**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* *000-52122*







**R&R
      Acquisition VIII, Inc.**





(Exact
      name of registrant as specified in its charter)







Delaware
              56-2590445(State
                  or other jurisdiction of
              (I.R.S.
                  Employerincorporation
                  or organization)
              Identification
                  No.)47
                  School AvenueChatham,
                  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 VIII, 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.




2




**PART
      I**





**Item
      1. Description of Business.**





**Introduction**





R&R
      Acquisition VIII, 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.




3





**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.




4




**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.




5




**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.




6




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





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





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





We
      are a
      development stage company and have had no revenue from operations. We may not
      realize any revenue unless and until we successfully merge with or acquire
      an
      operating business.





**The
      Company intends to issue more shares in a merger or acquisition, which will
      result in substantial dilution.**





Our
      Certificate of Incorporation authorizes the issuance of a maximum of
      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.




7




**Because
      we may seek to complete a business combination through a “reverse merger”,
      following such a transaction we may not be able to attract the attention of
      major brokerage firms.**




Additional
      risks may exist since we will assist a privately held business to become public
      through a “reverse merger.” Securities analysts of major brokerage firms may not
      provide coverage of our Company since there is no incentive to brokerage firms
      to recommend the purchase of our common stock. No assurance can be given that
      brokerage firms will want to conduct any secondary offerings on behalf of our
      post-merger company in the future.




**We
      cannot assure you that following a business combination with an operating
      business, our common stock will be listed on NASDAQ or any other securities
      exchange.**




Following
      a business combination, we may seek the listing of our common stock on NASDAQ
      or
      the American Stock Exchange. However, we cannot assure you that following such
      a
      transaction, we will be able to meet the initial listing standards of either
      of
      those or any other stock exchange, or that we will be able to maintain a listing
      of our common stock on either of those or any other stock exchange. After
      completing a business combination, until our common stock is listed on the
      NASDAQ or another stock exchange, we expect that our common stock would be
      eligible to trade on the OTC Bulletin Board, another over-the-counter quotation
      system, or on the “pink sheets,” where our stockholders may find it more
      difficult to dispose of shares or obtain accurate quotations as to the market
      value of our common stock. In addition, we would be subject to an SEC rule
      that,
      if it failed to meet the criteria set forth in such rule, imposes various
      practice requirements on broker-dealers who sell securities governed by the
      rule
      to persons other than established customers and accredited investors.
      Consequently, such rule may deter broker-dealers from recommending or selling
      our common stock, which may further affect its liquidity. This would also make
      it more difficult for us to raise additional capital following a business
      combination.




**Authorization
      of preferred stock.**





Our
      Certificate of Incorporation authorizes the issuance of up to 10,000,000 shares
      of preferred stock with designations, rights and preferences determined from
      time to time by 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.




8




**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 VIII, 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.




9




**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 $29,323. 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 $48,123. These expenses include professional, printing,
      and
      filing fees.




10




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 $14,986 and working capital of
      $4,944.





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.




11




**Item
      7. Financial Statements.**




R&R
      ACQUISITION VIII, INC.


(A
      Development Stage Company)


JUNE
      30,
      2007




-
      TABLE
      OF CONTENTS -


Page(s)Financial
                  Statements:Report
                  of Independent Registered Public Accounting Firm
              
              
              F
                  - 1Balance
                  Sheet as of June 30, 2007
              
              
              F
                  - 2Statements
                  of Operations for the Year Ended June 30, 2007, for the Period
                  from
              
              
              F
                  - 3June
                  2, 2006 (Date of Inception) to June 30, 2006 and for Period
                  fromJune
                  2, 2006 (Date of Inception) to June 30, 2007Statements
                  of Changes in Stockholders’ Equity for the Period from June 2,
                  2006
              
              
              F
                  - 4(Date
                  of Inception) to June 30, 2007Statements
                  of Cash Flows for the Year Ended June 30, 2007, for the Period
                  from
              
              
              F
                  - 5June
                  2, 2006 (Date of Inception) to June 30, 2006 and for Period
                  fromJune
                  2, 2006 (Date of Inception) to June 30, 2007Notes
                  to Financial Statements
              
              
              F
                  - 6 - F - 9




12




REPORT
      OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM




Stockholders’
      and Directors


R&R
      Acquisition VIII, Inc.


(A
      Development Stage Company)


Chatham,
      New Jersey




We
      have
      audited the accompanying balance sheet of R&R Acquisition VIII, 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 VIII, 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., LLPCertified
                Public AccountantsNew
                York, New YorkAugust
                7, 2007




F-1




R&R
                ACQUISITION VIII, INC.(A
                Development Stage Company)BALANCE
                SHEETJUNE
                30, 2007




ASSETSCurrent
                AssetsCash
                and cash equivalents
            
            $
            14,986TOTAL
                ASSETS
            
            $
            14,986LIABILITIES
                AND STOCKHOLDERS' EQUITYCurrent
                LiabilitiesAccrued
                expenses
            
            $
            10,042TOTAL
                CURRENT LIABILITIES
            
            
            10,042STOCKHOLDERS'
                EquityPreferred
                stock, $.0001 par value; 10,000,000shares
                authorized, none issued and outstanding
            
            
            -Common
                stock, $.0001 par value; 75,000,000shares
                authorized, 2,500,000 issued and outstanding
            
            
            250Additional
                paid-in capital
            
            
            52,500Deficit
                accumulated during the development period
            
            
            (47,806
            )TOTAL
                STOCKHOLDERS' EQUITY
            
            
            4,944TOTAL
                LIABILITIES AND STOCKHOLDERS' EQUITY
            
            $
            14,986





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




F-2




R&R
                ACQUISITION VIII, INC.(A
                Development Stage Company)STATEMENTS
                OF OPERATIONS




For
                the period from
            
            For
                the period fromYear
                Ended
            
            June
                2, 2006
            
            June
                2, 2006June
                30,
            
            (Date
                of Inception)
            
            (Date
                of Inception)2007
            
            to
                June 30, 2006
            
            to
                June 30, 2007ExpensesProfessional
                fees
            
            $
            24,000
            
            $
            18,500
            
            $
            42,500Printing
                and filing fees
            
            
            5,623
            
            
            -
            
            
            5,623Total
                operating expenses
            
            
            29,623
            
            
            18,500
            
            
            48,123Interest
                Income
            
            
            300
            
            
            17
            
            
            317Net
                Loss
            
            $
            (29,323
            )
            $
            (18,483
            )
            $
            (47,806
            )Weighted
                average number of common shares
            
            
            2,500,000
            
            
            1,964,286Net
                loss per share:basic
                and fully diluted
            
            $
            (0.01
            )
            $
            (0.01
            )




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




F-3




R&R
                ACQUISITION VIII, INC.(A
                Development Stage Company)STATEMENTS
                OF CHANGES IN STOCKHOLDERS' EQUITYFor
                the Period from June 2, 2006 (Date of Inception) to June 30,
                2007




DeficitAccumulatedAdditional
            
            During
                the
            
            TotalCommon
                Stock
            
            Paid-in
            
            Development
            
            Stockholders'Shares
            
            Amount
            
            Capital
            
            Stage
            
            EquityBalance
                at June 2, 2006 (inception)
            
            
            -
            
            $
            -
            
            $
            -
            
            $
            -
            
            $
            -Common
                shares issued
            
            
            2,500,000
            
            
            250
            
            
            
            
            
            
            
            
            250Contributed
                capital
            
            
            -
            
            
            -
            
            
            40,000
            
            
            -
            
            
            40,000Net
                loss
            
            
            -
            
            
            -
            
            
            -
            
            
            (18,483
            )
            
            (18,483
            )Balance
                at June 30, 2006
            
            
            2,500,000
            
            
            250
            
            
            40,000
            
            
            (18,483
            )
            
            21,767Contributed
                capital
            
            
            -
            
            
            -
            
            
            12,500
            
            
            -
            
            
            12,500Net
                loss
            
            
            -
            
            
            -
            
            
            -
            
            
            (29,323
            )
            
            (29,323
            )Balance
                at June 30, 2007
            
            
            2,500,000
            
            $
            250
            
            $
            52,500
            
            $
            (47,806
            )
            $
            4,944




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




F-4




R&R
                ACQUISITION VIII, INC.(A
                Development Stage Company)STATEMENTS
                OF CASH FLOWS




For
                the period from
            
            For
                the period fromYear
                Ended
            
            June
                2, 2006
            
            June
                2, 2006June
                30,
            
            (Date
                of Inception)
            
            (Date
                of Inception)2007
            
            to
                June 30, 2006
            
            to
                June 30, 2007CASH
                FLOWS FROM OPERATING ACTIVITIESNet
                loss
            
            $
            (29,323
            )
            $
            (18,483
            )
            $
            (47,806
            )Changes
                in operating assets and liabilitiesIncrease
                in accrued expenses
            
            
            6,042
            
            
            4,000
            
            
            10,042NET
                CASH USED IN OPERATING ACTIVITIES
            
            
            (23,281
            )
            
            (14,483
            )
            
            (37,764
            )CASH
                FLOWS FROM FINANCING ACTIVITIESProceeds
                from sale of common stock
            
            
            -
            
            
            250
            
            
            250Contributed
                capital
            
            
            12,500
            
            
            40,000
            
            
            52,500NET
                CASH PROVIDED BY FINANCING ACTIVITIES
            
            
            12,500
            
            
            40,250
            
            
            52,750NET
                (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS
            
            
            (10,781
            )
            
            25,767
            
            
            14,986CASH
                AND CASH EQUIVALENTS AT BEGINNING OF PERIOD
            
            
            25,767
            
            
            -
            
            
            -CASH
                AND CASH EQUIVALENTS AT END OF PERIOD
            
            $
            14,986
            
            $
            25,767
            
            $
            14,986SUPPLEMENTAL
                DISCLOSURE OF CASH FLOWSINFORMATIONInterest
                paid
            
            $
            -
            
            $
            -
            
            $
            -Income
                taxes paid
            
            $
            -
            
            $
            -
            
            $
            -





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




F-5




R&R
      Acquisition VIII, Inc.


(A
      Development Stage Company)


NOTES
      TO
      FINANCIAL STATEMENTS


JUNE
      30,
      2007 AND 2006





**NOTE
      1 - Organization, Business and Operations**





R&R
      ACQUISITION VIII, 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.




F-6




R&R
      Acquisition VIII, 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.




F-7




R&R
      Acquisition VIII, 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.




F-8




R&R
      Acquisition VIII, Inc.


(A
      Development Stage Company)


NOTES
      TO
      FINANCIAL STATEMENTS


JUNE
      30,
      2007 AND 2006





**NOTE
      5 - Income Taxes**




June
                  30,2007
              
              2006Deferred
                  tax assets and liabilities consist of
                  the following:Deferred
                  tax assets:Net
                  operating loss carry forwards
              
              $
              19,000
              
              $
              7,000Less
                  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
              
              2006Provision
                  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 $47,800 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.




F-9




**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 PresentKirk
                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 VI, Inc., R&R Acquisition VII, 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).




13




**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 VI, Inc., R&R
      Acquisition VII, 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 BasisKirk
                  M. Warshaw
              
              1
              
              1




14




**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
                CompensationArnold
                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 ofBeneficial
                Ownership
            
            Percentage
              of
                ClassArnold
                P. Kling (1)
              712
                Fifth Avenue, 11thFloor
              New
                York, NY 10019
            
            
            400,000
            
            
            16
            %R&R
                Investments VIII, LLC
              1270
                Avenue of the Americas, 16thFloor
              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.


15




**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.




16




**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.




17




**SIGNATURES**





In
      accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934,
      the
      registrant has duly caused this report to be signed on its behalf by the
      undersigned, thereunto duly authorized.




**R&R
                ACQUISITION VIII, INC.**Dated:
                August 16, 2007
            By:
            /s/ Arnold
              P.
              KlingName:
                Arnold P. KlingTitle:
                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
            
            Date/s/ Kirk M. Warshaw
            
            Secretary and
            
            August 16, 2007Kirk M. Warshaw
            
            Chief
                Financial Officer




18