|                                                       
|-------------------------------------------------------
|UNITED STATES                                          
|SECURITIES AND EXCHANGE COMMISSION                     
|Washington,
 D.C. 20549                                
|                                                       
|FORM 10-K                                              
|                                                       
|ANNUAL
 REPORT PURSUANT TO SECTIONS 13 OR 15 (d) OF THE
|SECURITIES
 AND EXCHANGE ACT OF 1934                   
|                                                       
|For the fiscal year ended June 30, 2009                
|                                                       
|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 
 Incorporation or Organization) |  | (I.R.S. Employer 
 Identification No.)

15 Linden Drive
Madison, New Jersey 07940
(Address of Principal Executive Offices)

Registrants telephone number, including area
code:        (973) 635-4047

Securities registered pursuant to Section
12(b) of the Act: None

Securities registered pursuant to section
12(g) of the Act:

Common Stock, $.001 par value
(Title of class)

Indicate by check mark if the
registrant is a well-known seasoned issuer, as defined in Rule 405 of the
Securities Act.              
                          Yes o    No x

Indicate by check mark if the
registrant is not required to file reports pursuant to Section 13 or Section
15(d) of the Act.           
                          Yes o    No x

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 o

Indicate by check mark
whether the registrant has submitted electronically and posted on its corporate
Web site, if any, every Interactive Data File required to be submitted and
posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during
the preceding 12 months (or for such shorter period that the registrant was
required to submit and post such files).
                                    
                  
                  
                  
                  
                  
          
Yes o    No o

Indicate by check mark if
disclosure of delinquent filers in response to Item 405 of Regulation S-K is
not contained herein, and will not 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-K or any amendment to this Form 10-K.
                  
                  
                    
                   
                     
                     
                     
                     
                     
                   

                  x

Indicate by check mark
whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated filer, or a small reporting company.

| |                           |                            
| | ------------------------- | ---------------------------
| | Large accelerated filer o | Accelerated filer o        
| |                           |                            
| | Non-accelerated filer o   | Smaller reporting company x

Indicate by check mark
whether the registrant is a shell company (as defined in Rule 12b-2 of the
Act).                
           
                        
         Yes
x    No o

As of September 23, 2009,
2,500,000 shares of the
registrants common stock, $.001 par value per share, were outstanding and
there was no trading market for the registrants common stock.

DOCUMENTS INCORPORATED BY REFERENCE

NONE.

---



R&R ACQUISITION VIII, INC.
(A Development Stage Company)
Form 10-K Annual Report
Table of Contents

|            |                                                                                                               |  |   
|----------- | ------------------------------------------------------------------------------------------------------------- |  | --
|PART I      |                                                                                                               |  |   
|Item 1.     | Business                                                                                                      |  | 3 
|Item 1A.    | Risk Factors                                                                                                  |  | 6 
|Item 1B.    | Unresolved Staff Comments                                                                                     |  | 9 
|Item
 2.    | Properties                                                                                                    |  | 9 
|Item
 3.    | Legal Proceedings                                                                                             |  | 9 
|Item 4.     | Submission of Matters to a Vote of Security Holders                                                           |  | 10
|PART II     |                                                                                                               |  |   
|Item 5.     | Market for Registrants Common Equity, Related Stockholder Matters
 and Issuer Purchases of Equity Securities |  | 10
|Item 6.     | Selected Financial Data                                                                                       |  | 10
|Item 7.     | Managements Discussion and Analysis of Financial Condition and
 Results of Operations                        |  | 10
|Item 7A.    | Quantitative and Qualitative Disclosures About Market Risk                                                    |  | 12
|Item 8.     | Financial Statements and Supplementary Data                                                                   |  | 12
|Item 9.     | Change in and Disagreements with Accountants on Accounting and
 Financial Disclosure                          |  | 12
|Item 9A(T). | Controls And Procedures                                                                                       |  | 12
|Item 9B.    | Other Information                                                                                             |  | 13
|PART III    |                                                                                                               |  |   
|Item 10.    | Directors, Executive Officers, and Corporate Governance                                                       |  | 13
|Item 11.    | Executive Compensation                                                                                        |  | 14
|Item 12.    | Security Ownership of Certain Beneficial Owners and Management and
 Related Stockholder Matters               |  | 15
|Item 13.    | Certain Relationships and Related Transactions, and Director
 Independence                                    |  | 16
|Item 14.    | Principal Accountant Fees and Services                                                                        |  | 16
|PART IV     |                                                                                                               |  |   
|Item 15.    | Exhibits and Financial Statement Schedules                                                                    |  | 16

FORWARD LOOKING
STATEMENT INFORMATION

Certain statements made in this Annual Report
on Form 10-K are forward-looking statements regarding the plans and
objectives of management for future operations. 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 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
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 Business, Managements Discussion and
Analysis of Financial Condition and Results of Operations and Risk Factors.
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 VIII, Inc.

(ii)

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PART 1

|        |          
|------- | ---------
|ITEM 1. | BUSINESS.

Introduction

R&R Acquisition VIII, Inc. (we, our,
us, the Company or the Registrant) was incorporated in the State of
Delaware on June 2, 2006 and maintains its principal offices at 15 Linden
Drive, Madison, New Jersey 07940. 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
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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. We will not restrict our potential candidate target
companies to any specific business, industry or geographical location and,
thus, may acquire any type of business. The analysis of new business
opportunities will be undertaken by or under the supervision of our officers
and directors. We have no employees and no material assets.

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 it is subject to those requirements.

The Company Today

The Company is currently a
development stage company reporting under the provisions of Statement of Financial
Accounting Standard (FASB) No. 7, Accounting and Reporting for Development
Stage Enterprises.

We currently
have no definitive agreements or understandings with any prospective business
combination candidates and there are no 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
our securities. 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 may have 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 shell 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, unless and until additional financing is obtained 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

3

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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 small portion of their time (less than 10%)
to our affairs on a part-time or as-needed basis. Our officers may be entitled
to receive compensation from a target company they identify or provide services
in connection with a business combination. 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 do not
expect our present management to play any managerial role for us 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.

In evaluating
a prospective target business, we will consider several factors, including the
following:

|  |                                                                                                       
|- | ------------------------------------------------------------------------------------------------------
|- | experience
 and skill of management and availability of additional personnel of the
 target business; 
|  |                                                                                                       
|- | costs
 associated with effecting the business combination;                                            
|  |                                                                                                       
|- | equity
 interest retained by our stockholders in the merged entity;                                   
|  |                                                                                                       
|- | growth
 potential of the target business;                                                             
|  |                                                                                                       
|- | capital requirements
 of the target business;                                                         
|  |                                                                                                       
|- | capital
 available to the target business;                                                            
|  |                                                                                                       
|- | stage of
 development of the target business;                                                         
|  |                                                                                                       
|- | proprietary
 features and degree of intellectual property or other protection of the
 target business;
|  |                                                                                                       
|- | the financial
 statements of the target business; and                                                 
|  |                                                                                                       
|- | the
 regulatory environment in which the target business operates.                                    

The foregoing
criteria are not intended to be exhaustive and any evaluation relating to the
merits of a particular target business will be based, to the extent relevant,
on the above factors, as well as other considerations we deem relevant. In
connection with our evaluation of a prospective target business, we anticipate
that we will conduct a due diligence review which will encompass, among other
things, meeting with incumbent management as well as a review of financial,
legal and other information.

The time and
costs required to select and evaluate a target business (including conducting a
due diligence review) and to structure and consummate the business combination
(including negotiating and documenting relevant agreements and preparing
requisite documents for filing pursuant to applicable corporate and securities
laws) cannot be determined at this time. Our president intends to devote only a
very small portion of his time to our affairs, and, accordingly, the
consummation of a business combination may require a longer time than if he
devoted his full time to our affairs. However, he will devote such time as he
deems reasonably necessary to carry out our business and affairs. The amount of
time devoted to our business and affairs may vary significantly depending upon,
among other things, whether we have identified a target business or are engaged
in active negotiation of a business combination.

We anticipate
that various prospective target businesses will be brought to our attention
from various sources, including securities broker-dealers, investment bankers,
venture capitalists, bankers and other members of the financial community,
including, possibly, the executive officers and our affiliates.

As a general
rule, federal and state tax laws and regulations have a significant impact upon
the structuring of business combinations. We will evaluate the possible tax
consequences of any prospective business combination and

4

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will endeavor
to structure a business combination so as to achieve the most favorable tax
treatment to our company, the target business and our respective stockholders.
There can be no assurance that the Internal Revenue Service or relevant state
tax authorities will ultimately assent to our tax treatment of a particular
consummated business combination. To the extent the Internal Revenue Service or
any relevant state tax authorities ultimately prevail in recharacterizing the tax
treatment of a business combination, there may be adverse tax consequences to
our company, the target business, and our respective stockholders.

We may acquire
a company or business by purchasing the securities of such company or business.
However, we do not intend to engage primarily in such activities. Specifically,
we intend to conduct our activities so as to avoid being classified as an
investment company under the Investment Company Act of 1940, as amended (the
Investment Act) and therefore avoid application of the costly and restrictive
registration and other provisions of the Investment Company Act and the
regulations promulgated thereunder.

Section 3(a)
of the Investment Company Act excepts from the definition of an investment
company an entity which does not engage primarily in the business of
investing, reinvesting or trading in securities, or which does not engage in
the business of investing, owning, holding or trading investment securities
(defined as all securities other than government securities or securities of
majority-owned subsidiaries) the value of which exceed 40% of the value of its
total assets (excluding government securities, cash or cash items). We intend
to operate any business in the future in a manner which will result in the
availability of this exception from the definition of an investment company.
Consequently, our acquisition of a company or business through the purchase and
sale of investment securities will be limited. Although we intend to act to
avoid classification as an investment company, the provisions of the Investment
Company Act are extremely complex and it is possible that we may be classified
as an inadvertent investment company. We intend to vigorously resist
classification as an investment company, and to take advantage of any
exemptions or exceptions from application of the Investment Company Act, which
allows an entity a one-time option during any three-year period to claim an
exemption as a transient investment company. The necessity of asserting any
such resistance, or making any claim of exemption, could be time consuming and
costly, or even prohibitive, given our limited resources.

Various
impediments to a business combination may arise, such as appraisal rights
afforded the stockholders of a target business under the laws of its state of
organization. This may prove to be deterrent to a particular combination.

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.

5

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|         |              
|-------- | -------------
|ITEM 1A. | RISK FACTORS.

IN ADDITION TO THE OTHER INFORMATION PROVIDED IN THIS
REPORT, YOU SHOULD CAREFULLY CONSIDER THE FOLLOWING FACTORS IN EVALUATING OUR
BUSINESS, OPERATIONS AND FINANCIAL CONDITION. ADDITIONAL RISKS AND
UNCERTAINTIES NOT PRESENTLY KNOWN TO US, THAT WE CURRENTLY DEEM IMMATERIAL OR
THAT ARE SIMILAR TO THOSE FACED BY OTHER COMPANIES IN OUR INDUSTRY OR BUSINESS
IN GENERAL, SUCH AS COMPETITIVE CONDITIONS, MAY ALSO IMPAIR OUR BUSINESS
OPERATIONS. THE OCCURRENCE OF ANY OF THE FOLLOWING RISKS COULD HAVE A MATERIAL
ADVERSE EFFECT ON OUR BUSINESS, FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

THERE MAY BE
CONFLICTS OF INTEREST BETWEEN OUR MANAGEMENT AND OUR NON-MANAGEMENT
STOCKHOLDERS.

Conflicts of
interest create the risk that management may have an incentive to act adversely
to the interests of other investors. Our officers may be entitled to receive
compensation from a target company they identify or provide services to in
connection with a business combination. A conflict of interest may arise
between our managements personal pecuniary interest and their fiduciary duty
to our stockholders. Further, our managements own pecuniary interest may at
some point compromise their fiduciary duty to our stockholders. In addition,
Mr. Kling, our president and sole director, and Mr. Warshaw, our chief
financial officer, 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 stockholder are, and
may in the future be affiliated with, may arise. If we and the other blank
check companies that our officers and directors 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, a registered broker-dealer and
affiliate of our majority stockholder (Rodman & Renshaw), may act as
investment banker, placement agent or financial consultant to us in connection
with a potential business combination transaction and may receive a fee and/or
securities 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.

We are in a
highly competitive market for a small number of business opportunities which
could reduce the likelihood of consummating a successful business combination.
We will 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.

6

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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 an identified
business opportunity. We cannot assure you that we will be successful in
locating candidates with established operating histories. In the event we
complete a business combination with a privately held company, 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.

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 AND CONSUMMATE A BUSINESS COMBINATION.

While seeking
a business combination, management anticipates devoting no more than a few
hours per month 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 AND CONSUMMATING A MERGER OR ACQUISITION WITH
THE MOST ATTRACTIVE PRIVATE COMPANIES.

Target
companies that fail to comply with SEC reporting requirements may delay or
preclude business acquisitions. 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
will be subject to the reporting requirements under the Exchange Act,
management believes we will not be subject to regulation under the Investment
Company Act of 1940, as amended (the Investment Company Act), since we will
not be 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 Securities
and Exchange Commission 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 concern, 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, capital investment,
resource self-sufficiency balance of payments positions, and in other respect.

7

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OUR BUSINESS
WILL HAVE NO REVENUES UNLESS AND UNTIL WE MERGE WITH OR ACQUIRE AN OPERATING
BUSINESS.

We are a
development stage company and have had no revenues from operations. We may not
realize any revenues 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 may result in
substantial dilution in the percentage of our common stock held by our then
existing stockholders. Moreover, the common stock issued in any such merger or
acquisition transaction may be valued on an arbitrary or non-arms-length basis
by our management, resulting in an additional reduction in the percentage of
common stock held by our then existing stockholders. Our Board of Directors has
the power to issue any or all of such authorized but unissued shares without
stockholder approval. To the extent that additional shares of common stock or
preferred stock are issued in connection with a business combination or
otherwise, dilution to the interests of our stockholders will occur and the
rights of the holders of common stock might be materially adversely affected.

OUR
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 stockholders may
choose to cause the Company to sell Company securities to third parties, with
the proceeds of such sale being utilized by the Company to repurchase shares of
common stock held by the stockholders. As a result of such transaction, our
management, principal stockholders and Board of Directors may change.

THE COMPANY
HAS CONDUCTED LIMITED MARKET RESEARCH OF BUSINESS OPPORTUNITIES, WHICH MAY
AFFECT OUR ABILITY TO IDENTIFY A BUSINESS TO MERGE WITH OR ACQUIRE.

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

BECAUSE WE MAY
SEEK TO COMPLETE A BUSINESS COMBINATION THROUGH A REVERSE MERGER, FOLLOWING
SUCH A TRANSACTION WE MAY NOT BE ABLE TO ATTRACT THE ATTENTION OF MAJOR
BROKERAGE FIRMS.

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

WE CANNOT
ASSURE YOU THAT FOLLOWING A BUSINESS COMBINATION WITH AN OPERATING BUSINESS,
OUR COMMON STOCK WILL BE LISTED ON NASDAQ OR ANY OTHER SECURITIES EXCHANGE.

Following a
business combination, we may seek the listing of our common stock on NASDAQ or
the NYSE. 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

8

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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.

THERE IS NO
PUBLIC MARKET FOR OUR COMMON STOCK, NOR HAVE WE EVER PAID DIVIDENDS ON OUR
COMMON STOCK.

There is no
public trading market for our common stock and none is expected to develop in
the foreseeable future unless and until the Company completes a business
combination with an operating business and such business files a registration
statement under the Securities Act. Additionally, 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.

AUTHORIZATION
OF PREFERRED STOCK.

Our
certificate of incorporation authorizes the issuance of up to 10,000,000 shares
of preferred stock with designations, rights and preferences determined from
time to time by its Board of Directors. Accordingly, our Board of Directors is
empowered, without stockholder approval, to issue preferred stock with
dividend, liquidation, conversion, voting, or other rights which could
adversely affect the voting power or other rights of the holders of the common
stock. In the event of issuance, the preferred stock could be utilized, under certain
circumstances, as a method of discouraging, delaying or preventing a change in
control of the Company. Although we have no present intention to issue any
shares of our authorized preferred stock, there can be no assurance that we
will not do so in the future.

CONTROL BY
EXISTING STOCKHOLDER.

R&R
Investments VIII, LLC beneficially owns  80% of the outstanding shares of
    our common stock. As a result, this stockholder is able to exercise control
    over matters requiring stockholder approval, including the election of directors,
and the approval of mergers, consolidations and sales of all or substantially
all of our assets.

|         |                           
|-------- | --------------------------
|ITEM 1B. | UNRESOLVED STAFF COMMENTS.

None.

|        |            
|------- | -----------
|ITEM 2. | PROPERTIES.

Our principal
offices are located at 15 Linden Drive, Madison, New Jersey which is owned by a
family member of Kirk M. Warshaw, our chief financial officer and secretary. We
occupy our principal offices on a month to month basis. On January 1, 2009, we
began paying a quarterly fee of $500 for the use and occupancy, and
administrative services, related to our principal offices. We do not own or
intend to invest in any real property. We currently have no policy with respect
to investments or interests in real estate, real estate mortgages or securities
of, or interests in, persons primarily engaged in real estate activities.

|        |                   
|------- | ------------------
|ITEM 3. | LEGAL PROCEEDINGS.

None.

9

---



|        |                                                     
|------- | ----------------------------------------------------
|ITEM 4. | SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

None.

PART II

|        |                                                                                                      
|------- | -----------------------------------------------------------------------------------------------------
|ITEM 5. | MARKET FOR OUR COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER
 PURCHASES OF EQUITY SECURITIES.

(a) Market Information.
The Companys common stock is not trading on any public trading market or stock
exchange.

(b) Holders. As of
September 23, 2009, there were three record holders of 2,500,000 shares of the
Companys common stock.

(c) 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.

|        |                         
|------- | ------------------------
|ITEM 6. | SELECTED FINANCIAL DATA.

As a smaller
reporting company, as defined in Rule 12b-2 of the Exchange Act, we are not
required to provide the information required by this item.

|        |                                                                                        
|------- | ---------------------------------------------------------------------------------------
|ITEM 7. | MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
 RESULTS OF OPERATIONS.

GENERAL

We are a
development stage corporation with limited operations and have not conducted
any active operations since our inception in June 2006 except for our efforts
to locate a suitable acquisition or merger candidate and comply with regulatory
requirements. No revenue has been generated by us since inception and it is
unlikely we will have any revenues unless we are able to consummate or effect
an acquisition of, or merger with, an operating company, of which there can be
no assurance.

Our plan of
operation for the next twelve months shall be to locate a suitable acquisition
or merger candidate. We are not currently engaged in any business activities
that provide cash flow. We believe that our cash requirements for the next
twelve months will be paid with money in our treasury. If additional amounts
are needed, we believe that we can satisfy such requirement from additional
loans or investments from our stockholders, management or other investors when
needed. Although we anticipate that our cash-on-hand would be able to satisfy
its cash requirements for at least the next twelve months, we can provide no
assurance that we will be able to do so or that if additional amounts are
needed that we will be able to obtain such amounts from our stockholders,
management or other investors when needed.

As of yet, we
have no definitive agreements or understandings with any prospective business
combination candidates and there are no 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
our securities. 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

10

---



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 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.

Our officers
are only required to devote a small portion of their time (less than 10%) to
our affairs on a part-time or as-needed basis. We expect to use outside
consultants, advisors, attorneys and accountants as necessary. 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 our 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.

Our principal
business objective for the next 12 months and beyond such time will be to
achieve long-term growth potential through a combination with an operating
business. We will not restrict our potential candidate target companies to any
specific business, industry or geographical location and, thus, may acquire any
type of business. The analysis of new business opportunities will be undertaken
by or under the supervision of our officers and directors.

EQUIPMENT AND
EMPLOYEES

As of June 30,
2009, we had no operating business, no equipment, and no employees. We do not
intend to develop our own operating business but instead plan to merge with
another operating company.

Results of Operations

Continuing Operating Expenses for the Fiscal
Year Ended June 30, 2009 Compared to the Fiscal Year Ended June 30, 2008

We are a
development stage corporation with limited operations and did not have any
revenues during the fiscal years ended June 30, 2009 and 2008, respectively.

Total expenses
from Continuing Operations for the fiscal years ended June 30, 2009 and 2008
were $23,184 and $24,945, respectively. These expenses primarily constituted
general and administrative expenses related to accounting and compliance with
the Exchange Act. The decrease in expenses in 2009 is due to a general decrease
in professional and administrative fees.

11

---



Liquidity and Capital Resources

At June 30,
2009, we did not have any revenues from operations. Our principal source of
operating capital recently has been provided in the form of loans and capital
contributions from our stockholders. Absent a merger or other combination with
an operating company, we do not expect to have any revenues from operations. 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 or
capital contributions from our present stockholders and/or management and there
can be no assurances that our present stockholders or management will make any
loans or capital contributions to us. At June 30, 2009, we had cash of $7,498
and negative working capital of $7,091.

Our present
material commitments are professional and administrative fees and expenses
associated with the preparation of our filings with the U.S. Securities and
Exchange Commission (SEC) and other regulatory requirements. In the event
that we engage in any merger or other combination with an operating company, it
is likely that 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 June
30, 2009.

Off-Balance Sheet Arrangements

As of June 30,
2009, we have no off-balance sheet arrangements such as guarantees, retained or
contingent interest in assets transferred, obligation under a derivative
instrument and obligation arising out of or a variable interest in an
unconsolidated entity.

|         |                                                            
|-------- | -----------------------------------------------------------
|ITEM 7A. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

As a smaller
reporting company, as defined in Rule 12b-2 of the Exchange Act, we are not
required to provide the information required by this item.

|        |                                             
|------- | --------------------------------------------
|ITEM 8. | FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

See the index
to the Financial Statements below, beginning on page F-1.

|        |                                                                                       
|------- | --------------------------------------------------------------------------------------
|ITEM 9. | CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
 FINANCIAL DISCLOSURE.

None.

|            |                         
|----------- | ------------------------
|ITEM 9A(T). | 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-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

12

---



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.

Our management, including our president and
chief financial officer, does not expect that our disclosure controls and
procedures or our internal controls will prevent all errors and all fraud. A
control system, no matter how well conceived and operated, can provide only
reasonable assurance that the objectives of the control system are met.
Further, the design of a control system must reflect the fact that there are
resource constraints and the benefits of controls must be considered relative
to their costs. Because of the inherent limitations in all control systems,
managements evaluation of controls and procedures can only provide reasonable
assurance that all control issues and instances of fraud, if any, within the
Company have been detected.

(b) Managements Report on Internal Control over
Financial Reporting

Our management
is responsible for establishing and maintaining adequate internal control over
financial reporting (as defined in Rule 13a-15(f) under the Exchange Act). Our
management assessed the effectiveness of our internal control over financial
reporting as of June 30, 2009. In making this assessment, our management used
the criteria set forth by the Committee of Sponsoring Organizations of the
Treadway Commission in Internal Control-Integrated Framework. Our management
has concluded that, as of June 30, 2009, our internal control over financial
reporting is effective based on these criteria. This annual report does not
include an attestation report of our registered public accounting firm
regarding internal control over financial reporting. Managements report was
not subject to attestation by our registered public accounting firm pursuant to
temporary rules of the SEC that permit us to provide only managements report
in this annual report.

(c) Changes in Internal Control over Financial
Reporting

There were no
changes in our internal controls over financial reporting that occurred during
the last fiscal quarter covered by this report that has materially affected, or
is reasonably likely to materially affect, our internal control over financial
reporting.

|         |                  
|-------- | -----------------
|ITEM 9B. | OTHER INFORMATION

None.

PART III

|         |                                                        
|-------- | -------------------------------------------------------
|ITEM 10. | DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

The following
table sets forth information concerning our officers and directors as of
September 1, 2009:

|                 |  |     |  |                                       
|---------------- |  | --- |  | --------------------------------------
|Name             |  | Age |  | Title                                 
|                 |  |     |  |                                       
|Arnold P.
 Kling |  | 51  |  | President
 and director               
|Kirk M.
 Warshaw |  | 51  |  | Chief
 financial officer and secretary

Arnold P. Kling. Mr.
Kling has served as our president and a director since August 2007. 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 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 currently also serves as a director and president of  R&R Acquisition, VI,
Inc., R&R Acquisition, VII, Inc., R&R Acquisition IX, Inc., R&R
Acquisition X, Inc., Rodman International

13

---



Enterprises I,
Ltd., Rodman International Enterprise II, Ltd., and Rodman International
Enterprise III, Ltd. (each a publicly reporting, non-trading company),
24Holdings, Inc. (OTCBB:TWFH), Mattmar Minerals, Inc. (OTCBB:MTMS) and Newtown
Lane Marketing, Incorporated (OTCBB:NTWN).

Kirk M. Warshaw.
Mr. Warshaw has served as our chief financial officer and secretary, since
August 2007. 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 also the
chief financial officer of R&R Acquisition, VI, Inc., R&R Acquisition,  VII, Inc., R&R
Acquisition IX, Inc., R&R
Acquisition X, Inc., Rodman International Enterprises I, Ltd., Rodman International
Enterprise II, Ltd., and Rodman International Enterprise III, Ltd. (each a publicly
reporting, non-trading company), Mattmar Minerals, Inc. (OTCBB:MTMS) and Newtown
Lane Marketing, Incorporated (OTCBB:NTWN), and a director and the chief financial
officer of 24Holdings Inc. (OTCBB:TWFH), and a director of two privately owned
entities.

Mr. Kling and
Mr. Warshaw are not required to commit their full time to our business affairs
and they will not devote a substantial amount of time to our business affairs.

Compensation and Audit Committees

As we only have one Board
member and given our limited operations, we do not have separate or independent
audit or compensation committees. Our Board has determined that it does not
have an audit committee financial expert, as that term is defined in Item
407(d)(5) of Regulation S-K. In addition, we have not adopted any procedures by
which our stockholders may recommend nominees to our Board.

Section 16(a) Beneficial Ownership
Reporting Compliance

Section 16(a) of the
Exchange Act requires our directors and executive officers and persons who
beneficially own more than ten percent of our Common Stock (collectively, the
Reporting Persons) to report their ownership of and transactions in our
Common Stock to the SEC. Copies of these reports are also required to be
supplied to us. To our knowledge, during the fiscal year ended June 30, 2009
the Reporting Persons complied with all applicable Section 16(a) reporting
requirements.

Code of Ethics

We have not
adopted a Code of Ethics given our limited operations. We expect that following
a merger or other acquisition transaction, our Board will adopt a Code of
Ethics.

|         |                         
|-------- | ------------------------
|ITEM 11. | EXECUTIVE
 COMPENSATION.

Messrs. Kling
and Warshaw are our sole officers and Mr. Kling is our sole director. Neither
receives any regular compensation for their services rendered on our behalf.
Neither Mr. Kling nor Mr. Warshaw received any compensation during the years
ended June 30, 2009 and 2008. No officer or director is required to make any
specific amount or percentage of his business time available to us.

While we do not presently
anticipate engaging the services of professional firms that specialize in
finding business acquisitions on any formal basis, we may engage such firms in
the future, in which event we may be required to pay a finders fee or other
compensation. In no event, however, will we pay a finders fee or commission to
any of our officers and directors or any entity with which an officer or
director is affiliated. We do not have any incentive or stock option plan in
effect.

14

---



Director Compensation

We do not currently pay any
cash fees to our sole director, nor do we pay directors expenses in attending
Board meetings.

Employment Agreements

We
are not a party to any employment agreements.

|         |                                                                                                  
|-------- | -------------------------------------------------------------------------------------------------
|ITEM 12. | SECURITY
 OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER
 MATTERS.

The following
table sets forth certain information as of September 23, 2009 regarding the
number and percentage of our Common Stock (being our only voting securities)
beneficially owned by each officer and the sole director, each person
(including any group as that term is used in Section 13(d)(3) of the Exchange
Act) known by us to own 5% or more of our Common Stock, and all officers and
the sole director as a group.

|                                                                                                                     |  |                                                   |  |                          |      |   | 
|-------------------------------------------------------------------------------------------------------------------- |  | ------------------------------------------------- |  | ------------------------ | ---- | - | 
|Name of
 Beneficial Owner                                                                                            |  | Shares of
 Common Stock 
 Beneficially
 Owned (1) |  | Percentage of
 Ownership |     
|                                                                                                                     |  |                                                   |  |                          |     
|R&R Investments VIII, LLC
 1251 Avenue of the Americas  20th Floor
 New York, NY 10020
 Attention: David Horin, CFO |  | 2,000,000                                         |  |                          | 80.0 | % | 
|                                                                                                                     |  |                                                   |  |                          |      |   | 
|Arnold P.
 Kling (2)
 712 Fifth Avenue  11th Floor
 New York, NY 10019                                              |  | 400,000                                           |  |                          | 16.0 | % | 
|                                                                                                                     |  |                                                   |  |                          |      |   | 
|Kirk M.
 Warshaw (3)
 15 Linden Drive
 Madison, NJ 07940                                                             |  | 100,000                                           |  |                          | 4.0  | % | 
|                                                                                                                     |  |                                                   |  |                          |      |   | 
|All Directors
 and Officers (2 persons) as a group                                                                   |  | 500,000                                           |  |                          | 20.0 | % | 
|                                                                                                                     |  |                                                   |  |                          |      |   | 

| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (1) | Unless
 otherwise indicated, we have been advised that all individuals or entities
 listed have the sole power to vote and dispose of the number of shares set
 forth opposite their names. For purposes of computing the number and
 percentage of shares beneficially owned by a security holder, any shares
 which such person has the right to acquire within 60 days of September 23,
 2009 are deemed to be outstanding, but those shares are not deemed to be
 outstanding for the purpose of computing the percentage ownership of any
 other security holder.
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | (2) | Arnold P. Kling, our
 president and sole director..                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | (3) | Mr. Warshaw is our chief
 financial officer and secretary.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            

We currently do not have any
equity compensation plans.

15

---



|         |                                                                            
|-------- | ---------------------------------------------------------------------------
|ITEM 13. | CERTAIN
 RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.

Our Board consists solely of
Arnold Kling. He is not independent as such term is defined by a national
securities exchange or an inter-dealer quotation system. During the fiscal year
ended June 30, 2009, the parent company of R&R Investments VIII, LLC
contributed capital to us in the amount of $29,000.

On January 29, 2009, we
entered into an agreement with Kirk M. Warshaw, LLC (the LLC) for the use and
occupancy, and administrative services, related to our principal offices. The
agreement provides for quarterly payments from us to the LLC of $500. The
effective date of the agreement is January 1, 2009. Kirk Warshaw, our chief
financial officer, is a managing member of the LLC.

|         |                                         
|-------- | ----------------------------------------
|ITEM 14. | PRINCIPAL
 ACCOUNTANT FEES AND SERVICES.

AUDIT FEES:

For the years
ended June 30, 2009 and 2008, we were billed $12,000 and $12,000, respectively,
by Sherb & Co. LLP, our independent accountants (Sherb), for professional
services rendered for the audit of our annual financial statements and review
of our quarterly reports on Form 10-Q or services that are normally provided in
connection with statutory and regulatory filings.

AUDIT-RELATED FEES:

None.

TAX FEES:

For the years
ended June 30, 2009 and 2008, we were billed $1,000 and $1,000, respectively,
by Sherb for tax related services.

ALL OTHER FEES:

None.

AUDIT COMMITTEE
POLICIES AND PROCEDURES:

We do not
currently have a standing audit committee. The above services were approved by
the Board.

PART IV

|         |                                            
|-------- | -------------------------------------------
|ITEM 15. | EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

| |     |                                                           
| | --- | ----------------------------------------------------------
| | (a) | The following documents
 are filed as part of this Report:

1.
Financial Statements. The
following financial statements and the report of our independent registered
public accounting firm, are filed herewith.

| |   |                                                                                                                                                
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------
| |  | Report of Independent
 Registered Public Accounting Firm                                                                                       
| |   |                                                                                                                                                
| |  | Balance Sheets at June 30,
 2009 and 2008                                                                                                      
| |   |                                                                                                                                                
| |  | Statements of Operations
 for the years ended June 30, 2009 and 2008 and for the period from June 2,
 2006 (Date of Inception) to June 30, 2009

16

---



| |   |                                                                                                                                                
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------
| |  | Statements of Changes in
 Stockholders Equity (Deficit) for the period from June 2, 2006 (Date of
 Inception) to June 30, 2009                
| |   |                                                                                                                                                
| |  | Statements of Cash Flows
 for the years ended June 30, 2009 and 2008 and for the period from June 2,
 2006 (Date of Inception) to June 30, 2009
| |   |                                                                                                                                                
| |  | Notes to Financial
 Statements                                                                                                                 

2. Financial Statement Schedules.

Schedules are omitted
because the information required is not applicable or the required information
is shown in the financial statements or notes thereto.

3. Exhibits Incorporated by Reference or Filed with this
Report.

|              |  |                                                                                                   
|------------- |  | --------------------------------------------------------------------------------------------------
|Exhibit 
 No. |  | Description                                                                                       
|              |  |                                                                                                   
|3.1           |  | Certificate of
 Incorporation(1)                                                                  
|3.2           |  | By-Laws (1)                                                                                       
|10.1          |  | Occupancy Agreement
 between R&R Acquisition VIII, Inc. and Kirk M. Warshaw, LLC (2)              
|31.1          |  | Chief Executive Officer
 Certification pursuant to section 302 of the Sarbanes-Oxley Act of 2002* 
|31.2          |  | Chief Financial Officer
 Certification pursuant to section 302 of the Sarbanes-Oxley Act of 2002* 
|32.1          |  | Chief Executive Officer
 Certification pursuant to section 906 of the Sarbanes-Oxley Act of 2002.*
|32.2          |  | Chief Financial Officer
 Certification pursuant to section 906 of the Sarbanes-Oxley Act of 2002.*

|                    |     |                                                                                                                                                                                               
|------------------- | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                   
|*Included
 herewith
|                    |     |                                                                                                                                                                                               
|                    | (1) | 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
|                    |     |                                                                                                                                                                                               
|                    | (2) | Previously filed as an
 Exhibit in the companys quarterly report on Form 10-Q for the period ended
 March 31, 2009, and incorporated herein by reference.                                    

17

---



SIGNATURES

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

|                          |  |                             | 
|------------------------- |  | --------------------------- | 
|                          |  | R&R
 ACQUISITION VIII, INC.
|                          |  |                            
|Date:
 September 23, 2009 |  |                            
|                          |  |                            
|                          |  | By:
/s/Arnold P. Kling     
|                          |  |                             | 
|                          |  | Arnold P.
 Kling, President

In
accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.

|                          |  |                                               |  | 
|------------------------- |  | --------------------------------------------- |  | 
|Date
 September 23, 2009  |  |                                              
|                          |  | /s/Arnold P. Kling                           
|                          |  |                                               | 
|                          |  | Arnold P.
 Kling, President and Sole Director
|                          |  | (Principal
 Executive Officer)               
|                          |  |                                              
|Date:
 September 23, 2009 |  |                                              
|                          |  |                                              
|                          |  | /s/Kirk M. Warshaw                           
|                          |  |                                               | 
|                          |  | Kirk M.
 Warshaw, Chief Financial Officer    
|                          |  | (Principal Financial and Accounting
 Officer)

18

---



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

INDEX TO FINANCIAL STATEMENTS

|                                                                                                                                            |  |            
|------------------------------------------------------------------------------------------------------------------------------------------- |  | -----------
|Report of Independent Registered Public Accounting Firm                                                                                     |  |            
|                                                                                                                                            |  | F-2        
|Financial
 Statements:                                                                                                                      |  |            
|Balance Sheets as of June 30, 2009 and 2008                                                                                                 |  | F-3        
|                                                                                                                                            |  |            
|Statements of Operations for the Years Ended June 30, 2009 and 2008
 and for the period from June 2, 2006 (Inception) through June 30, 2009 |  | F-4        
|                                                                                                                                            |  |            
|Statement of Changes in Stockholders Equity (Deficit) for the period
 from June 2, 2006 (Inception) through June 30, 2009                  |  | F-5        
|                                                                                                                                            |  |            
|Statements of Cash Flows for the Years Ended June 30, 2009 and 2008
 and for the period from June 2, 2006 (Inception) through June 30, 2009 |  | F-6        
|                                                                                                                                            |  |            
|Notes to Financial Statements                                                                                                               |  | F-7 to F-11

F-1

---



REPORT OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM

Stockholders
and DirectorsR&R Acquisition VIII, Inc.(A Development Stage Company)
Chatham, New Jersey

We have
audited the accompanying balance sheets of R&R Acquisition VIII, Inc. (a
Development Stage Company) (the Company) as of June 30, 2009 and 2008 and the
related statements of operations, changes in stockholders equity (deficit) and
cash flows for the years ended June 30, 2009 and 2008, and for the cumulative
period from June 2, 2006 (Date of Inception) to June 30, 2009. 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 audits.

We conducted
our audits 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. (a
Development Stage Company) as of June 30, 2009 and 2008, and the results of its
operations and its cash flows for the years ended June 30, 2009 and 2008, and
for the cumulative period from June 2, 2006 (Date of Inception) to June 30,
2009 in conformity with accounting principles generally accepted in the United
States of America.

| |                              
| | -----------------------------
| | /s/SHERB
 & CO, LLP          
| |                              
| | Certified
 Public Accountants

New York, NY 
September 14, 2009

F-2

---



R&R
ACQUISITION VIII, INC.
(A Development Stage Company)
BALANCE SHEETS

|                                                                                                       |  |          |         |      |   |         |  
|------------------------------------------------------------------------------------------------------ |  | -------- | ------- | ---- | - | ------- | -
|                                                                                                       |  | June 30, |        
|                                                                                                       |  |          |        
|                                                                                                       |  | 2009     |         | 2008 |  
|                                                                                                       |  |          |         |      |   |         |  
|ASSETS                                                                                                 |  |          |         |      |   |         |  
|Current Assets                                                                                         |  |          |         |      |   |         |  
|Cash and cash equivalents                                                                              |  | $        | 7,498   |      | $ | 868     |  
|                                                                                                       |  |          |         |      |   |         |  
|                                                                                                       |  |          |         |      |   |         |  
|TOTAL ASSETS                                                                                           |  | $        | 7,498   |      | $ | 868     |  
|                                                                                                       |  |          |         |      |   |         |  
|                                                                                                       |  |          |         |      |   |         |  
|LIABILITIES
 AND STOCKHOLDERS DEFICIENCY                                                              |  |          |         |      |   |         |  
|Current Liabilities                                                                                    |  |          |         |      |   |         |  
|Accrued expenses                                                                                       |  | $        | 14,589  |      | $ | 13,789  |  
|                                                                                                       |  |          |         |      |   |         |  
|                                                                                                       |  |          |         |      |   |         |  
|TOTAL CURRENT LIABILITIES                                                                              |  |          | 14,589  |      |   | 13,789  |  
|                                                                                                       |  |          |         |      |   |         |  
|                                                                                                       |  |          |         |      |   |         |  
|STOCKHOLDERS DEFICIENCY                                                                               |  |          |         |      |   |         |  
|                                                                                                       |  |          |         |      |   |         |  
|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 shares issued and outstanding |  |          | 250     |      |   | 250     |  
|Additional paid-in capital                                                                             |  |          | 88,500  |      |   | 59,500  |  
|Deficit accumulated during the development period                                                      |  |          | (95,841 | )    |   | (72,671 | )
|                                                                                                       |  |          |         |      |   |         |  
|TOTAL STOCKHOLDERS DEFICIENCY                                                                         |  |          | (7,091  | )    |   | (12,921 | )
|                                                                                                       |  |          |         |      |   |         |  
|                                                                                                       |  |          |         |      |   |         |  
|TOTAL LIABILITIES AND STOCKHOLDERS DEFICIENCY                                                         |  | $        | 7,498   |      | $ | 868     |  
|                                                                                                       |  |          |         |      |   |         |  

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

F-3

---



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

|                                                                         |  |                      |           |   |   |           |   |   |                                                                           |  
|------------------------------------------------------------------------ |  | -------------------- | --------- | - | - | --------- | - | - | ------------------------------------------------------------------------- | -
|                                                                         |  |                      |           |   |   |           |   |   | For the period from
 June 2, 2006
 (Date of Inception)
 to
 June 30, 2009 |  
|                                                                         |  |                      |           |   |   |           |   |   |                                                                          
|                                                                         |  | Year Ended
 June 30, |           |   |  
|                                                                         |  |                      |           |  
|                                                                         |  |                      | 2009      |   |   | 2008      |   |   |                                                                          
|                                                                         |  |                      |           |   |   |           |   |   |                                                                           |  
|Expenses                                                                 |  |                      |           |   |   |           |   |   |                                                                           |  
|Professional fees                                                        |  | $                    | 20,000    |   | $ | 20,475    |   | $ | 82,975                                                                    |  
|Printing and filing fees                                                 |  |                      | 3,184     |   |   | 4,470     |   |   | 13,277                                                                    |  
|                                                                         |  |                      |           |   |   |           |   |   |                                                                           |  
|Total operating expenses                                                 |  |                      | 23,184    |   |   | 24,945    |   |   | 96,252                                                                    |  
|Interest Income                                                          |  |                      | 14        |   |   | 80        |   |   | 411                                                                       |  
|                                                                         |  |                      |           |   |   |           |   |   |                                                                           |  
|Net loss                                                                 |  | $                    | (23,170   | ) | $ | (24,865   | ) | $ | (95,841                                                                   | )
|                                                                         |  |                      |           |   |   |           |   |   |                                                                           |  
|                                                                         |  |                      |           |   |   |           |   |   |                                                                           |  
|Weighted average number of common shares outstanding  basic and diluted |  |                      | 2,500,000 |   |   | 2,500,000 |   |   |                                                                           |  
|                                                                         |  |                      |           |   |   |           |   |   |                                                                           |  
|                                                                        
|Net loss per share  basic and diluted                                   |  | $                    | (0.01     | ) | $ | (0.01     | ) |   |                                                                           |  
|                                                                         |  |                      |           |   |   |           |   |   |                                                                           |  

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

F-4

---



|                                                                      
|----------------------------------------------------------------------
|R&R
 ACQUISITION VIII, INC.                                           
|(A Development Stage Company)                                         
|STATEMENT OF CHANGES IN STOCKHOLDERS
 EQUITY (DEFICIT)               
|For the Period from June 2, 2006 (Date of
 Inception) to June 30, 2009

|                                  |  |                                                 |   |                                              |   |                              |  |                                                      |           |                                         |   |     |  |   |        |  |   |         |   |   |         |  
|--------------------------------- |  | ----------------------------------------------- | - | -------------------------------------------- | - | ---------------------------- |  | ---------------------------------------------------- | --------- | --------------------------------------- | - | --- |  | - | ------ |  | - | ------- | - | - | ------- | -
|                                  |  |                                                 |   |                                              |   | Additional
 Paid-in
 Capital |  | Deficit
 Accumulated
 During the
 Development
 Stage |           | Total
 Stockholders
 Equity
 (Deficit) |  
|                                  |  | Preferred
 Stock- Par value of $.0001 per share |   | Common
 Stock- Par value of $.0001 per share |  
|                                  |  |                                                 |  
|                                  |  | Shares                                          |   | Amount                                       |   | Shares                       |  | Amount                                               |          
|                                  |  |                                                
|                                  |  |                                                 |  
|Common shares issued (inception)  |  |                                                 |  |                                              | $ |                             |  |                                                      | 2,500,000 |                                         | $ | 250 |  | $ |       |  | $ |        |   | $ | (250    | )
|(June 2, 2006 $0.0001 per share)  |  |                                                 |   |                                              |   |                              |  |                                                      |           |                                         |   |     |  |   |        |  |   |         |   |   |         |  
|                                  |  |                                                 |   |                                              |   |                              |  |                                                      |           |                                         |   |     |  |   |        |  |   |         |   |   |         |  
|Contributed capital, June 8, 2006 |  |                                                 |  |                                              |   |                             |  |                                                      |          |                                         |   |    |  |   | 40,000 |  |   |        |   |   | 40,000  |  
|                                  |  |                                                 |   |                                              |   |                              |  |                                                      |           |                                         |   |     |  |   |        |  |   |         |   |   |         |  
|Net loss                          |  |                                                 |  |                                              |   |                             |  |                                                      |          |                                         |   |     |  |   |       |  |   | (18,483 | ) |   | (18,483 | )
|                                  |  |                                                 |   |                                              |   |                              |  |                                                      |           |                                         |   |     |  |   |        |  |   |         |   |   |         |  
|Balance at June 30, 2006          |  |                                                 |  |                                              |   |                             |  |                                                      | 2,500,000 |                                         |   | 250 |  |   | 40,000 |  |   | (18,483 | ) |   | 21,767  |  
|                                  |  |                                                 |   |                                              |   |                              |  |                                                      |           |                                         |   |     |  |   |        |  |   |         |   |   |         |  
|Contributed capital               |  |                                                 |  |                                              |   |                             |  |                                                      |          |                                         |   |    |  |   | 12,500 |  |   |        |   |   | 12,500  |  
|                                  |  |                                                 |   |                                              |   |                              |  |                                                      |           |                                         |   |     |  |   |        |  |   |         |   |   |         |  
|Net loss                          |  |                                                 |  |                                              |   |                             |  |                                                      |          |                                         |   |    |  |   |       |  |   | (29,323 | ) |   | (29,323 | )
|                                  |  |                                                 |   |                                              |   |                              |  |                                                      |           |                                         |   |     |  |   |        |  |   |         |   |   |         |  
|Balance at June 30, 2007          |  |                                                 |  |                                              |   |                             |  |                                                      | 2,500,000 |                                         |   | 250 |  |   | 52,500 |  |   | (47,806 | ) |   | 4,944   |  
|                                  |  |                                                 |   |                                              |   |                              |  |                                                      |           |                                         |   |     |  |   |        |  |   |         |   |   |         |  
|Contributed capital               |  |                                                 |  |                                              |   |                             |  |                                                      |          |                                         |   |    |  |   | 7,000  |  |   |        |   |   | 7,000   |  
|                                  |  |                                                 |   |                                              |   |                              |  |                                                      |           |                                         |   |     |  |   |        |  |   |         |   |   |         |  
|Net loss                          |  |                                                 |  |                                              |   |                             |  |                                                      |          |                                         |   |    |  |   |       |  |   | (24,865 | ) |   | (25,865 | )
|                                  |  |                                                 |   |                                              |   |                              |  |                                                      |           |                                         |   |     |  |   |        |  |   |         |   |   |         |  
|Balance at June 30, 2008          |  |                                                 |  |                                              | $ |                             |  |                                                      | 2,500,000 |                                         |   | 250 |  |   | 59,500 |  |   | (72,671 | ) |   | (12,921 | )
|                                  |  |                                                 |   |                                              |   |                              |  |                                                      |           |                                         |   |     |  |   |        |  |   |         |   |   |         |  
|Contributed capital               |  |                                                 |  |                                              |   |                             |  |                                                      |          |                                         |   |    |  |   | 29,000 |  |   |        |   |   | 29,000  |  
|Net loss                          |  |                                                 |  |                                              |   |                             |  |                                                      |          |                                         |   |    |  |   |       |  |   | (23,170 | ) |   | (23,170 | )
|                                  |  |                                                 |   |                                              |   |                              |  |                                                      |           |                                         |   |     |  |   |        |  |   |         |   |   |         |  
|Balance at June 30, 2009          |  |                                                 |  |                                              | $ |                             |  |                                                      | 2,500,000 |                                         | $ | 250 |  | $ | 88,500 |  | $ | (95,841 | ) | $ | (7,091  | )
|                                  |  |                                                 |   |                                              |   |                              |  |                                                      |           |                                         |   |     |  |   |        |  |   |         |   |   |         |  

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

F-5

---



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

|                                                     |  |                               |         |      |   |                                                                                      |   |   |         |  
|---------------------------------------------------- |  | ----------------------------- | ------- | ---- | - | ------------------------------------------------------------------------------------ | - | - | ------- | -
|                                                     |  |                               |         |      |   | For
 the cumulative period from
 June 2, 2006
 (Date of Inception)
 to June 30, 2009 |  
|                                                     |  | For
 the Years Ended June 30, |         |     
|                                                     |  |                               |         |     
|                                                     |  | 2009                          |         | 2008 |   |                                                                                     
|                                                     |  |                               |         |      |  
|                                                     |  |                               |         |      |   |                                                                                      |   |   |         |  
|CASH FLOWS FROM OPERATING ACTIVITIES                 |  |                               |         |      |   |                                                                                      |   |   |         |  
|Net loss                                             |  | $                             | (23,170 | )    | $ | (25,865                                                                              | ) | $ | (96,841 | )
|Changes in operating assets and liabilities          |  |                               |         |      |   |                                                                                      |   |   |         |  
|Increase (decrease) in accrued expenses              |  |                               | 800     |      |   | 3,747                                                                                |   |   | 14,589  |  
|                                                     |  |                               |         |      |   |                                                                                      |   |   |         |  
|NET CASH USED IN OPERATING ACTIVITIES                |  |                               | (22,370 | )    |   | (21,118                                                                              | ) |   | (81,252 | )
|                                                     |  |                               |         |      |   |                                                                                      |   |   |         |  
|                                                     |  |                               |         |      |   |                                                                                      |   |   |         |  
|CASH FLOWS FROM FINANCING ACTIVITIES                 |  |                               |         |      |   |                                                                                      |   |   |         |  
|Proceeds received from subscribers of common stock   |  |                               |        |      |   |                                                                                     |   |   | 250     |  
|Contributed capital                                  |  |                               | 29,000  |      |   | 7,000                                                                                |   |   | 88,500  |  
|                                                     |  |                               |         |      |   |                                                                                      |   |   |         |  
|NET CASH PROVIDED BY FINANCING ACTIVITIES            |  |                               | 29,000  |      |   | 7,000                                                                                |   |   | 88,750  |  
|                                                     |  |                               |         |      |   |                                                                                      |   |   |         |  
|                                                     |  |                               |         |      |   |                                                                                      |   |   |         |  
|NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS |  |                               | 6,630   |      |   | (14,118                                                                              | ) |   | 7,498   |  
|                                                     |  |                               |         |      |   |                                                                                      |   |   |         |  
|CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD     |  |                               | 868     |      |   | 14,986                                                                               |   |   |        |  
|                                                     |  |                               |         |      |   |                                                                                      |   |   |         |  
|CASH AND CASH EQUIVALENTS AT END OF PERIOD           |  | $                             | 7,498   |      | $ | 848                                                                                  |   | $ | 7,498   |  
|                                                     |  |                               |         |      |   |                                                                                      |   |   |         |  
|                                                     |  |                               |         |      |   |                                                                                      |   |   |         |  
|SUPPLEMENTAL DISCLOSURE OF CASH FLOWS INFORMATION    |  |                               |         |      |   |                                                                                      |   |   |         |  
|Interest paid                                        |  | $                             |        |      | $ |                                                                                     |   | $ |        |  
|                                                     |  |                               |         |      |   |                                                                                      |   |   |         |  
|Income taxes paid                                    |  | $                             |        |      | $ |                                                                                     |   | $ |        |  
|                                                     |  |                               |         |      |   |                                                                                      |   |   |         |  

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

F-6

---



R&R ACQUISITION VIII, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
Years ended June 30, 2009 and 2008

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 2, 2006, the Company
sold 2,500,000 shares of common stock for $250. As of June 30, 2009, 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 and, to a lesser extent that desires to employ the Companys funds
in its business.

The Companys plan of
operation for the next twelve months shall be to locate a suitable acquisition
or merger candidate. The Company is not currently engaged in any business
activities that provide cash flow. The Company believes that its cash
requirements for the next twelve months will be paid with money in its
treasury. If additional amounts are needed, the Company believes that it can
satisfy such requirement from additional loans or investments from its
stockholders, management or other investors when needed. Although the Company
anticipates that its cash-on-hand would be able to satisfy its cash
requirements for at least the next twelve months, the Company can provide no
assurance that it will be able to do so or that if additional amounts are
needed that it will be able to obtain such amounts from its stockholders,
management or other investors when needed.

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) Statements of Cash
 Flows: 
| |                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |                                 | 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
 equivalents.                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | (c) Earnings (Loss) Per
 Share:
| |                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |                                 | Basic earnings (loss) per
 share has been computed on the basis of the weighted average number of common
 shares outstanding during each period presented according to the provisions
 of SFAS No. 128 EARNINGS PER SHARE. Diluted earnings (loss) per                                                                                                                                                                                                                                                                                                                                                                     

F-7

---



R&R ACQUISITION VIII, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTSYears ended June 30, 2009 and 2008

NOTE 2 - SUMMARY OF
SIGNIFICANT ACCOUNTING POLICIES (continued):

| |                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | ---------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                    | share reflects the
 potential dilution that could occur if options or other contracts to issue
 shares of common stock were exercised or converted to common stock as long as
 the effect of their inclusion is not anti-dilutive. We currently have no
 options or contracts to issue shares of common stock outstanding.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | (d) 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | (e) Financial Instruments         
| |                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |                                    | The estimated fair values
 of all reported assets and liabilities which represent financial instruments,
 none of which are held for trading purposes, approximate their carrying value
 because of the short term maturity of these instruments or the stated
 interest rates are indicative of market interest rates.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | (f) Equity Based
 Compensation    
| |                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |                                    | The Company adopted SFAS
 No. 123R, Share Based Payments. SFAS No. 123R requires companies to expense
 the value of employee stock options and similar awards and applies to all
 outstanding and vested stock-based awards.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |                                    | In computing the impact,
 the fair value of each option is estimated on the date of grant based on the
 Black-Scholes options-pricing model utilizing certain assumptions for a risk
 free interest rate; volatility; and expected remaining lives of the awards.
 The assumptions used in calculating the fair value of share-based payment
 awards represent managements best estimates, but these estimates involve
 inherent uncertainties and the application of management judgment. As a
 result, if factors change and the Company uses different assumptions, the
 Companys stock-based compensation expense could be materially different in
 the future. In addition, the Company is required to estimate the expected
 forfeiture rate and only recognize expense for those shares expected to vest.
 In estimating the Companys forfeiture rate, the Company analyzed its
 historical forfeiture rate, the remaining lives of unvested options, and the
 amount of vested options as a percentage of total options outstanding. If the
 Companys actual forfeiture rate is materially different from its estimate,
 or if the Company reevaluates the forfeiture rate in the future, the
 stock-based compensation expense could be significantly different from what
 we have recorded in the current period. The last equity based compensation
 issued by the Company was more than two years ago and such shares were fully
 vested upon issuance, hence an expense was recorded at that time.
| |                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | (g) New Accounting
 Pronouncements
| |                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |                                    | FASB 141(revised 2007) 
 Business Combinations                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |                                    | In December 2007, the FASB
 issued FASB Statement No. 141 (revised 2007), Business Combinations. This
 Statement replaces FASB Statement No. 141, Business Combinations. This
 Statement retains the fundamental requirements in Statement 141 that the
 acquisition method of accounting (which Statement 141 called the purchase
 method) be used for all business combinations and for an acquirer to be
 identified for each business combination. This Statement defines the acquirer
 as the entity that obtains control of one or more businesses in the business
 combination and establishes the acquisition date as the date that the
 acquirer achieves control. This Statements scope is broader than that of
 Statement 141, which applied only to business combinations in which control
 was obtained by transferring consideration. By applying the same method of
 accountingthe acquisition methodto all transactions and other events in which one                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           

F-8

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R&R ACQUISITION VIII, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTSYears ended June 30, 2009 and 2008

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(continued):

| |                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | ----------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (g) New Accounting
 Pronouncements (continued):
| |                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |                                                 | entity obtains control
 over one or more other businesses, this Statement improves the comparability
 of the information about business combinations provided in financial reports.
 This Statement requires an acquirer to recognize the assets acquired, the
 liabilities assumed, and any noncontrolling interest in the acquiree at the
 acquisition date, measured at their fair values as of that date, with limited
 exceptions specified in the Statement. That replaces Statement 141s
 cost-allocation process, which required the cost of an acquisition to be
 allocated to the individual assets acquired and liabilities assumed based on
 their estimated fair values.                                                                                                                                                                                                                                                                                                                       
| |                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |                                                 | This Statement applies to
 all transactions or other events in which an entity (the acquirer) obtains
 control of one or more businesses (the acquirer), including those sometimes
 referred to as true mergers or mergers of equals and combinations
 achieved without the transfer of consideration, for example, by contract
 alone or through the lapse of minority veto rights. This Statement applies to
 all business entities, including mutual entities that previously used the
 pooling-of-interests method of accounting for some business combinations. It
 does not apply to: (a) The formation of a joint venture, (b) The acquisition
 of an asset or a group of assets that does not constitute a business, (c) A
 combination between entities or businesses under common control, (d) A
 combination between not-for-profit organizations or the acquisition of a
 for-profit business by a not-for-profit organization.                                                              
| |                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |                                                 | This Statement applies
 prospectively to business combinations for which the acquisition date is on
 or after the beginning of the first annual reporting period beginning on or
 after December 15, 2008. An entity may not apply it before that date.
 Management believes this Statement will have no impact on the financial
 statements of the Company once adopted until the Company effectuates a merger
 or acquisition with a yet-to-be identified operating company or business.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |                                                 | FASB 160  Noncontrolling
 Interests in Consolidated Financial Statements  an amendment of ARB No. 51                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |                                                 | In December 2007, the FASB
 issued FASB Statement No. 160 - Noncontrolling Interests in Consolidated
 Financial Statements  an amendment of ARB No. 51. This Statement applies to
 all entities that prepare consolidated financial statements, except
 not-for-profit organizations, but will affect only those entities that have
 an outstanding noncontrolling interest in one or more subsidiaries or that
 deconsolidate a subsidiary. Not-for-profit organizations should continue to
 apply the guidance in Accounting Research Bulletin No. 51, Consolidated
 Financial Statements, before the amendments made by this Statement, and any
 other applicable standards, until the Board issues interpretative guidance.                                                                                                                                                                                                                                                                             
| |                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |                                                 | This Statement amends ARB
 51 to establish accounting and reporting standards for the noncontrolling
 interest in a subsidiary and for the deconsolidation of a subsidiary. It
 clarifies that a noncontrolling interest in a subsidiary is an ownership
 interest in the consolidated entity that should be reported as equity in the
 consolidated financial statements. Before this Statement was issued, limited
 guidance existed for reporting noncontrolling interests. As a result,
 considerable diversity in practice existed. So-called minority interests were
 reported in the consolidated statement of financial position as liabilities
 or in the mezzanine section between liabilities and equity. This Statement
 improves comparability by eliminating that diversity.                                                                                                                                                                                                                   
| |                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |                                                 | A noncontrolling interest,
 sometimes called a minority interest, is the portion of equity in a
 subsidiary not attributable, directly or indirectly, to a parent. The
 objective of this Statement is to improve the relevance, comparability, and
 transparency of the financial information that a reporting entity provides in
 its consolidated financial statements by establishing accounting and
 reporting standards that require: (a) The ownership interests in subsidiaries
 held by parties other than the parent be clearly identified, labeled, and
 presented in the consolidated statement of financial position within equity,
 but separate from the parents equity, (b) The amount of consolidated net
 income attributable to the parent and to the noncontrolling interest be
 clearly identified and presented on the face of the consolidated statement of
 income, (c) Changes in a parents ownership interest while the parent retains
 its controlling financial interest in its

F-9

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R&R ACQUISITION VIII, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTSYears ended June 30, 2009 and 2008

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(continued):

| |                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | ----------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (g) New Accounting
 Pronouncements (continued):
| |                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |                                                 | subsidiary be accounted
 for consistently. A parents ownership interest in a subsidiary changes if
 the parent purchases additional ownership interests in its subsidiary or if
 the parent sells some of its ownership interests in its subsidiary. It also
 changes if the subsidiary reacquires some of its ownership interests or the
 subsidiary issues additional ownership interests. All of those transactions
 are economically similar, and this Statement requires that they be accounted
 for similarly, as equity transactions, (d) When a subsidiary is
 deconsolidated, any retained noncontrolling equity investment in the former
 subsidiary be initially measured at fair value. The gain or loss on the
 deconsolidation of the subsidiary is measured using the fair value of any
 noncontrolling equity investment rather than the carrying amount of that
 retained investment, (e) Entities provide sufficient disclosures that clearly
 identify and distinguish between the interests of the parent and the
 interests of the noncontrolling owners.
| |                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |                                                 | This Statement is
 effective for fiscal years, and interim periods within those fiscal years,
 beginning on or after December 15, 2008 (that is, January 1, 2009, for
 entities with calendar year-ends). Earlier adoption is prohibited. This
 Statement shall be applied prospectively as of the beginning of the fiscal
 year in which this Statement is initially applied, except for the
 presentation and disclosure requirements. The presentation and disclosure
 requirements shall be applied retrospectively for all periods presented.
 Management believes this Statement will have no impact on the financial
 statements of the Company once adopted.                                                                                                                                                                                                                                                                                                                                                                                                           
| |                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |                                                 | In May 2009, Statement of
 Financial Accounting Standards No. 165  Subsequent Events was issued. The
 objective of this Statement is to establish general standards of accounting
 for and disclosure of events that occur after the balance sheet date but
 before financial statements are issued or are available to be issued. In
 accordance with this Statement, an entity should apply the requirements to
 interim or annual financial periods ending after June 15, 2009. Management
 has adopted this new standard with the filing of the second quarter interim
 financial statements. The adoption of this new standard is not expected to
 have a material impact on the financial statements of the Company.                                                                                                                                                                                                                                                                                                                                                    
| |                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |                                                 | Other accounting standards
 that have been issued or proposed by the FASB or other standards-setting
 bodies that do not require adoption until a future date are not expected to
 have a material impact on the financial statements upon adoption.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           

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 years
ended June 30, 2009 and 2008, the same stockholder contributed an additional
$29,000 and $7,000, respectively.

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-10

---



R&R ACQUISITION VIII, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTSYears ended June 30, 2009 and 2008

NOTE 5  Income Taxes

|                                                               |  |          |         |      |   |         |  
|-------------------------------------------------------------- |  | -------- | ------- | ---- | - | ------- | -
|                                                               |  | June 30, |        
|                                                               |  |          |        
|                                                               |  | 2009     |         | 2008 |  
|                                                               |  |          |         |      |  
|                                                              
|Deferred tax assets and
 liabilities consist of the following: |  |          |         |      |   |         |  
|Deferred tax assets:                                           |  |          |         |      |   |         |  
|Net operating loss carry
 forwards                             |  | $        | 39,000  |      | $ | 29,000  |  
|Less valuation allowance                                       |  | $        | (39,000 | )    | $ | (29,000 | )
|                                                               |  |          |         |      |   |         |  
|                                                               |  | $        |        |      | $ |        |  
|                                                               |  |          |         |      |   |         |  

The provision for income
taxes differs from the amount computed by applying the US statutory tax rate as
follows:

|                                                                                   |  |          |     |      |  |     |   
|---------------------------------------------------------------------------------- |  | -------- | --- | ---- |  | --- | --
|                                                                                   |  | June 30, |    
|                                                                                   |  |          |    
|                                                                                   |  | 2009     |     | 2008 | 
|                                                                                   |  |          |     |      | 
|Provision for expected
 federal statutory rate                                     |  |          | (35 | )%   |  | (35 | )%
|Loss for which no benefit
 is available or a valuation allowance has been recorded |  |          | 35  | %    |  | 35  | % 
|                                                                                   |  |          |     |      |  |     |   
|                                                                                   |  |          |    | %    |  |    | % 
|                                                                                   |  |          |     |      |  |     |   

At June 30, 2009, the
Company had approximately $96,000 of net operating loss carry forwards
(NOLs) available which expires in years beginning in 2029. The deferred tax
asset and related valuation increased by $10,000 during 2009.

NOTE 6 - Commitments and Contingencies

Office Space

On January 29, 2009,
effective as of January 1, 2009, the Company entered into an agreement with
Kirk M. Warshaw, LLC (the LLC) for the use and occupancy, and administrative
services, related to its principal offices. The agreement provides for
quarterly payments from the Company to the LLC of $500.

NOTE 7  Subsequent Events

The Company has evaluated
subsequent events through September 14, 2009, and has determined that there
were no subsequent events to recognize or disclose in these financial
statements.

F-11

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