UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, 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:000-52120

R&R Acquisition VI, Inc.


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(Exact
Name of Registrant as Specified in its Charter)


|                                                                 |                                       
|---------------------------------------------------------------- | --------------------------------------
|Delaware                                                         | 56-2590442                            
|                                                                 |                                       
|(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
oNo 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
oNo 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


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|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | 
|                                                                                                                                                                                                                                                                                                                                             | 
|                                                                                                                                                                                                                                                                                                                                             | 
|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.

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R&R ACQUISITION VI, 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
VI, Inc.

(ii)

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PART 1

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

Introduction

R&R Acquisition VI, 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

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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

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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.

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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.

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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 VI, 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
$20,009 and $24,891, 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 $8,688 and negative
working capital of $2,820.

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, VII, Inc., R&R Acquisition, VIII, 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, VII, Inc., R&R Acquisition,
VIII, 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 VI,
 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 VI, LLC contributed
capital to us in the amount of $30,500.

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.

|           |  |             |                                                                                                   
|---------- |  | ----------- | --------------------------------------------------------------------------------------------------
|ExhibitNo. |  | Description
|           |  |            
|3.1        |  |             | Certificate of
 Incorporation(1)                                                                  
|3.2        |  |             | By-Laws (1)                                                                                       
|10.1       |  |             | Occupancy Agreement
 between R&R Acquisition VI, 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 VI, 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 VI, 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 VI, Inc.(A Development Stage Company)
Chatham, New Jersey

We have
audited the accompanying balance sheets of R&R Acquisition VI, 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 VI, 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

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

|                                                                                                       |  |      |          |      |   |         |  
|------------------------------------------------------------------------------------------------------ |  | ---- | -------- | ---- | - | ------- | -
|                                                                                                       |  |      | June 30, |     
|                                                                                                       |  |      |         
|                                                                                                       |  | 2009 |          | 2008 |  
|                                                                                                       |  |      |          |      |  
|ASSETS                                                                                                 |  |      |          |      |  
|Current Assets                                                                                         |  |      |          |      |   |         |  
|Cash and cash equivalents                                                                              |  | $    | 8,688    |      | $ | 2,647   |  
|                                                                                                       |  |      |          |      |   |         |  
|                                                                                                       |  |      |          |      |   |         |  
|TOTAL ASSETS                                                                                           |  | $    | 8,688    |      | $ | 2,647   |  
|                                                                                                       |  |      |          |      |   |         |  
|                                                                                                       |  |      |          |      |   |         |  
|LIABILITIES
 AND STOCKHOLDERS DEFICIENCY                                                              |  |      |          |      |   |         |  
|Current Liabilities                                                                                    |  |      |          |      |   |         |  
|Accrued expenses                                                                                       |  | $    | 11,508   |      | $ | 15,958  |  
|                                                                                                       |  |      |          |      |   |         |  
|                                                                                                       |  |      |          |      |   |         |  
|                                                                                                       |  |      |          |      |   |         |  
|TOTAL CURRENT LIABILITIES                                                                              |  |      | 11,508   |      |   | 15,958  |  
|                                                                                                       |  |      |          |      |   |         |  
|                                                                                                       |  |      |          |      |   |         |  
|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                                                                             |  |      | 90,000   |      |   | 59,500  |  
|Deficit accumulated during the development period                                                      |  |      | (93,070  | )    |   | (73,061 | )
|                                                                                                       |  |      |          |      |   |         |  
|TOTAL STOCKHOLDERS
 DEFICIENCY                                                                        |  |      | (2,820   | )    |   | (13,311 | )
|                                                                                                       |  |      |          |      |   |         |  
|                                                                                                       |  |      |          |      |   |         |  
|TOTAL LIABILITIES AND STOCKHOLDERS DEFICIENCY                                                         |  | $    | 8,688    |      | $ | 2,647   |  
|                                                                                                       |  |      |          |      |   |         |  

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

F-3

---



R&R ACQUISITION VI, 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                                                        |  | $                    | 17,000    |   | $ | 20,250    |   | $ | 79,750                                                                    |  
|Printing and filing fees                                                 |  |                      | 3,020     |   |   | 4,666     |   |   | 13,421                                                                    |  
|                                                                         |  |                      |           |   |   |           |   |   |                                                                           |  
|Total operating expenses                                                 |  |                      | 20,020    |   |   | 24,916    |   |   | 93,171                                                                    |  
|Interest Income                                                          |  |                      | 11        |   |   | 25        |   |   | 101                                                                       |  
|                                                                         |  |                      |           |   |   |           |   |   |                                                                           |  
|Net loss                                                                 |  | $                    | (20,009   | ) | $ | (24,891   | ) | $ | (93,070                                                                   | )
|                                                                         |  |                      |           |   |   |           |   |   |                                                                           |  
|                                                                         |  |                      |           |   |   |           |   |   |                                                                           |  
|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 VI, 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)
 (June 2, 2006 $0.0001 per share) |  |                                                 |  |                                              | $ |       |  |        | 2,500,000 |  | $ | 250 |  | $                            |       |                                                      | $ |                                    |   | $ | (250    | )
|                                                                   |  |                                                 |   |                                              |   |        |  |        |           |  |   |     |  |                              |        |                                                      |   |                                     |   |   |         |  
|Contributed capital, June 8, 2006                                  |  |                                                 |  |                                              |   |       |  |        |          |  |   |    |  |                              | 40,000 |                                                      |   |                                    |   |   | 40,000  |  
|                                                                   |  |                                                 |   |                                              |   |        |  |        |           |  |   |     |  |                              |        |                                                      |   |                                     |   |   |         |  
|Net loss                                                           |  |                                                 |  |                                              |   |       |  |        |          |  |   |     |  |                              |       |                                                      |   | (18,483                             | ) |   | (18,483 | )
|                                                                   |  |                                                 |   |                                              |   |        |  |        |           |  |   |     |  |                              |        |                                                      |   |                                     |   |   |         |  
|Balance at June 30, 2006                                           |  |                                                 |  |                                              |   |       |  |        | 2,500,000 |  |   | 250 |  |                              | 40,000 |                                                      |   | (18,483                             | ) |   | 21,767  |  
|                                                                   |  |                                                 |   |                                              |   |        |  |        |           |  |   |     |  |                              |        |                                                      |   |                                     |   |   |         |  
|Contributed capital                                                |  |                                                 |  |                                              |   |       |  |        |          |  |   |    |  |                              | 12,500 |                                                      |   |                                    |   |   | 12,500  |  
|                                                                   |  |                                                 |   |                                              |   |        |  |        |           |  |   |     |  |                              |        |                                                      |   |                                     |   |   |         |  
|Net loss                                                           |  |                                                 |  |                                              |   |       |  |        |          |  |   |    |  |                              |       |                                                      |   | (29,687                             | ) |   | (29,687 | )
|                                                                   |  |                                                 |   |                                              |   |        |  |        |           |  |   |     |  |                              |        |                                                      |   |                                     |   |   |         |  
|Balance at June 30, 2007                                           |  |                                                 |  |                                              |   |       |  |        | 2,500,000 |  |   | 250 |  |                              | 52,500 |                                                      |   | (48,170                             | ) |   | 4,580   |  
|                                                                   |  |                                                 |   |                                              |   |        |  |        |           |  |   |     |  |                              |        |                                                      |   |                                     |   |   |         |  
|Contributed capital                                                |  |                                                 |  |                                              |   |       |  |        |          |  |   |    |  |                              | 7,000  |                                                      |   |                                    |   |   | 7,000   |  
|                                                                   |  |                                                 |   |                                              |   |        |  |        |           |  |   |     |  |                              |        |                                                      |   |                                     |   |   |         |  
|Net loss                                                           |  |                                                 |  |                                              |   |       |  |        |          |  |   |    |  |                              |       |                                                      |   | (24,891                             | ) |   | (24,891 | )
|                                                                   |  |                                                 |   |                                              |   |        |  |        |           |  |   |     |  |                              |        |                                                      |   |                                     |   |   |         |  
|Balance at June 30, 2008                                           |  |                                                 |  |                                              | $ |       |  |        | 2,500,000 |  |   | 250 |  |                              | 59,500 |                                                      |   | (73,061                             | ) |   | (13,311 | )
|                                                                   |  |                                                 |   |                                              |   |        |  |        |           |  |   |     |  |                              |        |                                                      |   |                                     |   |   |         |  
|Contributed capital                                                |  |                                                 |  |                                              |   |       |  |        |          |  |   |    |  |                              | 30,500 |                                                      |   |                                    |   |   | 30,500  |  
|Net loss                                                           |  |                                                 |  |                                              |   |       |  |        |          |  |   |    |  |                              |       |                                                      |   | (20,009                             | ) |   | (20,009 | )
|                                                                   |  |                                                 |   |                                              |   |        |  |        |           |  |   |     |  |                              |        |                                                      |   |                                     |   |   |         |  
|Balance at June 30, 2009                                           |  |                                                 |  |                                              | $ |       |  |        | 2,500,000 |  | $ | 250 |  | $                            | 90,000 |                                                      | $ | (93,070                             | ) | $ | (2,820  | )
|                                                                   |  |                                                 |   |                                              |   |        |  |        |           |  |   |     |  |                              |        |                                                      |   |                                     |   |   |         |  

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

F-5

---



R&R ACQUISITION VI, 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                                              |  | $                            | (20,009 | )                                                                                   | $ | (24,891 | ) | $ | (93,070 | )
|Changes in operating assets and liabilities           |  |                              |         |                                                                                     |   |         |   |   |         |  
|Increase (decrease) in accrued expenses               |  |                              | (4,450  | )                                                                                   |   | 5,886   |   |   | 11,508  |  
|                                                      |  |                              |         |                                                                                     |   |         |   |   |         |  
|NET CASH USED IN OPERATING ACTIVITIES                 |  |                              | (24,459 | )                                                                                   |   | (19,005 | ) |   | (81,562 | )
|                                                      |  |                              |         |                                                                                     |   |         |   |   |         |  
|                                                      |  |                              |         |                                                                                     |   |         |   |   |         |  
|CASH FLOWS FROM FINANCING ACTIVITIES                  |  |                              |         |                                                                                     |   |         |   |   |         |  
|Proceeds received from subscribers of common
 stock   |  |                              |        |                                                                                     |   |        |   |   | 250     |  
|Contributed capital                                   |  |                              | 30,500  |                                                                                     |   | 7,000   |   |   | 90,000  |  
|                                                      |  |                              |         |                                                                                     |   |         |   |   |         |  
|NET CASH PROVIDED BY FINANCING ACTIVITIES             |  |                              | 30,500  |                                                                                     |   | 7,000   |   |   | 90,250  |  
|                                                      |  |                              |         |                                                                                     |   |         |   |   |         |  
|                                                      |  |                              |         |                                                                                     |   |         |   |   |         |  
|NET (DECREASE) INCREASE IN CASH AND CASH
 EQUIVALENTS |  |                              | 6,041   |                                                                                     |   | (12,005 | ) |   | 8,688   |  
|                                                      |  |                              |         |                                                                                     |   |         |   |   |         |  
|CASH AND CASH EQUIVALENTS AT BEGINNING OF
 PERIOD     |  |                              | 2,647   |                                                                                     |   | 14,652  |   |   |        |  
|                                                      |  |                              |         |                                                                                     |   |         |   |   |         |  
|CASH AND CASH EQUIVALENTS AT END OF PERIOD            |  | $                            | 8,688   |                                                                                     | $ | 2,647   |   | $ | 8,688   |  
|                                                      |  |                              |         |                                                                                     |   |         |   |   |         |  
|                                                      |  |                              |         |                                                                                     |   |         |   |   |         |  
|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 VI, INC.
(A Development Stage Company)NOTES TO FINANCIAL STATEMENTSYears ended June 30, 2009 and 2008

NOTE 1 - Organization, Business and
Operations

R&R ACQUISITION VI, INC.
(the Company) was incorporated in Delaware with the objective to acquire, or
merge with, an operating business. On June 2, 2006, the Company sold 2,500,000
shares of common stock for $250. As of 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 VI, 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 VI, 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 VI, 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
$30,500 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 VI, 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                                                                                   |  | $        | 37,000  |      | $ | 29,000  |   
|Less valuation allowance                                                                                            |  | $        | (37,000 | )    | $ | (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 $93,000 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 $8,000 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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