December 31,**
                    
                    **December
                        31,****2006**
                    
                    **2005**
                    
                    **2006**Revenue
                    
                    $
                    -
                    
                    $
                    -
                    
                    $
                    -Operating
                        expensesGeneral
                        and administrative
                    
                    
                    74,084
                    
                    
                    385
                    
                    
                    127,114Total
                        operating expenses
                    
                    
                    74,084
                    
                    
                    385
                    
                    
                    127,114Loss
                        from operations
                    
                    
                    (74,084
                    )
                    
                    (385
                    )
                    
                    (127,114
                    )Other
                        income (expense)Interest
                        income
                    
                    
                    -
                    
                    
                    -
                    
                    
                    356Other
                        income
                    
                    
                    -
                    
                    
                    -
                    
                    
                    45,000Interest
                        expense
                    
                    
                    (1,536
                    )
                    
                    -
                    
                    
                    (1,864
                    )Net
                        loss
                    
                    $
                    (75,620
                    )
                    $
                    (385
                    )
                    $
                    (83,622
                    )Net
                        loss per share - basic and diluted
                    
                    $
                    (.18
                    )
                    $
                    (NIL
                    )
                      *Weighted
                          average number of shares ofoutstanding
                          - basic and diluted
                    
                    
                    421,479
                    
                    
                    150,000
 *
          Less
          than $0.01 per share
  The
        accompanying notes are an integral part of these financial
        statements.
  F-3


**Wentworth
      II, Inc.**


**(A
      Development Stage Company)**


**Statement
      of Stockholders’ Deficit**


**For
      the Period From March 7, 2001 (Inception) to December 31,
      2006**


**Common
                  Stock**
              
              **Treasury**
              
              **Additional
                  Paid-In**
              
              **Deficit
                  Accumulated during the
                  Development**
              
              **Total
                  Stockholders' Equity****Shares**
              
              **Amount**
              
              **Stock**
              
              **Capital**
              
              **Stage**
              
              **(Deficit)****Balances
                  at March 7, 2001 (Inception)**
              
              
              -
              
              $
              -
              
              $
              -
              
              $
              -
              
              $
              -
              
              $
              -Issuance
                  of common stock for cash at $0.05 per share
              
              
              150,000
              
              
              1,500
              
              
              -
              
              
              6,000
              
              
              -
              
              
              7,500Net
                  loss
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              (1,322
              )
              
              (1,322
              )**Balances
                  at December 31, 2001**
              
              
              150,000
              
              $
              1,500
              
              $
              -
              
              $
              6,000
              
              $
              (1,322
              )
              $
              6,178Issuance
                  of common stock for cash in public offering at $1.00 per share,
                  net of offering costs of $29,563
              
              
              50,000
              
              
              500
              
              
              -
              
              
              19,937
              
              
              -
              
              
              20,437Net
                  loss
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              (18,525
              )
              
              (18,525
              )**Balances
                  at December 31, 2002**
              
              
              200,000
              
              $
              2,000
              
              $
              -
              
              $
              25,937
              
              $
              (19,847
              )
              $
              8,090Cancellation
                  of common stock from 2002 public offering
              
              
              (50,000
              )
              
              (500
              )
              
              -
              
              
              (19,937
              )
              
              -
              
              
              (20,437
              )Net
                  income
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              12,627
              
              
              12,627**Balances
                  at December 31, 2003**
              
              
              150,000
              
              $
              1,500
              
              $
              -
              
              $
              6,000
              
              $
              (7,220
              )
              $
              280Net
                  loss
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              (397
              )
              
              (397
              )**Balances
                  at December 31, 2004**
              
              
              150,000
              
              $
              1,500
              
              $
              -
              
              $
              6,000
              
              $
              (7,617
              )
              $
              (117
              )Net
                  loss
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              (385
              )
              
              (385
              )**Balances
                  at December 31, 2005**
              
              
              150,000
              
              $
              1,500
              
              $
              -
              
              $
              6,000
              
              $
              (8,002
              )
              $
              (502
              )Issuance
                  of common stock to related parties for services rendered at $0.05
                  per share
              
              
              450,000
              
              
              4,500
              
              
              -
              
              
              18,000
              
              
              -
              
              
              22,500Return
                  of common stock from related parties at $0.01 per share
              
              
              -
              
              
              -
              
              
              (600
              )
              
              600
              
              
              -
              
              
              -Net
                  loss
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              (75,620
              )
              
              (75,620
              )**Balances
                  at December 31, 2006**
              
              
              600,000
              
              $
              6,000
              
              $
              (600
              )
              $
              24,600
              
              $
              (83,622
              )
              $
              (53,622
              )





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




F-4




**Wentworth
      II, Inc.**


**(A
      Development Stage Company)**


**Statements
      of Cash Flows**


**Years
                  Ended December 31,**
              
              **March
                  7, 2001 (Inception) To **December
                  31,******2006**
              
              **2005**
              
              **2006****Cash
                  Flows From Operating Activities**Net
                  loss
              
              $
              (75,620
              )
              $
              (385
              )
              $
              (83,622
              )Adjustments
                  to reconcile net loss to net cash
                  used in operating activities:Common
                  stock issued for services
              
              
              22,500
              
              
              -
              
              
              22,500Changes
                  in operating assets and liabilities:Restricted
                  cash
              
              
              (88,975
              )
              
              -
              
              
              (88,975
              )Deferred
                  offering costs
              
              
              (5,000
              )
              
              -
              
              
              (5,000
              )Accounts
                  payable
              
              
              2,802
              
              
              -
              
              
              2,802Accrued
                  expenses
              
              
              2,275
              
              
              -
              
              
              2,275Accrued
                  interest due to related parties
              
              
              1,536
              
              
              -
              
              
              1,571Net
                  cash used in operating activities
              
              
              (140,482
              )
              
              (385
              )
              
              (148,449
              )**Cash
                  Flows From Financing Activities**Advance
                  payments received from investors
                  for future issuance of common stock
              
              
              88,975
              
              
              -
              
              
              88,975Proceeds
                  from issuance of notes payable
                  to related parties
              
              
              53,750
              
              
              -
              
              
              54,750Proceeds
                  from issuance of common stock
              
              
              -
              
              
              -
              
              
              57,500Cancellation
                  of common stock
              
              
              -
              
              
              -
              
              
              (50,000
              )Net
                  cash provided by financing activities
              
              
              142,725
              
              
              -
              
              
              151,225Net
                  increase (decrease) in cash and cash equivalents
              
              
              2,243
              
              
              (385
              )
              
              2,776Cash
                  and cash equivalents, beginning of period
              
              
              533
              
              
              918
              
              
              -Cash
                  and cash equivalents, end of period
              
              $
              2,776
              
              $
              533
              
              $
              2,776**Supplemental
                  Disclosure of Cash Flow **Information****Cash
                  paid for interest
              
              $
              -
              
              $
              -
              
              $
              293**Supplemental
                  Disclosure of Non-Cash **Financing
                  Transactions****Receipt
                  of common stock for no consideration
              
              $
              600
              
              $
              -
              
              $
              600




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




F-5




**Wentworth
      II, Inc.**


**(A
      Development Stage Company)**


**Notes
      to Financial Statements**








**1.**
            **Basis
                of Presentation, Organization and Going
                Concern**





Wentworth
      II, Inc. (the “Company”) was incorporated in the State of Delaware on March 7,
      2001 for the purpose of raising capital that was intended to be used in
      connection with a merger, acquisition or other business combination with an
      operating business. On October 9, 2001, the Company issued 150,000 shares of
      common stock at $0.05 per share for total proceeds of $7,500. During 2001,
      the
      Company filed a registration statement on Form SB-2, under Securities and
      Exchange Commission (“SEC”) Rule 419, which was declared effective by the SEC on
      August 6, 2002. Under this registration statement, on November 4, 2002, the
      Company issued 50,000 shares of common stock in a public offering at $1.00
      per
      share, for total gross proceeds of $50,000 and also incurring $29,563 in
      expenses associated with the offering.





The
      proceeds of the initial public offering as well as the related securities
      purchased were placed in an escrow account, where they were to remain until
      the
      consummation of a business combination as required by SEC Rule 419.





On
      February 6, 2003, the Company entered into a merger agreement to acquire Natural
      Golf, a privately held Illinois company that was in the golf instructional
      business. This merger was terminated in July 2003 by mutual consent. Pursuant
      to
      the termination agreement, the Company received $45,000 from Natural Golf which
      was recorded as other income.





In
      December 2003, the Company determined that it would be unable to consummate
      a
      business combination within the 18-month time period from the date of the
      effectiveness of its registration statement, as established by SEC Rule
      419(e)(2)(iv). As such, the remaining funds in the escrow account were returned
      to the investors who purchased common stock in the offering and the 50,000
      shares were returned to the Company and cancelled.





The
      Company is currently in the development stage as defined by Statement of
      Financial Accounting Standards No. 7, Accounting and Reporting by Development
      Stage Enterprises (“SFAS No. 7”). All activities of the Company to date relate
      to its formation, its public offering and subsequent public filings and to
      finding an acquisition target with which to consummate a business combination.
      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.





Since
      its
      inception, the Company has generated no revenues from operations and has
      incurred operating losses of $127,114. Since inception, the Company has been
      dependent upon the receipt of capital investment or other financing to fund
      its
      continuing activities. The Company has not identified any business combination
      and therefore, cannot ascertain with any degree of certainty the capital
      requirements for any particular transaction. In addition, the Company is
      dependent upon certain related parties to provide continued funding and capital
      resources. These factors indicate substantial doubt that the Company will be
      able to continue as a going concern. The accompanying financial statements
      have
      been presented on the basis of the continuation of the Company as a going
      concern and do not include any adjustments relating to the recoverability and
      classification of  recorded
      asset amounts or the amounts and classification of liabilities that might be
      necessary should the Company be unable to continue as a going
      concern.




F-6




**Wentworth
      II, Inc.**


**(A
      Development Stage Company)**


**Notes
      to Financial Statements**







**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 as well as
      the
      reported amounts of revenues and expenses. Actual results could differ from
      these estimates.





**Income
      Taxes**


The
      Company accounts for income taxes in accordance with Statement of Financial
      Accounting Standards No. 109, Accounting for Income Taxes (“SFAS No. 109”),
      which requires the recognition of deferred tax liabilities and assets at
      currently enacted tax rates for the expected future tax consequences of events
      that have been included in the financial statements or tax returns. A valuation
      allowance is recognized to reduce the net deferred tax asset to an amount that
      is more likely than not to be realized. The tax provision shown on the
      accompanying statement of operations is zero since the deferred tax asset
      generated from net operating losses is offset in its entirety by a valuation
      allowance. State minimum taxes are expensed as incurred.





**Cash
      and Cash Equivalents**


Cash
      and
      cash equivalents, if any, include all highly liquid instruments with an original
      maturity of three months or less at the date of purchase.





**Restricted
      Cash and Advance Payments Received From Investors**


Restricted
      cash and the related advance payments received from investors liability is
      comprised of cash received, prior to year-end, from accredited investors for
      the
      purchase of shares of the Company’s common stock in a private offering that was
      completed subsequent to year-end (see Note 6). As the private offering and
      issuance of the shares of common stock was not completed until subsequent to
      year-end, the proceeds received from accredited investors prior to year-end
      were
      placed in an escrow account with limitations on accessibility and withdrawal
      by
      the Company.





**Deferred
      Offering Costs**


Deferred
      offering costs are comprised of legal expenses incurred and paid prior to
      year-end directly related to the private offering of the Company’s common stock
      that was completed subsequent to year-end (see Note 6). As the private offering
      and issuance of shares of common stock was not completed until subsequent to
      year-end, legal fees directly related to the private offering transaction were
      initially recorded as deferred offering costs and subsequently recorded as
      a
      reduction to paid-in capital upon completion of the private offering
      transaction.




**Fair
      Value of Financial Instruments**


The
      Company's financial instruments include cash equivalents, accounts payable
      and
      notes payable to related parties. The carrying amounts of financial instruments
      approximate fair value due to their short maturities.





**Net
      Loss Per Share**


Basic
      loss per share (EPS) is calculated by dividing the loss available to common
      shareholders by the weighted average number of common shares outstanding for
      the
      period. Diluted EPS reflects the potential dilution that could occur if
      securities or other contracts to issue common stock were exercised or converted
      into common stock. The Company currently has no dilutive securities and as
      such,
      basic and diluted loss per share are the same for all periods
      presented.




F-7




**Wentworth
      II, Inc.**


**(A
      Development Stage Company)**


**Notes
      to Financial Statements**




**Comprehensive
      Loss**


Comprehensive
      loss is defined as all changes in stockholders’ equity (deficit), exclusive of
      transactions with owners, such as capital investments. Comprehensive loss
      includes net loss, changes in certain assets and liabilities that are reported
      directly in equity such as translation adjustments on investments in foreign
      subsidiaries and unrealized gains (losses) on available-for-sale securities.
      For
      the years ended December 31, 2006 and 2005 and For the Period From Inception
      (March 7, 2001) to December 31, 2006, the Company’s comprehensive loss was the
      same as its net loss.





**Stock-Based
      Compensation**


Effective
      January 1, 2006, the Company adopted Statement of Financial Accounting Standards
      No. 123(R), Share-Based Payment (“SFAS No. 123(R)”), using the modified
      prospective application transition method. Under this transition approach,
      the
      fair value method is used to recognize compensation cost for the unvested
      portion of awards granted, modified, or settled in fiscal years beginning the
      effective date, which remain unvested, as well as for new awards. Since its
      inception, the Company has not granted any stock-based compensation awards
      to
      its employees. As there were no unvested stock-based awards outstanding as
      of
      January 1, 2006, the adoption of SFAS 123(R) did not have an impact on the
      Company’s financial position or results of operations. There were no stock-based
      awards issued
      during the year ended December 31, 2006 or
      during
      the Peri od
      From
      Inception (March 31, 2006) to December 31 ,
      2006.




**Recently
      Issued Accounting Pronouncements**


In
      June
      2006, the Financial Accounting Standards Board (“FASB”) issued Financial
      Interpretation No. 48, Accounting for Uncertainty in Income Taxes, an
      Interpretation of SFAS No. 109 (“FIN 48”), which clarifies the accounting for
      uncertainty in income taxes recognized in an enterprise’s financial statements.
      FIN 48 prescribes a recognition threshold and measurement attribute for the
      financial statement recognition and measurement of tax positions taken or
      expected to be taken in a tax return. It also provides guidance on
      derecognition, classification, interest and penalties, accounting in interim
      periods, disclosure and transition. The requirements of FIN 48 are effective
      for
      the Company’s fiscal year beginning January 1, 2007.





In
      September 2006, the FASB issued Statement of Financial Accounting Standards
      No.
      157, Fair Value Measurements (“SFAS 157”).  The purpose of SFAS 157 is to
      provide users of financial statements with better information about the extent
      to which fair value is used to measure recognized assets and liabilities, the
      inputs used to develop the measurements, and the effect of certain of the
      measurements on earnings for the period. SFAS No. 157 also provides guidance
      on
      the definition of fair value, the methods used to measure fair value, and the
      expanded disclosures about fair value measurements. This changes the definition
      of fair value to be the price that would be received to sell an asset or paid
      to
      transfer a liability, an exit price, as opposed to the price that would be
      paid
      to  acquire
      the asset or received to assume the liability, an entry price.  SFAS No.
      157 is effective for financial statements issued for fiscal years beginning
      after November 15, 2007, and interim periods with those fiscal years (e.g.,
      January 1, 2008, for calendar year-end entities.)




F-8




**Wentworth
      II, Inc.**


**(A
      Development Stage Company)**


**Notes
      to Financial Statements**





In
      September 2006, the FASB issued Statement of Financial Accounting Standards
      No.
      158, Employers’ Accounting for Defined Benefit Pension and Other Postretirement
      Plans  -
      an
      amendment of FASB Statements No. 87, 88, 106, and 132(R) (“SFAS 158”), which
      amends SFAS No. 87, 88, 106, and 132(R).  Post application of SFAS 158, an
      employer should continue to apply the provisions in Statements 87, 88, and
      106
      in measuring plan assets and benefit obligations as of the date of its statement
      of financial position and in determining the amount of net periodic benefit
      cost.  SFAS 158 requires amounts to be recognized as the funded status of a
      benefit plan, that is, the difference between plan assets at fair value and
      the
      benefit obligation.  SFAS 158 further requires recognition of gains/losses
      and prior service costs or credits not recognized pursuant to SFAS No. 87 or
      SFAS No. 106.  Additionally, the measurement date is to be the date of the
      employer’s fiscal year-end.  Lastly, SFAS 158 requires disclosure in the
      financial statements effects from delayed recognition of gains/losses, prior
      service costs or credits, and transition assets or obligations.  SFAS No.
      158 is effective for years ending after December 15, 2006 for employers with
      publicly traded equity securities and as of the end of the fiscal year ended
      after June 15, 2007 for employers without publicly traded equity
      securities.




In
      February 2007, the FASB issued Statement of Financial Accounting Standards
      No.
      159, The Fair Value Option for Financial Assets and Financial Liabilities,
      including an amendment of FASB Statement No. 115 (“FAS 159”).  FAS 159
      permits companies to choose to measure many financial instruments and certain
      other items at fair value that are not currently required to be measured at
      fair
      value and establishes presentation and disclosure requirements designed to
      facilitate comparisons between companies that choose different measurement
      attributes for similar types of assets and liabilities. The provisions of FAS
      159 will become effective as of the beginning of our 2009 fiscal year.





The
      adoption of these new Statements is not expected to have a material effect
      on
      the Company’s financial position, results of operations, or cash
      flows.





**3.**
            **Notes
                Payable - Related Parties**




During
      2002, the Company borrowed a total of $1,000 from Kevin R. Keating, the
      Company’s sole officer and director, under an unsecured promissory note bearing
      interest at 6% per annum, with principal and interest due and payable upon
      the
      approval of a Wentworth II, Inc. merger or acquisition by both the Securities
      and Exchange Commission and Wentworth II, Inc. shareholders.





In
      May of
      2006, the Company borrowed $12,500 from Keating Investments, LLC (“Keating
      Investments”) under an unsecured promissory note bearing interest at 6% per
      annum, with principal and interest due and payable upon demand. Kevin R.
      Keating, the Company’s sole officer and director, is the father of the managing
      member of Keating Investments.





In
      August
      of 2006, the Company borrowed an additional $6,250 from Keating Investments
      under an unsecured promissory note bearing interest at 6% per annum, with
      principal and interest due and payable upon demand.





In
      June
      of 2006, the Company borrowed $20,000 from Vero Management, LLC (“Vero”) under
      an unsecured promissory note bearing interest at 6% per annum, with principal
      and interest due and payable upon demand. Kevin R. Keating, the Company’s sole
      officer and director, is also the manager of Vero.





In
      October of 2006, the Company borrowed an
      additional $15,000
      from Vero under an unsecured promissory note bearing interest at 6% per annum,
      with principal and interest due and payable upon demand.




The
        Company recognized interest expense of $1,536 and $0 in
        relation to outstanding notes payable to related parti es
        for
        the years ended December 31, 2006 and 2005 ,
        respectively.




F-9




**Wentworth
      II, Inc.**


**(A
      Development Stage Company)**


**Notes
      to Financial Statements**





**4.**
            **Stockholders’
                Equity (Deficit)**





Pursuant
      to its certificate of incorporation, the Company is authorized to issue up
      to
      40,000,000 shares of common stock and 10,000,000 shares of preferred stock,
      each
      with a par value of $0.01 per share. At December 31, 2006 and 2005, there were
      540,000 and 150,000 shares of common stock outstanding, respectively, and no
      shares of preferred stock issued or outstanding.





In
      October of 2001, the Company issued 150,000 shares of common stock at $0.05
      per
      share for total proceeds of $7,500. During 2001, the Company filed a
      registration statement on Form SB-2, under Securities and Exchange Commission
      (“SEC”) Rule 419, which was declared effective by the SEC on August 6, 2002.
      Under this registration statement, in November of 2002, the Company issued
      50,000 shares of common stock in a public offering at $1.00 per share, for
      total
      gross proceeds of $50,000 and also incurring $29,563 in expenses associated
      with
      the offering.





The
      proceeds of the offering as well as the related securities purchased were placed
      in an escrow account, where they were to remain until the consummation of a
      business combination as required by SEC Rule 419.





In
      December 2003, the Company determined that it would be unable to consummate
      a
      business combination within the 18-month time period from the date of the
      effectiveness of its registration statement, as established by SEC Rule
      419(e)(2)(iv). As such, the remaining funds in the escrow account were returned
      to the investors who purchased common stock in the offering and the 50,000
      shares were returned to the Company and cancelled.





In
      May of
      2006, the Company issued 450,000 shares of common stock to five shareholders,
      all of whom are considered related parties to the Company’s sole officer and
      director, as compensation for services rendered to the Company valued at
      $22,500, or $0.05 per share.





In
      September of 2006, four of the Company’s existing shareholders, all of whom are
      considered related parties to the Company’s sole officer and director, returned
      60,000 shares of common stock to the Company for no consideration. The Company
      accounted for the return of these shares as treasury stock at par value, with
      a
      corresponding increase to additional paid-in-capital.





**5.**
            **Income
                Taxes**





At
      December 31, 2006 and 2005, the Company had net operating loss
      carryforwards of approximately $61,000 and $8,000 which may be used to offset
      future taxable income. These carryforwards expire beginning in 2025. As a result
      of certain changes in the Company’s ownership, the future utilization of the net
      operating loss carryforwards may be limited under Internal Revenue Code Section
      382.




F-10




**Wentworth
      II, Inc.**


**(A
      Development Stage Company)**


**Notes
      to Financial Statements**





The
      tax
      effects of temporary differences that give rise to significant portions of
      the
      Company’s net deferred tax assets at December 31 are as follows:


**2006**
              
              **2005****Assets**Net
                  operating loss carryforwards
              
              $
              12,025
              
              $
              1,200Other
              
              
              4,427
              
              
              -Gross
                  deferred tax assets
              
              
              16,452
              
              
              1,200Valuation
                  allowance
              
              
              (16,452
              )
              
              (1,200
              )Net
                  deferred tax assets
              
              $
              -
              
              $
              -





A
      full
      valuation allowance has been recorded against the Company’s deferred tax assets
      because, based on the weight of available evidence, it is more likely than
      not
      that such benefits will not be realized.




The
      benefit from income taxes differs from the amount computed by applying the
      U.S.
      federal income tax rate of 15% to loss before income taxes as follows for the
      years ended December 31, 2006 and 2005:


**2006**
              
              **2005**U.S.
                  federal income tax benefit at statutory rate
              
              $
              (11,343
              )
              $
              (58
              )State
                  income tax benefit, net of federal benefit
              
              
              (3,909
              )
              
              -Change
                  in valuation allowance
              
              
              15,252
              
              
              58Benefit
                  from income taxes
              
              $
              -
              
              $
              -




**6.**
            **Subsequent
                Events**




On
      January 29, 2007, the Company sold 400,000 shares of common stock in a private
      offering to accredited investors at $0.50 per share, for total gross proceeds
      of
      $200,000 and also incurring $17,050 in expenses associated with the offering.
      The Company sold these shares of common stock under the exemption from
      registration provided by Section 4(2) of the Securities Act of 1933, as amended
      and Regulation D promulgated thereunder. In connection with this sale of common
      stock, the Company has agreed, subject to certain terms and conditions, to
      file
      a registration statement under the Securities Act of 1933, as amended, covering
      the resale of the shares.





The
      Company used $54,750 of the net proceeds from the offering to repay outstanding
      notes payable due to related parties and plans to use the remaining net proceeds
      from the offering as working capital and as potential capital to be utilized
      by
      a company with which the Company may complete a business combination.




F-11




**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 President, Principal Financial Officer and
      Secretary, 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 management including the
      President, Principal Financial Officer and Secretary, concluded that the
      Company’s disclosure controls and procedures were effective in providing
      reasonable assurance that information required to be disclosed in the Company’s
      reports filed or submitted under the Exchange Act was recorded, processed,
      summarized, and reported within the time periods specified in the SEC’s rules
      and forms. There have been no significant 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 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
      officer for the fiscal year ended December 31, 2006:





Name
            
            Age
            
            Position
            
            TermKevin
                R. Keating
            
            66
            
            President,
                Secretary, Director
            
            March
                7, 2001 thru Present




Kevin
      R.
      Keating is the Managing Member of Vero Management, LLC, which provides
      managerial, administrative, and financial consulting services for micro-cap
      public companies.  For more than 40 years he has been engaged in various
      aspects of the investment business.  Mr. Keating began his Wall Street
      career with the First Boston Corporation in New York in 1965.  From
      1967 through 1974, he was employed by
      several institutional research boutiques where he functioned as Vice
      President Institutional Equity Sales. From 1974 until 1982, Mr. Keating was
      the
      President and Chief Executive Officer of Douglas Stewart, Inc., a New York
      Stock Exchange member firm. From 1982 through 2006, he was associated with
      a
      variety of securities firms as a registered representative servicing the
      investment needs of high net worth individual investors.




Additionally,
      Mr. Keating currently serves as director of the following companies: Catalyst
      Lighting Group, 99 Cent Stuff, Inc., Blue Holdings, Inc., People’s Liberation,
      Inc. and DigitalFX International, Inc. Also, he is the sole officer and director
      of Wentworth IV, Inc. and Wentworth V, Inc., both of which are
      publicly-reporting, non-trading, blank check, shell companies





The
      Company’s officers and directors are elected annually for a one year term or
      until their respective successors are duly elected and qualified or until their
      earlier resignation or removal.





(b)
      Significant Employees.





As
      of the
      date hereof, the Company has no significant employees.




(c)
      Family Relationships.





At
      present, we contemplate that at least one of the finders of business
      combinations for the Company will be Keating Investments, LLC, a Delaware
      limited liability company and an SEC Registered Investment Advisor. Timothy
      J.
      Keating, who currently owns 28.1% of our issued and outstanding Common Stock
      and
      is also the son of Kevin R. Keating, our President, is the Managing Member
      of,
      and holds approximately a 60% interest in, Keating Investments, LLC. Michael
      J.
      Keating, a stockholder of the Company, is the son of Kevin R. Keating and the
      brother of Timothy J. Keating.





(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.




14


**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 on 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 fiscal year ended December 31, 2006 and written representations that no
        other reports were required, the Company believes that no persons 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
        years.




**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 serve
      in these capacities.





**Nominating
      Committee**





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





**Audit
      Committee**





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 who earned annual compensation
      exceeding $100,000 for services rendered during the fiscal years ended December
      31, 2006 and December 31, 2005.





Name
                and Position
            
            Year
            
            Total
                CompensationKevin
                R. Keating, President, Secretary
            
            2006
              2005
              2004
            
            None
              None
              None





**Director
      Compensation**





We
      do not
      currently pay any cash fees to our d irectors,
      nor do we pay d irectors’
      expenses in attending board meetings.





**Employment
      Agreements**





The
      Company is not a party to any employment agreements.





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





The
      following tables set forth certain information as of March 16, 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.




15








Name
                and Address
            
            Amount
                and Nature of
              Beneficial
                Ownership
            
            Percentage
                of ClassKevin
                R. Keating (1)
              936A
                Beachland Boulevard
              Suite
                13
              Vero
                Beach, FL 32963
            
            30,000
            
            3.2%Timothy
                J. Keating (2)
              5251
                DTC Parkway
              Suite
                1090
              Greenwood
                Village, CO 80111
            
            264,000
            
            28.1%Luca
                Toscani
              Grand
                Gateway, Tower 2
              Suite
                3506
              No.
                3 Hongqiao Road
              Xuhui
                District
              Shanghai,
                200030
              China
            
            162,000
            
            17.2%All
                Directors and Officers as a Group
              (1
                individual)
            
            30,000
            
            3.2%





(1)
            Kevin
                R. Keating is the President, Secretary and sole director of the
                Company.




(2)
            Timothy
                J. Keating is the son of Kevin R. Keating and the brother of Michael
                J.
                Keating, who is also a stockholder of the
                Company.




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





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
                
                Description*3.1
                
                Certificate
                    of Incorporation
  16
 *3.2
                
                By-laws31.1
                
                Certification
                    of the Company’s Principal Executive Officer and 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 and 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 SB-2,
                as
                filed with the Securities and Exchange Commission on December 12,
                2001,
                and incorporated herein by this
                reference.




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





De
      Joya
      Griffith & Company, LLC (“De
      Joya Griffith”) is the Company's independent registered public accounting firm.





**Audit
      Fees**





The
      aggregate fees billed by De Joya Griffith for professional services rendered
      for
      the audit of our annual financial statements and review of financial statements
      included in our quarterly reports on Form 10-QSB or services that are normally
      provided in connection with statutory and regulatory filings were $8,000 for
      the
      fiscal year ended December 31, 2005 and $13,000 for fiscal year ended December
      31, 2006. The
      $8,000 fees were incurred for the 2005 and 2004 audits.




**Audit-Related
      Fees**





There
      were no fees billed by De Joya Griffith for assurance and related services that
      are
      reasonably related
      to the performance of the audit or review of the Company’s financial statements
      for the fiscal years ended December 31, 2005 and 2006.





**Tax
      Fees**





There
      were no fees billed by De Joya Griffith for professional services for tax
      compliance, tax advice, and tax planning for the fiscal years ended December
      31,
      2005 and 2006.





**All
      Other Fees**





There
      were no fees billed by De Joya Griffith for other products and services for
      the
      fiscal years ended December 31, 2005 and 2006.




17




**SIGNATURES**





In
      accordance with 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.





**WENTWORTH
                II, INC.**Dated: March 16, 2007
            By:
            /s/
              Kevin R. KeatingName:
                Kevin R. Keating
              Title:
                President, Secretary, Director




18