UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934 for the quarterly period ended: September 30, 2008
[_] 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 (IRS Employer
incorporation or organization) Identification No.)
47 School Avenue
Chatham, NJ 07928
(Address of principal executive offices)
973-635-4047
(Issuer's telephone number)
(Former name, former address and former fiscal year,
if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 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 [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of "large accelerated filer," "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act. (Check one):
Large Accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [ ] Smaller reporting company [X]
Indicate by check mark whether the issuer is a shell company (as defined in Rule
12b-2 of the Exchange Act).
Yes [X] No [ ]
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date: There were a total of 2,500,000
shares of the issuer's common stock, par value $.0001 per share, outstanding as
of November 3, 2008.
R&R ACQUISITION VI, INC.
(A DEVELOPMENT STAGE COMPANY)
Quarterly Report on Form 10-Q
For the Period Ended September 30, 2008
TABLE OF CONTENTS
PART I. FINANCIAL INFORMATION
PAGE
----
ITEM 1. Unaudited Financial Statements
Condensed Balance Sheets at September 30, 2008 (Unaudited)
and June 30, 2008 2
Condensed Statements of Operations for the Three Months Ended September
30, 2008 and September 30, 2007 and for the period from
June 2, 2006 (Date of Inception) to September 30, 2008 (Unaudited) 3
Condensed Statement of Changes in Stockholders' Equity (Deficit) for
the period from June 2, 2006 (Date of Inception) to September 30,
2008 (Unaudited) 4
Condensed Statements of Cash Flows for the Three Months Ended September
30, 2008 and September 30, 2007 and for the period from
June 2, 2006 (Date of Inception) to September 30, 2008 (Unaudited) 5
Notes to Condensed Financial Statements 6
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATION 8
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 9
ITEM 4T. CONTROLS AND PROCEDURES 9
PART II OTHER INFORMATION
ITEM 6. EXHIBITS 10
SIGNATURES 11
FORWARD-LOOKING STATEMENTS
Certain statements made in this Quarterly Report on Form 10-Q are
"forward-looking statements" regarding the plans and objectives of management
for future operations and market trends and expectations. Such statements
involve known and unknown risks, uncertainties and other factors that may cause
our actual results, performance or achievements 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. Our
plans and objectives are based, in part, on assumptions involving the continued
expansion of our 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 our control.
Although we believe that our assumptions underlying the forward-looking
statements are reasonable, any of the assumptions could prove inaccurate and,
therefore, there can be no assurance that 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 us
or any other person that our objectives and plans will be achieved. We undertake
no obligation to revise or update publicly any forward-looking statements for
any reason. The terms "we", "our", "us", or any derivative thereof, as used
herein refer to R&R Acquisition VI, Inc.
1
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS:
R&R ACQUISITION VI, INC.
(A DEVELOPMENT STAGE COMPANY)
CONDENSED BALANCE SHEETS
SEPTEMBER 30,
2008 JUNE 30,
(UNAUDITED) 2008
----------- ----
ASSETS
Current Assets
Cash and cash equivalents ........................................ $ 12,745 $ 2,647
-------- --------
(TOTAL ASSETS) ............................................ $ 12,745 $ 2,647
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current Liabilities
Accrued expenses ................................................. $ 8,358 $ 15,958
-------- --------
TOTAL CURRENT LIABILITIES 8,358 15,958
-------- --------
STOCKHOLDERS' EQUITY (DEFICIT)
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 .............. 250 250
Additional paid-in capital ....................................... 80,500 59,500
Deficit accumulated during the development stage ................. (76,363) (73,061)
-------- --------
TOTAL STOCKHOLDERS' EQUITY (DEFICIT) .......................... 4,387 (13,311)
-------- --------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) .................. $ 12,745 $ 2,647
======== ========
The accompanying notes are an integral part of these unaudited financial statements.
2
R&R ACQUISITION VI, INC.
(A DEVELOPMENT STAGE COMPANY)
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
For the period from
Three Months Ended June 2, 2006
September 30, (Date of Inception)
2008 2007 to September 30, 2008
---- ---- ---------------------
Expenses
Professional fees ........................ $ 3,000 $ 4,250 $ 65,750
Formation and other costs ................ 306 1,049 10,707
----------- ----------- -----------
Total operating expenses ................. 3,306 5,299 76,457
Interest Income .......................... 4 16 94
----------- ----------- -----------
Net Loss .............................. $ (3,302) $ (5,283) $ (76,363)
=========== =========== ===========
Weighted average number of common shares
outstanding - basic and diluted ............... 2,500,000 2,500,000
=========== ===========
Net loss per share - basic and diluted ... $ (0.00) $ (0.00)
=========== ===========
The accompanying notes are an integral part of these unaudited financial statements.
3
R&R ACQUISITION VI, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CHANGES IN
STOCKHOLDERS' EQUITY (DEFICIT) FOR THE PERIOD
FROM JUNE 2, 2006 (DATE OF INCEPTION) TO SEPTEMBER 30, 2008
(UNAUDITED)
Preferred Stock- Par Deficit
value Common Stock- Par value Accumulated
of $.0001 per share of $.0001 per share Additional During the Total
------------------- --------------------------- Paid-in Development Stockholders'
Shares Amount Shares Amount Capital Stage Deficit
------ ------ ------ ------ ------- ----- -------
Common shares issued (inception)
(June 2, 2006 $0.0001 per share) -- $ -- 2,500,000 $ 250 $ -- $ -- $ (250)
Contributed capital, June 8, 2006 -- -- -- -- 40,000 -- 40,000
Net loss -- -- -- -- -- (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 -- -- -- -- -- (29,687) (29,687)
------ ----------- --------- ------ ------- ---------- --------
Balance at June 30, 2007 (Audited) -- -- 2,500,000 250 52,500 (48,170) 4,580
Contributed capital -- -- -- -- 7,000 -- 7,000
Net loss -- -- -- -- -- (24,891) (24,891)
------ ----------- --------- ------ ------- ---------- --------
Balance at June 30, 2008 (Audited) -- -- 2,500,000 250 59,500 (73,061) (13,311)
Contributed capital -- -- -- -- 21,000 -- 21,000
Net loss -- -- -- -- -- (3,302) (3,302)
------ ----------- --------- ------ ------- ---------- --------
Balance at September 30, 2008
(Unaudited) -- -- 2,500,000 $ 250 $80,500 $ (76,363) $ 4,387
====== =========== ========= ====== ======= ========== ========
The accompanying notes are an integral part of these unaudited financial statements.
4
R&R ACQUISITION VI, INC.
(A DEVELOPMENT STAGE COMPANY)
CONDENSED STATEMENTS OF CASH FLOWS
(UNAUDITED)
For the period
from
June 2, 2006
Three Months Ended (Date of
September 30, Inception)
to September 30,
2008 2007 2008
---- ---- ----
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $ (3,302) $ (5,283) $(76,363)
Changes in operating assets and liabilities
Increase (decrease) in accrued expenses (7,600) (1,564) 8,358
-------- -------- --------
NET CASH USED IN OPERATING ACTIVITIES (10,902) (6,847) (68,005)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds received from subscribers of
common stock -- -- 250
Contributed capital 21,000 -- 80,500
-------- -------- --------
NET CASH PROVIDED BY FINANCING ACTIVITIES 21,000 -- 80,750
-------- -------- --------
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS 10,098 (6,847) 12,745
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 2,647 14,652 --
-------- -------- --------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 12,745 $ 7,805 $ 12,745
======== ======== ========
SUPPLEMENTAL DISCLOSURE OF CASH FLOWS INFORMATION
Interest paid $ -- $ -- $ --
======== ======== ========
Income taxes $ -- $ -- $ --
======== ======== ========
The accompanying notes are an integral part of these unaudited financial statements.
5
R&R ACQUISITION VI, INC.
(A Development Stage Company)
NOTES TO CONDENSED FINANCIAL STATEMENTS
September 30, 2008
(unaudited)
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 2, 2006, the
Company sold 2,500,000 shares of common stock for $250. As of September 30,
2008, 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, as amended. 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. The Company's principal business objective
for the next 12 months and beyond such time will be to achieve long-term growth
potential through a combination with an operating business. The Company will not
restrict its potential candidate target companies to any specific business,
industry or geographical location and, thus, may acquire any type of business.
The analysis of new business opportunities will be undertaken by or under the
supervision of the officers and directors of the Company.
NOTE 2 - BASIS OF PRESENTATION
The condensed consolidated financial statements have been prepared by the
Company, without audit, pursuant to the rules and regulations of the Securities
and Exchange Commission. Certain information and footnote disclosures normally
included in financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted pursuant to such rules and
regulations. In the opinion of management, the accompanying condensed financial
statements include all adjustments (consisting of normal, recurring adjustments)
necessary to make the Company's financial position, results of operations and
cash flows not misleading as of September 30, 2008. The results of operations
for the three months ended September 30, 2008 and 2007, and for the period June
2, 2006 (Date of Inception) to September 30, 2008, are not necessarily
indicative of the results of operations for the full year or any other interim
period. These financial statements should be read in conjunction with the
audited financial statements and notes thereto included in the Company's Annual
Report on Form 10-KSB for the year ended June 30, 2008.
NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Use of Estimates - The preparation of financial statements in conformity with
accounting principles generally accepted in the United States of America
requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and reported amounts of
revenue and expenses during the reporting period. Actual results could differ
from those estimates.
Fair Value of Financial Instruments - Pursuant to SFAS No. 107, "Disclosures
About Fair Value of Financial Instruments," we are required to estimate the fair
value of all financial instruments included on our balance sheet as of September
30, 2008. We consider the carrying value of accrued expenses in the financial
statements to approximate their face value.
Statements of Cash Flows - For purposes of the statements of cash flows we
consider all highly liquid investments purchased with a remaining maturity of
three months or less to be cash equivalents.
6
R&R ACQUISITION VI, INC.
(A Development Stage Company)
NOTES TO CONDENSED FINANCIAL STATEMENTS
September 30, 2008
(unaudited)
NOTE 4 - INCOME TAXES
Income taxes are accounted for in accordance with SFAS No. 109, Accounting for
Income Taxes. SFAS No. 109 requires the recognition of deferred tax assets and
liabilities to reflect the future tax consequences of events that have been
recognized in the Company's financial statements or tax returns. Measurement of
the deferred items is based on enacted tax laws. In the event the future
consequences of differences between financial reporting bases and tax bases of
the Company's assets and liabilities result in a deferred tax asset, SFAS No.
109 requires an evaluation of the probability of being able to realize the
future benefits indicated by such assets. A valuation allowance related to a
deferred tax asset is recorded when it is more likely than not that some or the
entire deferred tax asset will not be realized. The deferred tax asset on the
net operating loss carry forward has been offset by a full valuation allowance.
NOTE 5 - NEW ACCOUNTING PRONOUNCEMENTS
Management does not believe that any new accounting pronouncements not yet
effective, will have a material impact on the Company's financial statements
once adopted.
7
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
Throughout this Quarterly Report on Form 10-Q, the terms "we," "us," "our" and
"our company" refers to R&R Acquisition VI, Inc.
INTRODUCTORY COMMENT - FORWARD-LOOKING STATEMENTS
Statements contained in this report include "forward-looking statements" within
the meaning of such term in Section 27A of the Securities Act of 1933, as
amended (the "Securities Act") and Section 21E of the Securities Exchange Act of
1934, as amended (the "Exchange Act"). Forward-looking statements involve known
and unknown risks, uncertainties and other factors, which could cause actual
financial or operating results, performances or achievements expressed or
implied by such forward-looking statements not to occur or be realized. Such
forward-looking statements generally are based on our best estimates of future
results, performances or achievements, predicated upon current conditions and
the most recent results of the companies involved and their respective
industries. Forward-looking statements may be identified by the use of
forward-looking terminology such as "may," "can," "will," "could," "should,"
"project," "expect," "plan," "predict," "believe," "estimate," "aim,"
"anticipate," "intend," "continue," "potential," "opportunity" or similar terms,
variations of those terms or the negative of those terms or other variations of
those terms or comparable words or expressions.
Readers are urged to carefully review and consider the various disclosures made
by us in this Quarterly Report on Form 10-Q and our Form 10-KSB for the fiscal
year ended June 30, 2008, and our other filings with the U.S. Securities and
Exchange Commission (the "SEC"). These reports and filings attempt to advise
interested parties of the risks and factors that may affect our business,
financial condition and results of operations and prospects. The forward-looking
statements made in this Form 10-Q speak only as of the date hereof and we
disclaim any obligation to provide updates, revisions or amendments to any
forward-looking statements to reflect changes in our expectations or future
events.
PLAN OF OPERATION
Since our inception 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 with any prospective business
combination candidates 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 additional financing is obtained, we will not have
sufficient proceeds remaining after an initial business combination to undertake
additional business combinations.
A common reason for a target company to enter into a merger with a blank check
company is the desire to establish a public trading market for its shares. Such
a company would hope to avoid the perceived adverse consequences of undertaking
a public offering itself, such as the time delays and significant expenses
incurred to comply with the various Federal and state securities law that
regulate initial public offerings.
As a result of our limited resources, we expect to have sufficient proceeds 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.
8
Our officers are only required to devote a small 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 OPERATING EXPENSES FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2008
COMPARED TO THE THREE MONTHS ENDED SEPTEMBER 30, 2007
We currently do not have any business operations and have no revenue since
inception. Total expenses for the three months ended September 30, 2008 and 2007
were $3,306 and $5,299, respectively. These expenses primarily constituted
professional and filing fees.
CONTINUING OPERATING EXPENSES FOR THE PERIOD FROM JUNE 2, 2006 (DATE OF
INCEPTION) TO SEPTEMBER 30, 2008
We currently do not have any business operations and have no revenue since
inception. Total expenses for the period from June 2, 2006 (our inception date)
to September 30, 2008 were $76,457. These expenses primarily constituted
professional and filing fees.
LIQUIDITY AND CAPITAL RESOURCES
We do not have any revenues from any operations absent a merger or other
combination with an operating company and no assurance can be given that such a
merger or other combination will occur or that we can engage in any public or
private sales of our equity or debt securities to raise working capital. We are
dependent upon future loans from our present stockholders or management and
there can be no assurances that our present stockholders or management will make
any loans to us or on acceptable terms. At September 30, 2008, we had cash of
$12,745 and working capital position of $4,387.
Our 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 we engage in any merger or other
combination with an operating company, we will have additional material
commitments. Although from time to time, we may be engaged in discussions with
operating companies regarding a merger or other combination, no assurances can
be made that we will engage in any business merger or other business 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 September 30, 2008.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
A smaller reporting company is not required to provide the information required
by this Item.
ITEM 4T. CONTROLS AND PROCEDURES.
(a) EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES
Our management, with the participation of our president and chief financial
officer, carried out an evaluation of the effectiveness of our "disclosure
controls and procedures" (as defined in the Exchange Act) Rules 13a-15(e) and
15-d-
9
15(e)) as of the end of the period covered by this report (the "Evaluation
Date"). Based upon that evaluation, the president and chief financial officer
concluded that, as of the Evaluation Date, our disclosure controls and
procedures are effective to ensure that information required to be disclosed by
us in the reports that we file or submit under the Exchange Act (i) is recorded,
processed, summarized and reported, within the time periods specified in the
SEC's rules and forms and (ii) is accumulated and communicated to our
management, including our president and chief financial officer, as appropriate
to allow timely decisions regarding required disclosure.
(b) CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING
There were no changes in our internal controls over financial reporting that
occurred during the period covered by this report that has materially affected,
or is reasonably likely to materially affect, our internal control over
financial reporting.
PART II - OTHER INFORMATION
---------------------------
ITEM 6. EXHIBITS.
EXHIBIT DESCRIPTION
------- -----------
31.1 Certification of the Company's Principal Executive Officer
pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2 Certification of the Company's Principal Financial Officer
pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
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.
10
SIGNATURES
In accordance with the requirements of the Securities Exchange Act
of 1934, the registrant caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
R&R ACQUISITION VI, INC.
Dated: November 4, 2008 /s/ Arnold P. Kling
--------------------------------------------
Arnold P. Kling, President
(Principal Executive Officer)
Dated: November 4, 2008 /s/ Kirk M. Warshaw
--------------------------------------------
Kirk M. Warshaw, Chief Financial Officer
(Principal Financial and Accounting Officer)
11