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 June 30, 2007
o
TRANSITION REPORT UNDER
SECTION 13 OR 15(d)
OF
THE SECURITIES EXCHANGE ACT OF 1934
For
the
transition period from ______________ to ______________
Commission
File Number 000-52120
R&R
Acquisition VI, Inc.
(Exact
name of registrant as specified in its charter)
Delaware
|
56-2590442
|
(State
or other jurisdiction of
|
(I.R.S.
Employer
|
incorporation
or organization)
|
Identification
No.)
|
|
|
47
School Avenue
|
|
Chatham,
New Jersey
|
07928
|
(Address
of principal executive offices)
|
(zip
code)
|
Registrant’s
telephone number, including area code:
(973)
635-4047
|
Securities
registered under Section 12(b) of the Exchange Act:
None.
Securities
registered under Section 12(g) of the Exchange Act:
Common
Stock, $0.0001 par value per share
(Title
of
Class)
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 issuer (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. o
Check
whether the issuer is a shell company (as defined in Rule 12b-2 of the Exchange
Act). Yes x No o.
The
issuer’s revenues for fiscal year end June 30, 2007 were $0.
As
of
August 16, 2007, there were 2,500,000 shares of common stock, par value $.0001
per share, outstanding, none were held by non-affiliates.
Transitional
Small Business Disclosure Format (check one): Yes o No x
DOCUMENTS
INCORPORATED BY REFERENCE:
None
FORWARD-LOOKING
STATEMENTS
Certain
statements made in this Annual Report on Form 10-KSB are “forward-looking
statements” (within the meaning of the Private Securities Litigation Reform Act
of 1995) regarding the plans and objectives of management for future operations.
Such statements involve known and unknown risks, uncertainties and other factors
that may cause actual results, performance or achievements of R&R
Acquisition VI, 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 particularly in view of the current state of our operations, the
inclusion of such information should not be regarded as a statement by us or
any
other person that our objectives and plans will be achieved. Factors that could
cause actual results to differ materially from those expressed or implied by
such forward-looking statements include, but are not limited to, the factors
set
forth herein under the headings “Description of Business,” “Plan of Operation”
and “Risk Factors”. We undertake no obligation to revise or update publicly any
forward-looking statements for any reason.
Introduction
R&R
Acquisition VI, Inc. (“we”, “us”, “our”, the “Company” or the “Registrant”) was
incorporated in the State of Delaware on June 2, 2006 and maintains its
principal executive offices at 47 School Avenue, Chatham, New Jersey 07928.
Since inception, the Company has been engaged in organizational efforts and
obtaining initial financing. The Company was formed as a vehicle to pursue
a
business combination through the acquisition of, or merger with, an operating
business. The Company filed a registration statement on Form 10-SB with the
U.S.
Securities and Exchange Commission (the “SEC”) on July 10, 2006, and since its
effectiveness, the Company has focused its efforts to identify a possible
business combination. The Company has not entered into a letter of intent or
any
definitive agreement concerning any target business.
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 an operating business. The Company will
not
restrict its potential candidate target companies to any specific business,
industry or geographical location and, thus, may acquire any type of
business.
Competition
Our
primary goal is the acquisition of a target company or business seeking the
perceived advantages of being a publicly held corporation. The Company faces
vast competition from other shell companies with the same objectives. The
Company is in a highly competitive market for a small number of business
opportunities which could reduce the likelihood of consummating a successful
business combination. A large number of established and well-financed entities,
including small public companies and venture capital firms, are active in
mergers and acquisitions of companies that may be desirable target candidates
for us. Nearly all these entities have significantly greater financial
resources, technical expertise and managerial capabilities than we do;
consequently, we will be at a competitive disadvantage in identifying possible
business opportunities and successfully completing a business combination.
These
competitive factors may reduce the likelihood of our identifying and
consummating a successful business combination.
Employees
We
have
no employees other than our two part time officers.
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 the non-management
stockholders of the Company.
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. Further, our management’s own personal pecuniary interest may
at some point compromise its fiduciary duty to our stockholders. In addition,
Mr. Kling and Mr. Warshaw, our sole officers, are currently involved with other
blank check offerings and conflicts in the pursuit of business combinations
with
such other blank check companies with which they and affiliates of our majority
stockholders are, and may in the future, be affiliated with, may arise. If
we
and the other blank check companies that our officers and sole director are
affiliated with desire to take advantage of the same opportunity, then those
officers and directors that are affiliated with both companies would abstain
from voting upon the opportunity. Further, Rodman & Renshaw, LLC (“Rodman
& Renshaw”), a registered broker-dealer and affiliate of our majority
stockholder, may act as our investment banker, placement agent or financial
consultant to the Company in connection with a potential business combination
transaction and may receive a fee for such services. We cannot assure you that
conflicts of interest among us, our management, Rodman & Renshaw and our
stockholders will not develop.
Our
business is difficult to evaluate because we have no operating
history.
As
the
Company has no operating history or revenue and only minimal assets, there
is a
risk that we will be unable to continue as a going concern and consummate a
business combination. The Company has had no recent operating history nor any
revenues or earnings from operations since inception. We have no significant
assets or financial resources. We will, in all likelihood, sustain operating
expenses without corresponding revenues, at least until the consummation of
a
business combination. This may result in our incurring a net operating loss
that
will increase continuously until we can consummate a business combination with
a
profitable business opportunity. We cannot assure you that we can identify
a
suitable business opportunity and consummate a business
combination.
There
is competition for those private companies suitable for a merger transaction
of
the type contemplated by management.
The
Company is in a highly competitive market for a small number of business
opportunities which could reduce the likelihood of consummating a successful
business combination. We are and will continue to be an insignificant
participant in the business of seeking mergers with, joint ventures with and
acquisitions of small private and public entities. A large number of established
and well-financed entities, including small public companies and venture capital
firms, are active in mergers and acquisitions of companies that may be desirable
target candidates for us. Nearly all these entities have significantly greater
financial resources, technical expertise and managerial capabilities than we
do;
consequently, we will be at a competitive disadvantage in identifying possible
business opportunities and successfully completing a business combination.
These
competitive factors may reduce the likelihood of our identifying and
consummating a successful business combination.
Future
success is highly dependent on the ability of management to locate and attract
a
suitable acquisition.
The
nature of our operations is highly speculative and there is a consequent risk
of
loss of 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 definitive 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 officers have not entered into written
employment agreements with us and are not expected to do so in the foreseeable
future. This limited commitment may adversely impact our ability to identify
and
consummate a successful business combination.
The
time and cost of preparing a private company to become a public reporting
company may preclude us from entering into 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.
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.
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 of 1933, as amended (the “Securities Act”).
Therefore, outstanding shares of our common stock cannot be offered, sold,
pledged or otherwise transferred unless subsequently registered pursuant to,
or
exempt from registration under, the Securities Act and any other applicable
federal or state securities laws or regulations. Shares of our common stock
cannot be sold under the exemptions from registration provided by Rule 144
under
or Section 4(1) of the Securities Act (“Rule 144”), 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 (the “Wulff Letter”).
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 (“Rule 415”), which generally permits the offer and sale of securities on a
continued or delayed basis over a period of time, but instead would require
that
the issuer offer and sell such securities in a direct or "primary" public
offering, at a fixed price, if the facts and circumstances are such that the
SEC
believes the investors seeking to have their shares registered are underwriters
and/or affiliates of the issuer. It appears that the SEC in most cases will
permit a registration for resale of up to one third of the total number of
shares of common stock then currently owned by persons who are not affiliates
of
such issuer and, in some cases, a larger percentage depending on the facts
and
circumstances. Staff members also have indicated that an issuer in most cases
will have to wait until the later of six months after effectiveness of the
first
registration or such time as substantially all securities registered in the
first registration are sold before filing a subsequent registration on behalf
of
the same investors. Since, following a reverse merger or business combination,
we may have little or no tradable shares of 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.
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
75,000,000 shares of common stock and a maximum of 10,000,000 shares of
preferred stock. Any merger or acquisition effected by us may result in the
issuance of additional securities without stockholder approval and the
substantial dilution in the percentage of our common stock held by our then
existing stockholders. Moreover, the common stock issued in any such merger
or
acquisition transaction may be valued on an arbitrary or non-arm’s-length basis
by our management, resulting in an additional reduction in the percentage of
common stock held by our then existing stockholders. Our Board of Directors
has
the power to issue any or all of such authorized but unissued shares without
stockholder approval. To
the
extent that additional shares of common stock or preferred stock are issued
in
connection with a business combination or otherwise, dilution to the interests
of our stockholders will occur and the rights of the holders of common stock
might be materially adversely affected.
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
one
or more third parties, with the proceeds of such sale(s) 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.
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 our Board of Directors. Accordingly, our Board of Directors
is
empowered, without stockholder approval, to issue preferred stock with dividend,
liquidation, conversion, voting, or other rights which could adversely affect
the voting power or other rights of the holders of the common stock. In the
event of issuance, the preferred stock could be utilized, under certain
circumstances, as a method of discouraging, delaying or preventing a change
in
control of the Company. Although we have no present intention to issue any
shares of its authorized preferred stock, there can be no assurance that the
Company will not do so in the future.
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 annual report, the words "estimate," "project," "believe,"
"anticipate," "intend," "expect" and similar expressions are intended to
identify forward-looking statements. These statements reflect our current views
with respect to future events and are subject to risks and uncertainties that
may cause our actual results to differ materially from those contemplated in
our
forward-looking statements. We caution you not to place undue reliance on these
forward-looking statements, which speak only as of the date of this annual
report. We do not undertake any obligation to publicly release any revisions
to
these forward-looking statements to reflect events or circumstances after the
date of this 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 Chief Financial Officer 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 75,000,000 shares
of common stock, par value $.0001 per share (the “Common Stock”). The Common
Stock is not listed on a publicly-traded market. As of August 16, 2007, there
were three 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 $.0001 per share (the “Preferred Stock”). The
Company has not yet issued any of its Preferred Stock.
Dividend
Policy
The
Company has not declared or paid any cash dividends on its Common Stock and
does
not intend to declare or pay any cash dividend in the foreseeable future. The
payment of dividends, if any, is within the discretion of the Board of Directors
and will depend on the Company’s earnings, if any, its capital requirements and
financial condition and such other factors as the Board of Directors may
consider.
Securities
Authorized for Issuance Under Equity Compensation Plans
None.
Recent
Sales of Unregistered Securities
On
June
8, 2006, the Registrant sold 2,000,000, 400,000 and 100,000 shares of Common
Stock to R&R Investments VI, LLC, Arnold P. Kling and Kirk M. Warshaw,
respectively, for aggregate proceeds equal to $250. Mr. Kling is President
and
sole director of the Registrant. Mr. Warshaw is Secretary and Chief Financial
Officer of the Registrant. The Registrant sold these shares of Common Stock
under the exemption from registration provided by Section 4(2) of the Securities
Act.
The
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.
Item
6. Management’s Discussion and Analysis or Plan of
Operation.
Plan
of Operation
The
Company has not realized any revenues from operations since inception, and
its
plan of operation for the next twelve months is to locate a suitable acquisition
or merger candidate and consummate a business combination. The Company may
need
additional cash advances from stockholders or loans from other parties to pay
for operating expenses until the Company consummates the merger with a
privately-held company. Although it is currently anticipated that the Company
can satisfy its cash requirements with additional cash advances or loans from
other parties, if needed, for at least the next twelve months, the Company
can
provide no assurance that it can continue to satisfy its cash requirements
for
such period.
Since
our
formation on June 2, 2006, our purpose has been to effect a business combination
with an operating business which we believe has significant growth potential.
We
are currently considered to be a “blank check” company in as much as we have no
specific business plans, no operations, revenues or employees. We currently
have
no definitive agreements or understanding with any prospective business
combination candidates and have not targeted any business for investigation
and
evaluation nor are there any assurances that we will find a suitable business
with which to combine. The implementation of our business objectives is wholly
contingent upon a business combination and/or the successful sale of securities
in the company. We intend to utilize the proceeds of any offering, any sales
of
equity securities or debt securities, bank and other borrowings or a combination
of those sources to effect a business combination with a target business which
we believe has significant growth potential. While we may, under certain
circumstances, seek to effect business combinations with more than one target
business, unless and until additional financing is obtained, we will not have
sufficient proceeds remaining after an initial business combination to undertake
additional business combinations.
As
a
result of our limited resources, we expect to effect only a single business
combination. Accordingly, the prospects for our success will be entirely
dependent upon the future performance of a single business. Unlike certain
entities that have the resources to consummate several business combinations
or
entities operating in multiple industries or multiple segments of a single
industry, we will not have the resources to diversify our operations or benefit
from the possible spreading of risks or offsetting of losses. A target business
may be dependent upon the development or market acceptance of a single or
limited number of products, processes or services, in which case there will
be
an even higher risk that the target business will not prove to be commercially
viable.
Our
officers are only required to devote a very limited portion of their time to
our
affairs on a part-time or as-needed basis. We expect to use outside consultants,
advisors, attorneys and accountants as necessary, none of which will be hired
on
a retainer basis. We do not anticipate hiring any full-time employees so long
as
we are seeking and evaluating business opportunities.
We
expect
our present management to play no managerial role in the Company following
a
business combination. Although we intend to scrutinize closely the management
of
a prospective target business in connection with our evaluation of a business
combination with a target business, our assessment of management may be
incorrect. We cannot assure you that we will find a suitable business with
which
to combine.
Continuing
Operational Expenses for the fiscal year ended June 30, 2007
Because
we currently do not have any business operations, we have not had any revenues
during the fiscal year ended June 30, 2007. The net loss for the fiscal year
ended June 30, 2007 was $29,687. This was generated primarily as a result of
professional, printing, and filing fees.
Continuing
Operational Expenses for the period from June 2, 2006 (Date of Inception) to
June 30, 2007
Because
we currently do not have any business operations, we have not had any revenues
during the period from June 2, 2006 to June 30, 2007. Total operating expenses
for this period were $48,235. These expenses include professional, printing,
and
filing fees.
Liquidity
and Capital Resources
The
Company will not have any revenues from any operations absent a merger or other
business combination with an operating company, and no assurance can be given
that such a merger or other business combination will occur or that the Company
can engage in any public or private sales of the Company’s equity or debt
securities to raise working capital. The Company is dependent upon future loans
from its present stockholders or management, and there can be no assurances
that
its present stockholders or management will make any loans to the Company.
At
June 30, 2007, the Company had cash of $14,652 and working capital of
$4,580.
The
Company's present material commitments are professional and administrative
fees
and expenses associated with the preparation of its filings with the SEC and
other regulatory requirements. In the event that the Company engages in any
merger or other business combination with an operating company, it will have
additional material commitments. Although the Company from time to time may
engage in discussions regarding a merger or other combination with an operating
company, we cannot offer any assurances that we will engage in any merger or
other combination with an operating company within the next twelve
months.
Commitments
We
do not
have any commitments which are required to be disclosed in tabular form as
of
June 30, 2007.
Results
of Operations
The
Company has not conducted any active operations since inception, except for
its
efforts to locate a suitable acquisition or merger transaction. No revenue
has
been generated by the Company during such period, and it is unlikely the Company
will have any revenues unless it is able to consummate or effect an acquisition
of, or merger with, an operating company, of which there can be no
assurance.
Item
7. Financial Statements.
R&R
ACQUISITION VI, INC.
(A
Development Stage Company)
JUNE
30,
2007
-
TABLE
OF CONTENTS -
|
|
Page(s)
|
|
|
|
Financial
Statements:
|
|
|
|
|
|
Report
of Independent Registered Public Accounting Firm
|
F
-
1
|
|
|
|
|
Balance
Sheet as of June 30, 2007
|
F
-
2
|
|
|
|
|
Statements
of Operations for the Year Ended June 30, 2007, for the Period
from
|
|
|
June
2, 2006 (Date of Inception) to June 30, 2006 and for Period
from
|
|
|
June
2, 2006 (Date of Inception) to June 30, 2007
|
F
-
3
|
|
|
|
|
Statements
of Changes in Stockholders’ Equity for the Period from June 2, 2006
|
|
|
(Date
of Inception) to June 30, 2007
|
F
-
4
|
|
|
|
|
Statements
of Cash Flows for the Year Ended June 30, 2007, for the Period
from
|
|
|
June
2, 2006 (Date of Inception) to June 30, 2006 and for Period
from
|
|
|
June
2, 2006 (Date of Inception) to June 30, 2007
|
F
-
5
|
|
|
|
Notes
to Financial Statements
|
F
-
6 - F - 9
|
REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Stockholders’
and Directors
R&R
Acquisition VI, Inc.
(A
Development Stage Company)
Chatham,
New Jersey
We
have
audited the accompanying balance sheet of R&R Acquisition VI, Inc. (A
Development Stage Company) as of June 30, 2007, and the related statements
of
operations, stockholders’ equity, cash flows for the period ended June 2, 2006
(Inception) to June 30, 2006, for the year ended June 30, 2007 and for the
cumulative period June 2, 2006 (Inception) to June 30, 2007. These financial
statements are the responsibility of the Company’s management. Our
responsibility is to express an opinion on these financial statements based
on
our audit.
We
conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we
plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining,
on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used
and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.
In
our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of R&R Acquisition VI, Inc. as of
June 30, 2007, and the results of its operations and its cash flows for the
period ended June 2, 2006 (Inception) to June 30, 2006, for the year ended
June
30, 2007 and for the cumulative period June 2, 2006 (Inception) to June 30,
2007, in conformity with accounting principles generally accepted in the United
States.
|
|
|
|
|
/s/ Sherb & Co., LLP |
|
Certified Public Accountants |
|
|
New
York, New York
August
7, 2007
|
|
R&R
ACQUISITION VI, INC.
|
(A
Development Stage Company)
|
BALANCE
SHEET
|
JUNE
30, 2007
|
ASSETS
|
|
|
|
|
|
Current
Assets
|
|
|
|
Cash
and cash equivalents
|
|
$
|
14,652
|
|
TOTAL
ASSETS
|
|
$
|
14,652
|
|
|
|
|
|
|
LIABILITIES
AND STOCKHOLDERS' EQUITY
|
|
|
|
|
|
Current
Liabilities
|
|
|
|
|
Accrued
expenses
|
|
$
|
10,072
|
|
TOTAL
CURRENT LIABILITIES
|
|
|
10,072
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
STOCKHOLDERS'
Equity
|
|
|
|
|
Preferred
stock, $.0001 par value; 10,000,000
|
|
|
|
|
shares
authorized, none issued and outstanding
|
|
|
-
|
|
Common
stock, $.0001 par value; 75,000,000
|
|
|
|
|
shares
authorized, 2,500,000 issued and outstanding
|
|
|
250
|
|
Additional
paid-in capital
|
|
|
52,500
|
|
Deficit
accumulated during the development period
|
|
|
(48,170
|
)
|
|
|
|
|
|
TOTAL
STOCKHOLDERS' EQUITY
|
|
|
4,580
|
|
|
|
|
|
|
TOTAL
LIABILITIES AND STOCKHOLDERS' EQUITY
|
|
$
|
14,652
|
|
The
accompanying notes are an integral part of these financial
statements.
R&R
ACQUISITION VI, INC.
|
(A
Development Stage Company)
|
STATEMENTS
OF OPERATIONS
|
|
|
|
|
For
the period from
|
|
For
the period from
|
|
|
|
Year
Ended
|
|
June
2, 2006
|
|
June
2, 2006
|
|
|
|
June
30,
|
|
(Date
of Inception)
|
|
(Date
of Inception)
|
|
|
|
2007
|
|
to
June 30, 2006
|
|
to
June 30, 2007
|
|
Expenses
|
|
|
|
|
|
|
|
Professional
fees
|
|
$
|
24,000
|
|
$
|
18,500
|
|
$
|
42,500
|
|
Printing
and filing fees
|
|
|
5,735
|
|
|
-
|
|
|
5,735
|
|
Total
operating expenses
|
|
|
29,735
|
|
|
18,500
|
|
|
48,235
|
|
Interest
Income
|
|
|
48
|
|
|
17
|
|
|
65
|
|
Net
Loss
|
|
$
|
(29,687
|
)
|
$
|
(18,483
|
)
|
$
|
(48,170
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Weighted
average number of common shares
|
|
|
2,500,000
|
|
|
1,964,286
|
|
|
|
|
Net
loss per share:
|
|
|
|
|
|
|
|
|
|
|
basic
and fully diluted
|
|
$
|
(0.01
|
)
|
$
|
(0.01
|
)
|
|
|
|
The
accompanying notes are an integral part of these financial
statements.
R&R
ACQUISITION VI, INC.
|
(A
Development Stage Company)
|
STATEMENTS
OF CHANGES IN STOCKHOLDERS' EQUITY
|
For
the Period from June 2, 2006 (Date of Inception) to June 30,
2007
|
|
|
|
|
|
|
|
|
Deficit
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated
|
|
|
|
|
|
|
|
|
|
Additional
|
|
During
the
|
|
Total
|
|
|
|
Common
Stock
|
|
Paid-in
|
|
Development
|
|
Stockholders'
|
|
|
|
Shares
|
|
Amount
|
|
Capital
|
|
Stage
|
|
Equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance
at June 2, 2006 (inception)
|
|
|
-
|
|
$
|
-
|
|
$
|
-
|
|
$
|
-
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common
shares issued
|
|
|
2,500,000
|
|
|
250
|
|
|
|
|
|
|
|
|
250
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Contributed
capital
|
|
|
-
|
|
|
-
|
|
|
40,000
|
|
|
-
|
|
|
40,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
loss
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
(18,483
|
)
|
|
(18,483
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance
at June 30, 2006
|
|
|
2,500,000
|
|
|
250
|
|
|
40,000
|
|
|
(18,483
|
)
|
|
21,767
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Contributed
capital
|
|
|
-
|
|
|
-
|
|
|
12,500
|
|
|
-
|
|
|
12,500
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
loss
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
(29,687
|
)
|
|
(29,687
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance
at June 30, 2007
|
|
|
2,500,000
|
|
$
|
250
|
|
$
|
2,500
|
|
$
|
(48,170
|
)
|
$
|
4,580
|
|
The
accompanying notes are an integral part of these financial
statements.
R&R
ACQUISITION VI, INC.
|
(A
Development Stage Company)
|
STATEMENTS
OF CASH FLOWS
|
|
|
|
|
For
the period from
|
|
For
the period from
|
|
|
|
Year
Ended
|
|
June
2, 2006
|
|
June
2, 2006
|
|
|
|
June
30,
|
|
(Date
of Inception)
|
|
(Date
of Inception)
|
|
|
|
2007
|
|
to
June 30, 2006
|
|
to
June 30, 2007
|
|
|
|
|
|
|
|
|
|
CASH
FLOWS FROM OPERATING ACTIVITIES
|
|
|
|
|
|
|
|
Net
loss
|
|
$
|
(29,687
|
)
|
$
|
(18,483
|
)
|
$
|
(48,170
|
)
|
Changes
in operating assets and liabilities
|
|
|
|
|
|
|
|
|
|
|
Increase
in accrued expenses
|
|
|
6,072
|
|
|
4,000
|
|
|
10,072
|
|
NET
CASH USED IN OPERATING ACTIVITIES
|
|
|
(23,615
|
)
|
|
(14,483
|
)
|
|
(38,098
|
)
|
|
|
|
|
|
|
|
|
|
|
|
CASH
FLOWS FROM FINANCING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
|
Proceeds
from sale of common stock
|
|
|
-
|
|
|
250
|
|
|
250
|
|
Contributed
capital
|
|
|
12,500
|
|
|
40,000
|
|
|
52,500
|
|
NET
CASH PROVIDED BY FINANCING ACTIVITIES
|
|
|
12,500
|
|
|
40,250
|
|
|
52,750
|
|
|
|
|
|
|
|
|
|
|
|
|
NET
(DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS
|
|
|
(11,115
|
)
|
|
25,767
|
|
|
14,652
|
|
|
|
|
|
|
|
|
|
|
|
|
CASH
AND CASH EQUIVALENTS AT BEGINNING OF PERIOD
|
|
|
25,767
|
|
|
-
|
|
|
-
|
|
CASH
AND CASH EQUIVALENTS AT END OF PERIOD
|
|
$
|
14,652
|
|
$
|
25,767
|
|
$
|
14,652
|
|
|
|
|
|
|
|
|
|
|
|
|
SUPPLEMENTAL
DISCLOSURE OF CASH FLOWS
|
|
|
|
|
|
|
|
|
|
|
INFORMATION
|
|
|
|
|
|
|
|
|
|
|
Interest
paid
|
|
$
|
-
|
|
$
|
-
|
|
$
|
-
|
|
Income
taxes paid
|
|
$
|
-
|
|
$
|
-
|
|
$
|
-
|
|
The
accompanying notes are an integral part of these financial
statements.
R&R
Acquisition VI, Inc.
(A
Development Stage Company)
NOTES
TO
FINANCIAL STATEMENTS
JUNE
30,
2007 AND 2006
NOTE
1 - Organization, Business and Operations
R&R
ACQUISITION VI, INC. (the "Company") was incorporated in Delaware with the
objective to acquire, or merge with, an operating business. On June 8, 2006,
the
Company sold 2,500,000 shares of common stock for $250. As of June 30, 2006,
the
Company had not yet commenced any operations.
The
Company, based on proposed business activities, is a "blank check" company.
The
Securities and Exchange Commission defines such a Company as “a development
stage company” that has no specific business plan or purpose, or has indicated
that its business plan is to engage in a merger or acquisition with an
unidentified company or companies, or other entity or person; and is issued
‘penny stock,’ as defined in Rule 3a 51-1 under the Securities Exchange Act of
1934. Many states have enacted statutes, rules and regulations limiting the
sale
of securities of "blank check" companies in their respective jurisdictions.
Management does not intend to undertake any efforts to cause a market to develop
in its securities, either debt or equity, until the Company concludes a business
combination.
The
Company was organized as a vehicle to investigate and, if such investigation
warrants, acquire a target company or business seeking the perceived advantages
of being a publicly held corporation and, to a lesser extent, that desires
to
employ the Company’s funds in its business. The Company’s principal business
objective for the next 12 months and beyond such time will be to achieve
long-term growth potential through a combination with a business rather than
immediate, short-term earnings. The Company will not restrict its potential
candidate target companies to any specific business, industry or geographical
location and, thus, may acquire any type of business. The analysis of new
business opportunities will be undertaken by or under the supervision of the
officers and sole director of the Company.
NOTE
2 - Summary of Significant Accounting Policies
The
Company's accounting policies are in accordance with accounting principles
generally accepted in the United States of America. Outlined below are those
policies considered particularly significant.
(a)
USE OF ESTIMATES
In
preparing financial statements in accordance with accounting principles
generally accepted in the United States of America, management makes certain
estimates and assumptions, where applicable, that affect the reported amounts
of
assets and liabilities and disclosures of contingent assets and liabilities
at
the date of the financial statements, as well as the reported amounts of
revenues and expenses during the reporting period. While actual results could
differ from those estimates, management does not expect such variances, if
any,
to have a material effect on the financial statements.
(b) STOCK-BASED
EMPLOYEE COMPENSATION
The
Company accounts for stock-based compensation under the provisions of Statement
of Financial Accounting Standards (“SFAS”) No. 123(R), “Share-Based Payment”
(SFAS 123(R)). Under the application, the Company is required to record
compensation expense for all awards granted. Per the provisions of SFAS 123R,
the Company recognizes compensation expense on a straight-line attribution
method.
SFAS
123R
eliminates the alternative to use the intrinsic value methods of accounting
that
was provided in SFAS 123, which generally resulted in no compensation expense
recorded in the financial statements related to the issuance of stock options.
SFAS 123R requires that the cost resulting from all share-based payment
transactions be recognized in the financial statements. SFAS 123R establishes
fair value as the measurement objective in accounting for share-based payment
transactions with employees.
R&R
Acquisition VI, Inc.
(A
Development Stage Company)
NOTES
TO
FINANCIAL STATEMENTS
JUNE
30,
2007 AND 2006
NOTE
2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(Continued):
(c)
FAIR VALUE OF FINANCIAL INSTRUMENTS
Pursuant
to SFAS No. 107, “Disclosures About Fair Value of Financial Instruments,” the
Company is required to estimate the fair value of all financial instruments
included on its balance sheet as of June 30, 2007. The Company considers the
carrying value of accrued expenses in the financial statements to approximate
their face value.
(d)
CASH AND CASH EQUIVALENTS
For
purposes of the statements of cash flows the Company considers all highly liquid
investments purchased with a remaining maturity of three months or less to
be
cash or cash equivalents.
(e)
INCOME TAXES
The
asset
and liability method is used in accounting for income taxes. Under this method,
deferred tax assets and liabilities are recognized for operating loss and tax
credit carry forwards and for the future tax consequences attributable to
differences between the financial statement carrying amounts of existing assets
and liabilities and their respective tax bases. Deferred tax assets and
liabilities are measured using enacted tax rates expected to apply to taxable
income in the years in which those temporary differences are expected to be
recovered or settled. The effect on deferred tax assets and liabilities of
a
change in tax rates is recognized in the results of operations in the period
that includes the enactment date. A valuation allowance is recorded to reduce
the carrying amounts of deferred tax assets unless it is more likely than not
that such assets will be realized.
(f)
NEW ACCOUNTING PRONOUNCEMENTS
In
February 2007, The Financial Accounting Standards Board (the FASB) issued
Statement of Financial Accounting Standards No. 159 “The Fair Value Option for
Financial Assets and Financial Liabilities” (SFAS No. 159). SFAS No. 159 permits
entities to choose, at specified election dates, to measure eligible items
at
fair value (the “fair value option”). A business entity shall report unrealized
gains and losses on items for which the fair value option has been elected
in
earnings at each subsequent reporting date. The objective is to improve
financial reporting by providing entities with the opportunity to mitigate
volatility in reported earnings caused by measuring related assets and
liabilities differently without having to apply complex hedge accounting
provisions. SFAS No. 159 is effective as of the beginning of an entity’s first
fiscal year that begins after November 15, 2007. Early adoption is permitted
as
of the beginning of a fiscal year that begins on or before November 15, 2007,
provided the entity also elects to apply the provisions of SFAS No. 157, “Fair
Value Measurements” (SFAS No. 157). Management believes this Statement will not
have a material impact on the Company’s financial statements once
adopted.
In
September 2006, the SEC issued Staff Accounting Bulletin No. 108, Considering
the Effects of Prior Year Misstatements when quantifying Misstatements in
Current Year Financial Statements ("SAB 108"). SAB 108 requires companies to
evaluate the materiality of identified unadjusted errors on each financial
statement and related financial statement disclosure using both the rollover
approach and the iron curtain approach, as those terms are defined in SAB 108.
The rollover approach quantifies misstatements based on the amount of the error
in the current year financial statement, whereas the iron curtain approach
quantifies misstatements based on the effects of correcting the misstatement
existing in the balance sheet at the end of the current year, irrespective
of
the misstatement's year(s) of origin. Financial statements would require
adjustment when either approach results in quantifying a misstatement that
is
material. Correcting prior year financial statements for immaterial errors
would
not require previously filed reports to be amended. If a Company determines
that
an adjustment to prior year financial statements is required upon adoption
of
SAB 108 and does not elect to restate its previous financial statements, then
it
must recognize the cumulative effect of applying SAB 108 in fiscal 2006
beginning balances of the affected assets and liabilities with a corresponding
adjustment to the fiscal 2006 opening balance in retained earnings. SAB 108
is
effective for interim periods of the first fiscal year ending after November
15,
2006. The adoption of SAB 108 did not have an impact on the Company's
consolidated financial statements.
R&R
Acquisition VI, Inc.
(A
Development Stage Company)
NOTES
TO
FINANCIAL STATEMENTS
JUNE
30,
2007 AND 2006
NOTE
2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(Continued):
In
September 2006, the FASB issued SFAS No. 157. SFAS 157 defines fair value,
establishes a framework for measuring fair value in generally accepted
accounting principles, and expands disclosures about fair value measurements.
This Statement applies under other accounting pronouncements that require or
permit fair value measurements, the Board having previously concluded in those
accounting pronouncements that fair value is a relevant measurement attribute.
Accordingly, this Statement does not require any new fair value measurements.
However, for some entities, the application of this Statement will change
current practices. This Statement is effective for financial statements for
fiscal years beginning after November 15, 2007. Early adoption is permitted
provided that the reporting entity has not yet issued financial statements
for
that fiscal year. Management believes this Statement will not have a material
impact on the Company's financial statements once adopted.
Management
does not believe that any other recently issued, but not yet effective,
accounting standards, if currently adopted, could have a material effect on
the
accompanying financial statements.
(g)
Earnings Per Share
Basic
and
diluted net earnings per share are computed by dividing net income by the
weighted-average number of shares of common stock outstanding during the period.
NOTE
3 - Common Stock
On
June
8, 2006, the Company sold 2,500,000 shares of its common stock to three
accredited related party investors pursuant to a Private Placement Offering
at
par value for a total of $250.
On
that
date, a stockholder also contributed an additional $40,000 to the Company.
During the fiscal year ended June 30, 2007, the same stockholder contributed
an
additional $12,500.
NOTE
4 - Preferred Stock
The
Company is authorized to issue 10,000,000 shares of preferred stock with such
designations, voting and other rights and preferences as may be determined
from
time to time by the Board of Directors.
R&R
Acquisition VI, Inc.
(A
Development Stage Company)
NOTES
TO
FINANCIAL STATEMENTS
JUNE
30,
2007 AND 2006
NOTE
5 - Income Taxes
|
|
June
30,
|
|
|
|
|
|
2006
|
|
Deferred
tax assets and liabilities consist of
the following:
|
|
|
|
|
|
Deferred
tax assets:
|
|
|
|
|
|
Net
operating loss carry forwards
|
|
$
|
19,000
|
|
$
|
7,000
|
|
Less
valuation allowance
|
|
$
|
(19,000
|
)
|
$
|
(7,000
|
)
|
|
|
$ |
— |
|
$
|
—
|
|
The
provision for income taxes differs from the amount computed by applying the
US
statutory tax rate as follows:
|
|
June
30,
|
|
|
|
2007
|
|
2006
|
|
Provision
for expected federal statutory rate
|
|
|
(35
|
)%
|
|
(35
|
)%
|
Loss
for which no benefit is available or a valuation allowance has
been
recorded
|
|
|
35
|
%
|
|
35
|
%
|
|
|
|
—
|
% |
|
—
|
%
|
At
June
30, 2007, the Company had approximately $48,200 of net operating loss carry
forwards ("NOL's") available which expires in years beginning in 2027. The
deferred tax asset and related valuation increased by $12,000 during 2007.
NOTE
6 - Commitments, Contingencies and Related Party Activity
Litigation
The
Company may be involved in litigation through the normal course of its business
purpose. The Company believes that the resolution of these unforeseen matters
will not have a material adverse effect on the financial position of the
Company.
Office
Space
The
Company utilizes the office space and equipment of one of its officers at no
cost on a month to month basis. Management estimates such amounts to be
immaterial.
Item
8. Changes in and Disagreements with Accountants on Accounting and Financial
Disclosure.
None.
Item
8A. Controls and Procedures.
Evaluation
of disclosure controls and procedures.
We
maintain disclosure controls and procedures that are designed to ensure that
information required to be disclosed in our reports filed pursuant to the
Exchange Act is recorded, processed, summarized and reported within the time
periods specified in the SEC’s rules, regulations and related forms, and that
such information is accumulated and communicated to our principal executive
officer and principal financial officer, as appropriate, to allow timely
decisions regarding required disclosure.
As
of
June 30, 2007, we carried out an evaluation, under the supervision and with
the
participation of our management, including our President and Chief Financial
Officer, of the effectiveness of the design and operation of our disclosure
controls and procedures. Based on this evaluation, our President and Chief
Financial Officer concluded that our disclosure controls and procedures were
effective as of the end of the period covered by this report.
Changes
in internal controls.
There
have been no changes in our internal controls over financial reporting during
the period covered by this report that has materially affected or is reasonably
likely to materially affect our internal controls.
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 directors and executive
officers for the fiscal year ended June 30, 2007:
Name
|
|
Age
|
|
Position
|
|
Term
|
Arnold
P. Kling
|
|
49
|
|
President
and Director
|
|
June
8, 2006 thru Present
|
Kirk
M. Warshaw
|
|
49
|
|
Secretary
and Chief Financial Officer
|
|
June
8, 2006 thru Present
|
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.
Arnold
P. Kling, President and Director.
Mr.
Kling has served as President and Director of the Company since June 8, 2006.
Mr. Kling is currently a Managing Director of GH Venture Partners, LLC, a
private equity and merchant banking boutique for which he also served as a
Managing Director and General Counsel from 1995 to 1999. From 1999 through
August 2005, Mr. Kling was the President of Adelphia Holdings, LLC, a
merchant-banking firm, as well as the managing member of several private
investment funds. From 1993 to 1995 he was a senior executive and General
Counsel of Buckeye Communications, Inc., a Nasdaq listed licensing and
multimedia company. From 1990 through 1993, Mr. Kling was an associate and
partner in the corporate and financial services department of Tannenbaum,
Helpern, Syracuse & Hirschtritt LLP, a mid-size New York law firm. Mr. Kling
received a Bachelor of Science degree from New York University in International
Business in 1980 and a Juris Doctor degree from Benjamin Cardozo School of
Law
in 1983. Mr. Kling also serves as a Director and President of Twin Lakes
Delaware, Inc., R&R Acquisition III, Inc., R&R Acquisition V, Inc.,
R&R Acquisition VII, Inc., R&R Acquisition VIII, Inc., R&R
Acquisition IX, Inc., R&R Acquisition X, Inc., Rodman International
Enterprise I, Ltd., Rodman International Enterprise II, Ltd. and Rodman
International Enterprise III, Ltd., all of which are blank check, non-trading,
publicly-reporting shell companies, 24Holdings, Inc. (OTCBB:TWFH), and Newtown
Lane Marketing, Incorporated (OTCBB:NWLM).
Kirk
M. Warshaw, Secretary and Chief Financial Officer.
Mr.
Warshaw has served as Secretary and Chief Financial Officer of the Company
since
June 8, 2006. Mr. Warshaw is a financial professional who, since 1990, has
provided clients in a multitude of different industries with advice on
accounting, corporate finance, and general business matters. Prior to starting
his own consulting firm, from 1983 to 1990, he held the various titles of
Controller, Chief Financial Officer, President, and Chief Executive Officer
at
three separate financial institutions in New Jersey. From 1980 through 1983,
Mr.
Warshaw was a Senior Accountant at the public accounting firm of Deloitte,
Haskins & Sells. Mr. Warshaw is a 1980 graduate of Lehigh University and has
been a CPA in New Jersey since 1982. Mr. Warshaw is currently the Chief
Financial Officer and Director of 24Holdings, Inc. (OTCBB:TWFH), a Director
of
Empire Financial Holding Company (AMEX:EFH), Chief Financial Officer and
Secretary of Newtown Lane Marketing, Incorporated (OTCBB:NWLM), Chief Financial
Officer of Twin Lakes Delaware, Inc. (a publicly reporting, non-trading
company), and Chief Financial Officer and Secretary of R&R Acquisition III,
Inc., R&R Acquisition V, Inc., R&R Acquisition VII, Inc., R&R
Acquisition VIII, Inc., R&R Acquisition IX, Inc., R&R Acquisition X,
Inc., Rodman International Enterprise I, Ltd., Rodman International Enterprise
II, Ltd. and Rodman International Enterprise III, Ltd., all of which are blank
check, non-trading, publicly-reporting shell companies, and a Director of two
privately owned entities.
(b)
Significant Employees.
As
of the
date hereof, the Company has no significant employees.
(c)
Family Relationships.
None.
(d)
Involvement in Certain Legal Proceedings.
There
have been no events under any bankruptcy act, no criminal proceedings and no
judgments, injunctions, orders or decrees material to the evaluation of the
ability and integrity of any director, executive officer, promoter or control
person of Registrant during the past five years.
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 June 30, 2007 and written representations that no other
reports were required, the Company believes that the following persons who,
at
any time during such fiscal year, was a director, officer or beneficial owner
of
more than 10% of the Common Stock failed to comply with all Section 16(a)
filing requirements during such fiscal years:
Name
|
|
Number
of Late Reports
|
|
Number
of Transactions Not Reported on a Timely Basis
|
|
Kirk
M. Warshaw
|
|
|
1
|
|
|
1
|
|
Code
of Ethics
We
have
not adopted a Code of Business Conduct and Ethics that applies to our principal
executive officer, principal financial officer, principal accounting officer
or
controller, or persons performing similar functions because of the small number
of persons involved in the management of the Company.
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 year ended June
30,
2007.
Name
and Position
|
|
Year
|
|
Total
Compensation
|
Arnold
P. Kling, President and Director
|
|
2007
|
|
None
|
Director
Compensation
We
do not
currently pay any cash fees to our directors, nor do we pay directors’ expenses
in attending board meetings.
Employment
Agreements
The
Company is not a party to any employment agreements.
Item
11. Security Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters.
The
following tables set forth certain information as of August 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.
Name
and Address
|
|
Amount
and Nature of Beneficial
Ownership
|
|
Percentage
of
Class
|
|
Arnold
P. Kling (1)
712
Fifth Avenue, 11th
Floor
New
York, NY 10019
|
|
|
400,000
|
|
|
16
|
%
|
|
|
|
|
|
|
|
|
R&R
Investments VI, LLC
1270
Avenue of the Americas, 16th
Floor
New
York, NY 10020
|
|
|
2,000,000
|
|
|
80
|
%
|
|
|
|
|
|
|
|
|
Kirk
M. Warshaw (2)
47
School Avenue
Chatham,
NJ 07928
|
|
|
100,000
|
|
|
4
|
%
|
|
|
|
|
|
|
|
|
All
Directors and Officers as a Group
(2
individuals)
|
|
|
500,000
|
|
|
20
|
%
|
(1) |
Mr.
Kling is President and sole director of the
Company.
|
(2) |
Mr.
Warshaw is Secretary and Chief Financial Officer of the Company.
|
Item
12. Certain Relationships and Related Transactions.
The
Company utilizes the office space and equipment of its Chief Financial Officer
at no cost. Management estimates such costs to be immaterial.
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, as filed with the Delaware Secretary of State
on June 2,
2006.
|
|
|
|
*3.2
|
|
By-laws.
|
|
|
|
31.1
|
|
Certification
of the Company’s Principal Executive Officer pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002, with respect to the registrant’s Annual
Report on Form 10-KSB for the year ended June 30, 2007.
|
|
|
|
31.2
|
|
Certification
of the Company’s Principal Financial Officer pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002, with respect to the registrant’s Annual
Report on Form 10-KSB for the year ended June 30, 2007.
|
|
|
|
32.1
|
|
Certification
of the Company’s Principal Executive Officer pursuant to 18 U.S.C. Section
1350, as adopted pursuant to Section 906 of the Sarbanes Oxley
Act of
2002.
|
|
|
|
32.2
|
|
Certification
of the Company’s Principal Financial Officer pursuant to 18 U.S.C. Section
1350, as adopted pursuant to Section 906 of the Sarbanes Oxley
Act of
2002.
|
*
|
Filed
as an exhibit to the Company’s Registration Statement on Form 10-SB, as
filed with the Securities and Exchange Commission on July 10, 2006,
and
incorporated herein by this
reference.
|
Item
14. Principal Accountant Fees and Services
Sherb
& Co., LLP (“Sherb & Co.”) is the Company’s independent registered
public accounting firm.
Audit
Fees
The
aggregate fees billed by Sherb & Co. 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 $11,000 for
the fiscal year ended June 30, 2007 and $2,000 for the period from June 2,
2006
(Date of Inception) to June 30, 2006.
Audit-Related
Fees
There
were no fees billed by Sherb & Co. 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 year ended June 30, 2007 and for the period from June 2, 2006
(Date of Inception) to June 30, 2006.
Tax
Fees
The
aggregate fees billed by Sherb & Co. for professional services for tax
compliance, tax advice, and tax planning were $1,000 for the fiscal year ended
June 30, 2007 and $1,000 for the period from June 2, 2006 (Date of Inception)
to
June 30, 2006. These fees were incurred for the preparation of the Company’s tax
returns.
All
Other Fees
There
aggregate fees billed by Sherb & Co. for other products and services were
$2,000 for the fiscal year ended June 30, 2007. These fees were incurred for
the
review of the Company’s Registration Statement on Form 10-SB. There were no fees
billed for the period from June 2, 2006 (Date of Inception) to June 30,
2006.
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.
|
|
|
|
R&R ACQUISITION VI,
INC. |
|
|
|
Dated: August 16, 2007 |
By: |
/s/ Arnold P. Kling |
|
Name:
Arnold P. Kling |
|
Title: President and
Director |
In
accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934,
this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
|
|
Title
|
|
|
|
|
|
|
|
/s/
Kirk M. Warshaw
|
|
Secretary
and
|
|
August
16, 2007
|
Kirk
M. Warshaw
|
|
Chief
Financial Officer
|
|
|