Delaware
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56-2590442
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(State
or other jurisdiction
of
|
(I.R.S.
Employer
|
incorporation
or
organization)
|
Identification
No.)
|
|
|
c/o
Kirk M. Warshaw
|
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47
School Avenue
|
|
Chatham,
New Jersey
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07928
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(Address
of principal executive offices)
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(zip
code)
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Issuer’s
telephone number, including area code:
(973)
635-4047
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Page
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||||
ITEM 1. FINANCIAL STATEMENTS | ||||
Condensed
Balance Sheet as of March 31, 2007 (unaudited)
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2
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|||
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||||
Condensed
Statements of Operations for the Three and Nine Months
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3
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|||
Ended
March 31, 2007 and the period from June 2, 2006
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||||
(Date
of Inception) to March 31, 2007 (unaudited)
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||||
Condensed
Statement of Changes in Stockholders’ Equity for the
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4
|
|||
period
from June 2, 2006 (Date of Inception) to March 31, 2007
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||||
Condensed
Statements of Cash Flows for the Nine Months Ended
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5
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|||
March
31, 2007 and the period from June 2, 2006
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||||
(Date
of Inception) to March 31, 2007 (unaudited)
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||||
NOTES
TO CONDENSED FINANCIAL STATEMENTS
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6 | |||
ITEM
2. MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN
OF OPERATION
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9
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|||
ITEM
3. CONTROLS AND PROCEDURES
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10
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|||
PART
II - OTHER INFORMATION
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||||
ITEM
1. LEGAL PROCEEDINGS
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11
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|||
ITEM
2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE
OF PROCEEDS
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11
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|||
ITEM
3. DEFAULTS UPON SENIOR SECURITIES
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11
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|||
ITEM
4. SUBMISSION OF MATTER TO A VOTE OF SECURITY HOLDERS
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11
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|||
ITEM
5. OTHER INFORMATION
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11
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|||
ITEM
6. EXHIBITS
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11
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|||
SIGNATURES
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12
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R&R
Acquisition VI, Inc.
|
||||
(A
Development Stage Company)
|
||||
CONDENSED
BALANCE SHEET
|
||||
March
31, 2007
|
||||
(unaudited)
|
||||
ASSETS
|
||||
Current
Assets
|
||||
Cash
and cash equivalents (TOTAL ASSETS)
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$
|
16,663
|
||
LIABILITIES
AND STOCKHOLDERS' EQUITY
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||||
Current
Liabilities
|
||||
Accrued
expenses
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$
|
3,572
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||
TOTAL
CURRENT LIABILITIES
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3,572
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|||
Commitments
and Contingencies
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–
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|||
STOCKHOLDERS'
EQUITY
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||||
Preferred
stock, $.0001 par value; 10,000,000
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||||
shares
authorized, none issued and outstanding
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–
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|||
Common
stock, $.0001 par value; 75,000,000
|
||||
shares
authorized, 2,500,000 issued and outstanding
|
250
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|||
Additional
paid-in capital
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52,500
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|||
Deficit
accumulated during the development period
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(39,659
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)
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||
TOTAL
STOCKHOLDERS' EQUITY
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13,091
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|||
TOTAL
LIABILITIES AND STOCKHOLDERS' EQUITY
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$
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16,663
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The
accompanying notes are an integral part of these unaudited condensed
financial statements.
|
R&R
Acquisition VI, Inc.
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||||||||||
(A
Development Stage Company)
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||||||||||
CONDENSED
STATEMENTS OF OPERATIONS
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||||||||||
(unaudited)
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||||||||||
For
the period from
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||||||||||
Three
Months Ended
|
Nine
Months Ended
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June
2, 2006
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||||||||
March
31,
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March
31,
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(Date
of Inception)
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||||||||
2007
|
2007
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to
March 31, 2007
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||||||||
Expenses
|
||||||||||
Professional
fees
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$
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2,000
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$
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16,500
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$
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35,000
|
||||
Printing
and filing fees
|
86
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4,706
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4,706
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|||||||
Interest
Income
|
(10
|
)
|
(30
|
)
|
(47
|
)
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||||
Net
Loss
|
$
|
(2,076
|
)
|
$
|
(21,176
|
)
|
$
|
(39,659
|
)
|
|
Weighted
average number of common shares
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2,500,000
|
2,500,000
|
||||||||
Net
loss per share:
|
||||||||||
basic
and diluted common share
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$
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(0.00
|
)
|
$
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(0.01
|
)
|
R&R
Acquisition VI, Inc.
|
||||||||||||||||
(A
Development Stage Company)
|
||||||||||||||||
CONDENSED
STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
(unaudited)
|
||||||||||||||||
Deficit
|
||||||||||||||||
Accumulated
|
||||||||||||||||
Additional
|
During
the
|
Total
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||||||||||||||
Common
Stock
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Paid-in
|
Development
|
Stockholders'
|
|||||||||||||
Shares
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Amount
|
Capital
|
Stage
|
Equity
|
||||||||||||
Balance
at June 2, 2006 (inception)
|
-
|
$
|
-
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$
|
-
|
$
|
-
|
$
|
-
|
|||||||
Common
shares issued
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2,500,000
|
250
|
-
|
-
|
250
|
|||||||||||
Contributed
Capital
|
-
|
-
|
40,000
|
-
|
40,000
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|||||||||||
Net
loss
|
-
|
-
|
-
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(18,483
|
)
|
(18,483
|
)
|
|||||||||
Balance
at June 30, 2006 (audited)
|
2,500,000
|
250
|
40,000
|
(18,483
|
)
|
21,767
|
||||||||||
Contributed
Capital
|
-
|
-
|
12,500
|
-
|
12,500
|
|||||||||||
Net
loss
|
-
|
-
|
-
|
(7,046
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)
|
(7,046
|
)
|
|||||||||
Balance
at March 31, 2007
|
2,500,000
|
$
|
250
|
$
|
52,500
|
$
|
(39,659
|
)
|
$
|
13,091
|
R&R
Acquisition VI, Inc.
|
|||||||
(A
Development Stage Company)
|
|||||||
CONDENSED
STATEMENTS OF CASH FLOWS
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|||||||
(unaudited)
|
|||||||
For
the period from
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|||||||
Nine
Months Ended
|
June
2, 2006
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||||||
March
31,
|
(Date
of Inception)
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||||||
2007
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to
March 31, 2007
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||||||
CASH
FLOWS FROM OPERATING ACTIVITIES
|
|||||||
Net
loss
|
$
|
(21,176
|
)
|
$
|
(39,659
|
)
|
|
Changes
in operating assets and liabilities
|
|||||||
Increase
(decrease) in accrued expenses
|
(428
|
)
|
3,572
|
||||
NET
CASH USED IN OPERATING ACTIVITIES
|
(21,604
|
)
|
(36,087
|
)
|
|||
CASH
FLOWS FROM FINANCING ACTIVITIES
|
|||||||
Proceeds
from sale of common stock
|
-
|
250
|
|||||
Contributed
capital
|
12,500
|
52,500
|
|||||
NET
CASH PROVIDED BY FINANCING ACTIVITIES
|
12,500
|
52,750
|
|||||
NET
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
|
(9,104
|
)
|
16,663
|
||||
CASH
AND CASH EQUIVALENTS AT BEGINNING OF PERIOD
|
25,767
|
-
|
|||||
CASH
AND CASH EQUIVALENTS AT END OF PERIOD
|
$
|
16,663
|
$
|
16,663
|
|||
SUPPLEMENTAL
DISCLOSURE OF CASH FLOWS
|
|||||||
INFORMATION
|
|||||||
Interest
paid
|
$
|
-
|
$
|
-
|
|||
Income
taxes paid
|
$
|
-
|
$
|
-
|
|
Period
From
June
2, 2006
(inception)
to March 31, 2007
|
|||
Statutory
federal tax rate
|
34
|
%
|
||
Tax
benefit computed at statutory rate
|
$
|
(13,500
|
)
|
|
State
income tax benefit, net of federal effect
|
(2,300
|
)
|
||
Change
in valuation allowance
|
15,000
|
|||
Other
temporary differences
|
800
|
|||
Total
|
$
|
-
|
Item 1. |
Legal
Proceedings. None.
|
Item 2. |
Unregistered
Sales of Equity Securities and Use of Proceeds. None.
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Item 3. |
Defaults
Upon Senior Securities. None.
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Item 4. |
Submission
of Matters to a Vote of Security Holders. None.
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Item 5. |
Other
Information. None.
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Item 6. |
Exhibits.
|
Exhibit | Description |
*3.1 |
Certificate
of Incorporation
|
*3.2 |
Amendment
to Certificate of Incorporation
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*3.3 |
By-laws
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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 Quarterly
Report on Form 10-QSB for the period ended March 31,
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 Quarterly
Report on Form 10-QSB for the period ended March 31,
2007.
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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.
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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.
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R&R ACQUISITION VI, INC. | ||
|
|
|
Dated: April 24, 2007 | By: | /s/ Arnold P. Kling |
Name: | Arnold P. Kling | |
Title: | President |
Title
|
Date
|
||||||
/s/
Kirk M. Warshaw
|
Secretary
and Chief
Financial Officer
|
April
24, 2007
|
|||||
Kirk
M. Warshaw
|
|
a)
|
designed
such disclosure controls and procedures or caused such disclosure
controls
and procedures to be designed under our supervision, to ensure that
material information relating to the registrant is made known to
us by
others within those entities, particularly during the period in which
this
quarterly report is being prepared;
|
b)
|
evaluated
the effectiveness of the small business issuer's disclosure controls
and
procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the
end of
the period covered by this report based on such evaluation;
|
c)
|
disclosed
in this report any change in registrant’s internal control over financial
reporting that occurred during the registrant’s most recent fiscal quarter
that has materially affected, or is reasonably likely to materially
affect, the registrant’s internal control over financial reporting;
and
|
a)
|
all
deficiencies and material weaknesses in the design or operation of
internal control over financial reporting which are reasonably likely
to
adversely affect the registrant's ability to record, process, summarize
and report financial information; and
|
b)
|
any
fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
control
over financial reporting.
|
Date:
April 24, 2007
|
/s/
Arnold P. Kling
Arnold
P. Kling
Principal
Executive Officer
|
a)
|
designed
such disclosure controls and procedures or caused such disclosure
controls
and procedures to be designed under our supervision, to ensure that
material information relating to the registrant is made known to
us by
others within those entities, particularly during the period in which
this
quarterly report is being prepared;
|
b)
|
evaluated
the effectiveness of the small business issuer's disclosure controls
and
procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the
end of
the period covered by this report based on such evaluation;
|
c)
|
disclosed
in this report any change in registrant’s internal control over financial
reporting that occurred during the registrant’s most recent fiscal quarter
that has materially affected, or is reasonably likely to materially
affect, the registrant’s internal control over financial reporting;
and
|
a)
|
all
deficiencies and material weaknesses in the design or operation of
internal control over financial reporting which are reasonably likely
to
adversely affect the registrant's ability to record, process, summarize
and report financial information; and
|
b)
|
any
fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
control
over financial reporting.
|
Date:
April 24, 2007
|
/s/
Kirk M. Warshaw
Kirk
M. Warshaw
Principal
Financial Officer
|
/s/
Arnold P. Kling
Arnold
P. Kling
Principal
Executive Officer
April
24, 2007
|
/s/
Kirk M. Warshaw
Kirk
M. Warshaw
Principal
Financial Officer
April
24, 2007
|