UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549





FORM
10-K





ANNUAL
REPORT PURSUANT TO SECTIONS 13 OR 15 (d) OF THE


SECURITIES
AND EXCHANGE ACT OF 1934





For
the fiscal year ended June 30, 2010





Commission file
number:000-52122


R&R Acquisition VIII,
Inc.


(Exact
Name of Registrant as Specified in its Charter)





Delaware
              
              56-2590445(State
      or Other Jurisdiction of
                Incorporation
      or Organization)
              
              (I.R.S.
      Employer
                Identification
      No.)





133
Summit Avenue, Suite 22


Summit,
New Jersey 07901


(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  ̈No x





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





Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days. Yes xNo  ̈




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  ̈No  ̈





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  ̈
              Accelerated
      filer  ̈Non-accelerated
      filer  ̈
              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 xNo  ̈




As of
September 23, 2010, 2,500,000 shares of the registrant's common stock,
$.001 par value per share, were outstanding and there was no trading market for
the registrant’s common stock.





DOCUMENTS
INCORPORATED BY REFERENCE





NONE.





R&R
ACQUISITION VIII, INC.


(A
Development Stage Company)


Form
10-K Annual Report


Table
of Contents


PART
      IItem
      1.
                    Business
                    3Item
      1A.
                    Risk
      Factors
                    6Item
      1B.
                    Unresolved
      Staff Comments
                    9Item
      2.
                    Properties
                    9Item
      3.
                    Legal
      Proceedings
                    9Item
      4.
                    [Removed
      and Reserved]
                    10PART
      IIItem
      5.
                    Market
      for Registrant's Common Equity, Related Stockholder Matters and Issuer
      Purchases of Equity Securities
                    10Item
      6.
                    Selected
      Financial Data
                    10Item
      7.
                    Management's
      Discussion and Analysis of Financial Condition and Results of
      Operations
                    10Item
      7A.
                    Quantitative
      and Qualitative Disclosures About Market Risk
                    12Item
      8.
                    Financial
      Statements and Supplementary Data
                    12Item
      9.
                    Change
      in and Disagreements with Accountants on Accounting and Financial
      Disclosure
                    12Item
      9A.
                    Controls
      And Procedures
                    12Item
      9B.
                    Other
      Information
                    13PART IIIItem
      10.
                    Directors,
      Executive Officers, and Corporate Governance
                    13Item
      11.
                    Executive
      Compensation.
                    14Item
      12.
                    Security
      Ownership of Certain Beneficial Owners and Management and Related
      Stockholder Matters.
                    15Item
      13.
                    Certain
      Relationships and Related Transactions, and Director
      Independence
                    16Item
      14.
                    Principal
      Accountant Fees and Services
                    16PART
      IVItem
      15.
                    Exhibits
      and Financial Statement Schedules.
                    16





FORWARD
LOOKING STATEMENT INFORMATION


Certain
statements made in this Annual Report on Form 10-K are “forward-looking
statements” regarding the plans and objectives of management for future
operations.  Such statements involve known and unknown risks,
uncertainties and other factors that may cause our actual results, performance
or achievements to be materially different from any future results, performance
or achievements expressed or implied by such forward-looking
statements.  The forward-looking statements included herein are based
on current expectations that involve numerous risks and
uncertainties.  Our  plans and objectives are based, in
part, on assumptions involving judgments with respect to, among other things,
future economic, competitive and market conditions and future business
decisions, all of which are difficult or impossible to predict accurately and
many of which are beyond our control.  Although we believe that our
assumptions underlying the forward-looking statements are reasonable, any of the
assumptions could prove inaccurate and, therefore, there can be no assurance
that the forward-looking statements included in this report will prove to be
accurate.  In light of the significant uncertainties inherent in the
forward-looking statements included herein particularly in view of the current
state of our operations, the inclusion of such information should not be
regarded as a statement by us or any other person that our objectives and plans
will be achieved.  Factors that could cause actual results to differ
materially from those expressed or implied by such forward-looking statements
include, but are not limited to, the factors set forth herein under the headings
“Business,” “Management's
Discussion and Analysis of Financial Condition and Results of Operations”
and “Risk Factors”.  We undertake no obligation to revise or update
publicly any forward-looking statements for any reason.  The terms
“we”, “our”, “us”, or any derivative thereof, as used herein refer to R&R
Acquisition VIII, Inc.


(ii)


PART
1





ITEM
1.                BUSINESS.





Introduction





R&R
Acquisition VIII, Inc. (“we”, “our”, “us”, the "Company" or the "Registrant")
was incorporated in the State of Delaware on June 2, 2006 and maintains its
principal offices at 133 Summit Avenue, Suite 22, Summit, NJ
07901.  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 the Statement of Financial Accounting Standard "FASB" guidance for
“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 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.


3





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.


4





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





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





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





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





Competition





Our
primary goal is the acquisition of a target company or business seeking the
perceived advantages of being a publicly held corporation.  The
Company faces vast competition from other shell companies with the same
objectives.  The Company is in a highly competitive market for a small
number of business opportunities which could reduce the likelihood of
consummating a successful business combination.  A large number of
established and well-financed entities, including small public companies and
venture capital firms, are active in mergers and acquisitions of companies that
may be desirable target candidates for us.  Nearly all these entities
have significantly greater financial resources, technical expertise and
managerial capabilities than we do; consequently, we will be at a competitive
disadvantage in identifying possible business opportunities and successfully
completing a business combination.  These competitive factors may
reduce the likelihood of our identifying and consummating a successful business
combination.





Employees





We have
no employees.


5





ITEM
1A.             RISK
FACTORS.





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





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





Conflicts
of interest create the risk that management may have an incentive to act
adversely to the interests of other investors.  Our officers may be
entitled to receive compensation from a target company they identify or provide
services to in connection with a business combination.  A conflict of
interest may arise between our management’s personal pecuniary interest and
their fiduciary duty to our stockholders.  Further, our management’s
own pecuniary interest may at some point compromise their fiduciary duty to our
stockholders.  In addition, Mr. Kling, our president and sole
director, and Mr. Warshaw, our chief financial officer, are currently involved
with other blank check offerings and conflicts in the pursuit of business
combinations with such other blank check companies with which they and
affiliates of our majority stockholder are, and may in the future be affiliated
with, may arise.  If we and the other blank check companies that our
officers and directors are affiliated with desire to take advantage of the same
opportunity, then those officers and directors that are affiliated with both
companies would abstain from voting upon the opportunity.  Further,
Rodman & Renshaw, LLC, a registered broker-dealer and affiliate of our
majority stockholder (“Rodman & Renshaw”), may act as investment banker,
placement agent or financial consultant to us in connection with a potential
business combination transaction and may receive a fee and/or securities for
such services.  We cannot assure you that conflicts of interest among
us, our management, Rodman & Renshaw and our stockholders will not
develop.





OUR
BUSINESS IS DIFFICULT TO EVALUATE BECAUSE WE HAVE NO OPERATING
HISTORY.





As the
Company has no operating history or revenue and only minimal assets, there is a
risk that we will be unable to continue as a going concern and consummate a
business combination. The Company has had no recent operating history nor any
revenues or earnings from operations since inception. We have no significant
assets or financial resources. We will, in all likelihood, sustain operating
expenses without corresponding revenues, at least until the consummation of a
business combination. This may result in our incurring a net operating loss that
will increase continuously until we can consummate a business combination with a
profitable business opportunity. We cannot assure you that we can identify a
suitable business opportunity and consummate a business
combination.





THERE IS
COMPETITION FOR THOSE PRIVATE COMPANIES SUITABLE FOR A MERGER TRANSACTION OF THE
TYPE CONTEMPLATED BY MANAGEMENT.





We are in
a highly competitive market for a small number of business opportunities which
could reduce the likelihood of consummating a successful business combination.
We will be an insignificant participant in the business of seeking mergers with,
joint ventures with and acquisitions of small private and public entities. A
large number of established and well-financed entities, including small public
companies and venture capital firms, are active in mergers and acquisitions of
companies that may be desirable target candidates for us. Nearly all these
entities have significantly greater financial resources, technical expertise and
managerial capabilities than we do; consequently, we will be at a competitive
disadvantage in identifying possible business opportunities and successfully
completing a business combination. These competitive factors may reduce the
likelihood of our identifying and consummating a successful business
combination.


6





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





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.


8





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 listed on the NASDAQ or another stock exchange, we expect that our
common stock would be eligible to trade on the OTC Bulletin Board, another
over-the-counter quotation system, or on the “pink sheets,” where our
stockholders may find it more difficult to dispose of shares or obtain accurate
quotations as to the market value of our common stock.  In addition,
we would be subject to an SEC rule that, if it failed to meet the criteria set
forth in such rule, imposes various practice requirements on broker-dealers who
sell securities governed by the rule to persons other than established customers
and accredited investors.  Consequently, such rule may deter
broker-dealers from recommending or selling our common stock, which may further
affect its liquidity.  This would also make it more difficult for us
to raise additional capital following a business combination.





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





There is
no public trading market for our common stock and none is expected to develop in
the foreseeable future unless and until the Company completes a business
combination with an operating business and such business files a registration
statement under the Securities Act.  Additionally, we have never paid
dividends on our common stock and do not presently intend to pay any dividends
in the foreseeable future.  We anticipate that any funds available for
payment of dividends will be re-invested into the Company to further its
business strategy.





AUTHORIZATION
OF PREFERRED STOCK.





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





CONTROL
BY EXISTING STOCKHOLDER.





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





ITEM
1B.             UNRESOLVED
STAFF COMMENTS.





None.





ITEM
2. PROPERTIES.




Our
principal offices are located at 133 Summit Avenue, Suite 22, Summit, 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.
              [REMOVED
      AND RESERVED]





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, 2010, 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 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.




10





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, 2010, 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, 2010 Compared to the
Fiscal Year Ended June 30, 2009





We are a
development stage corporation with limited operations and did not have any
revenues during the fiscal years ended June 30, 2010 and 2009,
respectively.


Total
expenses from Continuing Operations for the fiscal years ended June 30, 2010 and
2009 were $20,349 and $23,184, respectively.  These expenses primarily
constituted general and administrative expenses related to accounting and
compliance with the Exchange Act.  The decrease in expenses in 2010 is due
to a general decrease in professional and administrative
fees.


11





Liquidity
and Capital Resources


At June
30, 2010, 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, 2010, we had cash of $12,934 and negative working
capital of $2,435.




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, 2010.





Off-Balance
Sheet Arrangements





As of
June 30, 2010, 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.
            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
effectiveto ensure
that information required to be disclosed by us in the reports that we file or
submit under the Exchange Act (i) is recorded, processed, summarized and
reported, within the time periods specified in the SEC’s rules and forms and
(ii) is accumulated and communicated to our management, including ourpresidentand
chief financial officer, as appropriate to allow timely decisions regarding
required disclosure.


12




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, 2010.  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, 2010, 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. As a
Smaller Reporting Company, our internal control over financial reporting was not
subject to audit by our independent registered public accounting firm pursuant
to the Dodd-Frank Wall Street Reform and Consumer Protection Act signed into law
by President Obama on July 21, 2010.





(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 reportthat 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, 2010:





Name
                
                Age
                
                TitleArnold
      P. Kling
                
                52
                
                President
      and directorKirk
      M. Warshaw
                
                52
                
                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.  During the past five years,
Mr. Kling was a director of Enthrust Financial Services, Inc., n/k/a Rodman
& Renshaw Capital Group, Inc. (NASDAQ: RODM).  Mr. Kling currently
also serves as a director and president of R&R Acquisition, VI, Inc.,
R&R Acquisition, VII, Inc., R&R Acquisition IX, Inc., R&R
Acquisition X, Inc., Rodman International 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), 24Holdings, Inc. (OTCBB:TWFH), Newtown Lane Marketing, Incorporated
(OTCBB: NTWN) and Protalex, Inc. (OTCBB: PRTX).  Mr. Kling’s
professional experience and background with other companies and with us, as our
president and director since 2007, have given him the expertise needed to serve
as one of our directors.


13


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.  During the past five years, Mr.
Warshaw was a director of Empire Financial Holding Company, n/k/a Jesup &
Lamont, Inc. (NYSE AMEX: JLI).  Mr. Warshaw is currently also the
chief financial officer of R&R Acquisition, VI, Inc., R&R Acquisition,
VII, Inc., R&R Acquisition IX, Inc., R&R Acquisition X, Inc., Rodman
International Enterprises I, Ltd., Rodman International Enterprise II, Ltd., and
Rodman International Enterprise III, Ltd. (each a publicly reporting,
non-trading company), Mattmar Minerals, Inc. (OTCBB: MTMS) and Newtown Lane
Marketing, Incorporated (OTCBB: NTWN), and a director and the chief financial
officer of 24Holdings Inc. (OTCBB: TWFH) and Protalex, Inc. (OTCBB:
PRTX).




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, 2010 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, 2010 and 2009.  No officer or
director is required to make any specific amount or percentage of his business
time available to us.


14


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.





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 1, 2010 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
                  OwnershipR&R
      Investments VIII, LLC
                1251
      Avenue of the Americas – 20th
      Floor
                New
      York, NY 10020
                Attention:
      David Horin, CFO
              
              
              2,000,000
              
              
              
              80.0
              %Arnold
      P. Kling (2)
                712
      Fifth Avenue – 11th
      Floor
                New
      York, NY 10019
              
              
              400,000
              
              
              
              16.0
              %Kirk
      M. Warshaw (3)
                133
      Summit Ave. Suite 22
                Summit,
      NJ 07901
              
              
              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 1,
      2010 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, 2010, the parent
company of R&R Investments VIII, LLC contributed capital to us in the amount
of $25,000.




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





ITEM
      14.
            PRINCIPAL
      ACCOUNTANT FEES AND SERVICES.





AUDIT
FEES:





For the
years ended June 30, 2010 and 2009, 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, 2010 and 2009, 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, 2010 and 2009


·
            Statements
      of Operations for the years ended June 30, 2010 and 2009 and for the
      period from June 2, 2006 (Date of Inception) to June 30,
    2010


16





·
            Statements
      of Changes in Stockholders’ Equity (Deficit) for the period from June 2,
      2006 (Date of Inception) to June 30,
2010


·
            Statements
      of Cash Flows for the years ended June 30, 2010 and 2009 and for the
      period from June 2, 2006 (Date of Inception) to June 30,
    2010


·
            Notes
      to Financial Statements





2. Financial Statement
Schedules.





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





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





Exhibit
                No.
              
              Description3.1
              
              Certificate
      of Incorporation(1)3.2
              
              By-Laws
      (1)10.1
              
              Occupancy
      Agreement between R&R Acquisition VIII, Inc. and Kirk M. Warshaw, LLC
      (2)31.1
              
              Chief
      Executive Officer Certification pursuant to section 302 of the
      Sarbanes-Oxley Act of 2002*31.2
              
              Chief
      Financial Officer Certification pursuant to section 302 of the
      Sarbanes-Oxley Act of 2002*32.1
              
              Chief
      Executive Officer Certification pursuant to section 906 of the
      Sarbanes-Oxley Act of 2002.*32.2
              
              Chief
      Financial Officer Certification pursuant to section 906 of the
      Sarbanes-Oxley Act of 2002.*











(1)
            Filed
      as an exhibit to the Company's registration statement on Form 10-SB, as
      filed with the Securities and Exchange Commission on July 10, 2006, and
      incorporated herein by this
reference


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


17


SIGNATURES





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





R&R
      ACQUISITION VIII, INC.Date:
      September 23, 2010By:
                  /s/Arnold P. KlingArnold
      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, 2010





/s/Arnold P. KlingArnold
      P. Kling, President and Sole Director(Principal
      Executive Officer)





Date:
September 23, 2010





/s/Kirk M. WarshawKirk
      M. Warshaw, Chief Financial Officer(Principal
      Financial and Accounting
Officer)


18





R&R
ACQUISITION VIII, INC.


(A
Development Stage Company)





INDEX
TO FINANCIAL STATEMENTS





Report
      of Independent Registered Public Accounting Firm
                
                F-2Financial
      Statements:Balance
      Sheets as of June 30, 2010 and 2009
                
                F-3Statements
      of Operations for the Years Ended June 30, 2010 and 2009 and for the
      period from June 2, 2006 (Inception) through June 30, 2010
                
                F-4Statement
      of Changes in Stockholders' Equity (Deficit) for the period from June 2,
      2006 (Inception) through June 30, 2010
                
                F-5Statements
      of Cash Flows for the Years Ended June 30, 2010 and 2009 and for the
      period from June 2, 2006 (Inception) through June 30, 2010
                
                F-6Notes
      to Financial Statements
                
                F-7
      to F-10


F-1


REPORT OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM





Stockholders
and Directors


R&R
Acquisition VIII, Inc.


(A
Development Stage Company)


Summit,
New Jersey





We have
audited the accompanying balance sheets of R&R Acquisition VIII, Inc. (a
Development Stage Company) (the “Company”) as of June 30, 2010 and 2009 and the
related statements of operations, changes in stockholders’ equity (deficit) and
cash flows for the years ended June 30, 2010 and 2009, and for the cumulative
period from June 2, 2006 (Date of Inception) to June 30, 2010. These financial
statements are the responsibility of the Company’s management. Our
responsibility is to express an opinion on these financial statements based on
our audits.





We
conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States).  Those standards require that
we plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement.  An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements.  An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement
presentation.  We believe that our audit provides a reasonable basis
for our opinion.





In our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of R&R Acquisition VIII, Inc. (a
Development Stage Company) as of June 30, 2010 and 2009, and the results of its
operations and its cash flows for the years ended June 30, 2010 and 2009, and
for the cumulative period from June 2, 2006 (Date of Inception) to June 30, 2010
in conformity with accounting principles generally accepted in the United States
of America.




/s/SHERB
      & CO, LLPCertified
      Public Accountants




New York,
NY


September
21, 2010


F-2


R&R
ACQUISITION VIII, INC.
 (A
Development Stage Company)
 BALANCE
SHEETS
 
 June 30,2010
                                        
                                        
                                        2009ASSETSCurrent
      AssetsCash
      and cash equivalents
                                        
                                        $
                                        12,934
                                        
                                        
                                        $
                                        7,498TOTAL
      ASSETS
                                        
                                        $
                                        12,934
                                        
                                        
                                        $
                                        7,498LIABILITIES AND STOCKHOLDERS' EQUITY
      (DEFICIT)Current
      LiabilitiesAccrued
      expenses
                                        
                                        $
                                        15,369
                                        
                                        
                                        $
                                        14,589TOTAL
      CURRENT LIABILITIES
                                        
                                        
                                        15,369
                                        
                                        
                                        
                                        14,589STOCKHOLDERS'
      EQUITY (DEFICIT)Preferred
      stock; $.0001 par value, 10,000,000 shares authorized, none issued and
      outstanding
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -Common
      stock, $.0001 par value, 75,000,000 shares authorized, 2,500,000 shares
      issued and outstanding
                                        
                                        
                                        250
                                        
                                        
                                        
                                        250Additional
      paid-in capital
                                        
                                        
                                        113,500
                                        
                                        
                                        
                                        88,500Deficit
      accumulated during the development period
                                        
                                        
                                        (116,185
                                        )
                                        
                                        
                                        (95,841
                                        )TOTAL  STOCKHOLDERS’
      EQUITY (DEFICIT)
                                        
                                        
                                        (2,435
                                        )
                                        
                                        
                                        (7,091
                                        )TOTAL
      LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
                                        
                                        $
                                        12,934
                                        
                                        
                                        $
                                        7,498
 
 The
accompanying notes are an integral part of these financial
statements.
  F-3
  R&R ACQUISITION VIII, INC.
 (A
Development Stage Company)
 STATEMENTS
OF OPERATIONS
 
 For the period from
                      June 2, 2006Year Ended
                    
                    
                    (Date of Inception)June 30,
                    
                    
                    to2010
                    
                    
                    2009
                    
                    
                    June 30, 2010ExpensesProfessional
      fees
                    
                    $
                    17,200
                    
                    
                    $
                    20,000
                    
                    
                    $
                    100,175Printing
      and filing fees
                    
                    
                    3,149
                    
                    
                    
                    3,184
                    
                    
                    
                    16,426Total
      operating expenses
                    
                    
                    20,349
                    
                    
                    
                    23,184
                    
                    
                    
                    116,601Other
      IncomeInterest
      Income
                    
                    
                    5
                    
                    
                    
                    14
                    
                    
                    
                    416Net
      loss
                    
                    $
                    (20,344
                    )
                    
                    $
                    (23,170
                    )
                    
                    $
                    (116,185
                    )Weighted
      average number of common shares outstanding – basic and
      diluted
                    
                    
                    2,500,000
                    
                    
                    
                    2,500,000Net
      loss per share – basic and diluted
                    
                    $
                    (0.01
                    )
                    
                    $
                    (0.01
                    )
 
 The
accompanying notes are an integral part of these financial
statements.
  F-4
 
 R&R
ACQUISITION VIII, INC.
 (A
Development Stage Company)
 STATEMENT
OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)
 For the
Period from June 2, 2006 (Date of Inception) to June 30, 2010
 
 DeficitAccumulated
                        
                        
                        TotalPreferred Stock- Par value
                        
                        
                        Common Stock- Par value
                        
                        
                        Additional
                        
                        
                        During the
                        
                        
                        Stockholders'of $.0001 per share
                        
                        
                        of $.0001 per share
                        
                        
                        Paid-in
                        
                        
                        Development
                        
                        
                        EquityShares
                        
                        
                        Amount
                        
                        
                        Shares
                        
                        
                        Amount
                        
                        
                        Capital
                        
                        
                        Stage
                        
                        
                        (Deficit)Common
      shares issued (inception) (June 2, 2006 $0.0001 per share)
                        
                        
                        -
                        
                        
                        $
                        -
                        
                        
                        
                        2,500,000
                        
                        
                        $
                        250
                        
                        
                        $
                        -
                        
                        
                        $
                        -
                        
                        
                        $
                        (250
                        )Contributed
      capital, June 8, 2006
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        40,000
                        
                        
                        
                        -
                        
                        
                        
                        40,000Net
      loss
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        (18,483
                        )
                        
                        
                        (18,483
                        )Balance
      at June 30, 2006
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        2,500,000
                        
                        
                        
                        250
                        
                        
                        
                        40,000
                        
                        
                        
                        (18,483
                        )
                        
                        
                        21,767Contributed
      capital
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        12,500
                        
                        
                        
                        -
                        
                        
                        
                        12,500Net
      loss
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        (29,323
                        )
                        
                        
                        (29,323
                        )Balance
      at June 30, 2007
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        2,500,000
                        
                        
                        
                        250
                        
                        
                        
                        52,500
                        
                        
                        
                        (47,806
                        )
                        
                        
                        4,944Contributed
      capital
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        7,000
                        
                        
                        
                        -
                        
                        
                        
                        7,000Net
      loss
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        (24,865
                        )
                        
                        
                        (25,865
                        )Balance
      at June 30, 2008
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        2,500,000
                        
                        
                        
                        250
                        
                        
                        
                        59,500
                        
                        
                        
                        (72,671
                        )
                        
                        
                        (12,921
                        )Contributed
      capital
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        29,000
                        
                        
                        
                        -
                        
                        
                        
                        29,000Net
      loss
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        (23,170
                        )
                        
                        
                        (23,170
                        )Balance
      at June 30, 2009
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        2,500,000
                        
                        
                        
                        250
                        
                        
                        
                        88,500
                        
                        
                        
                        (95,841
                        )
                        
                        
                        (7,091
                        )Contributed
      capital
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        25,000
                        
                        
                        
                        -
                        
                        
                        
                        25,000Net
      loss
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        (20,344
                        )
                        
                        
                        (20,344
                        )Balance
      at June 30, 2010
                        
                        
                        -
                        
                        
                        $
                        -
                        
                        
                        
                        2,500,000
                        
                        
                        $
                        250
                        
                        
                        $
                        113,500
                        
                        
                        $
                        (116,185
                        )
                        
                        $
                        (2,435
                        )
 
 The
accompanying notes are an integral part of these financial
statements.
  F-5
 
 R&R
ACQUISITION VIII, INC.
 (A
Development Stage Company)
 STATEMENTS
OF CASH FLOWS
 
 For the cumulative
                                  period fromJune 2, 2006For the Years Ended June 30,
                                
                                
                                (Date of Inception)2010
                                
                                
                                2009
                                
                                
                                to June 30, 2010CASH
      FLOWS FROM OPERATING ACTIVITIESNet
      loss
                                
                                $
                                (20,344
                                )
                                
                                $
                                (23,170
                                )
                                
                                $
                                (116,185
                                )Changes
      in operating assets and liabilitiesIncrease
      (decrease) in accrued expenses
                                
                                
                                780
                                
                                
                                
                                800
                                
                                
                                
                                15,369NET
      CASH USED IN OPERATING ACTIVITIES
                                
                                
                                (19,564
                                )
                                
                                
                                (22,370
                                )
                                
                                
                                (100,816
                                )CASH
      FLOWS FROM FINANCING ACTIVITIESProceeds
      received from subscribers of common stock
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                250Contributed
      capital
                                
                                
                                25,000
                                
                                
                                
                                29,000
                                
                                
                                
                                113,500NET
      CASH PROVIDED BY FINANCING ACTIVITIES
                                
                                
                                25,000
                                
                                
                                
                                29,000
                                
                                
                                
                                113,750NET
      INCREASE IN CASH AND CASH EQUIVALENTS
                                
                                
                                5,436
                                
                                
                                
                                6,630
                                
                                
                                
                                12,934CASH
      AND CASH EQUIVALENTS AT BEGINNING OF PERIOD
                                
                                
                                7,498
                                
                                
                                
                                868
                                
                                
                                
                                -CASH
      AND CASH EQUIVALENTS AT END OF PERIOD
                                
                                $
                                12,934
                                
                                
                                $
                                7,498
                                
                                
                                $
                                12,934SUPPLEMENTAL
      DISCLOSURE OF CASH FLOWSINFORMATIONInterest
      paid
                                
                                $
                                -
                                
                                
                                $
                                -
                                
                                
                                $
                                -Income
      taxes paid
                                
                                $
                                -
                                
                                
                                $
                                -
                                
                                
                                $
                                -
 
 The
accompanying notes are an integral part of these financial
statements.
  F-6




R&R
ACQUISITION VIII, INC.


(A
Development Stage Company)


NOTES TO
FINANCIAL STATEMENTS


Years
ended June 30, 2010 and 2009





NOTE
1 - Organization, Business and Operations





R&R
ACQUISITION VIII, INC. (the "Company") was incorporated in Delaware with the
objective to acquire, or merge with, an operating business.  On June
2, 2006, the Company sold 2,500,000 shares of common stock for
$250.  As of June 30, 2010, 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 Financial Accounting Standards Board’s (FASB) guidance for "EARNINGS PER
SHARE". Diluted earnings (loss) per 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.




F-7


R&R
ACQUISITION VIII, INC.


(A
Development Stage Company)


NOTES TO
FINANCIAL STATEMENTS


Years
ended June 30, 2010 and 2009





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





(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
Company adopted FASB guidance for Fair Value Measurements and Disclosure
or  assets and liabilities measured at fair value on a recurring
basis.  This FASB guidance establishes a common definition for fair
value to be applied to existing generally accepted accounting principles that
require the use of fair value measurements establishes a framework for measuring
fair value and expands disclosure about such fair value measurements. The
adoption of this FASB guidance did not have an impact on the Company’s financial
position or operating results, but did expand certain disclosures.





This FASB
guidance defines fair value as the price that would be received upon sale of an
asset or paid to transfer a liability in an orderly transaction between market
participants at the measurement date. Additionally, this FASB guidance requires
the use of valuation techniques that maximize the use of observable inputs and
minimize the use of unobservable inputs. These inputs are prioritized
below:





Level 1:
Observable inputs such as quoted market prices in active markets for identical
assets or liabilities





Level 2:
Observable market-based inputs or unobservable inputs that are corroborated by
market data





Level 3:
Unobservable inputs for which there is little or no market data and which
require the use of the reporting entity’s own assumptions.





The
Company values its financial instruments as required by estimating their fair
value. The estimated fair value amounts have been determined by the Company,
using available market information or other appropriate valuation methodologies.
However, considerable judgment is required in interpreting market data to
develop estimates of fair value. Consequently, the estimates are not necessarily
indicative of the amounts that could be realized or would be paid in a current
market exchange.





The
Company’s financial instruments primarily consist of cash and cash equivalents,
accounts payable and accruals.





Cash and
cash equivalents include money market securities and commercial paper that are
considered to be highly liquid and easily tradable. These securities are valued
using inputs observable in active markets for identical securities and are
therefore classified as Level 1 within the fair value hierarchy.





As of the
balance sheet dates, the estimated fair values of the financial instruments were
not materially different from their carrying values as presented due to the
short maturities of these instruments and that the interest rates on the
borrowings approximate those that would have been available for loans of similar
remaining maturity and risk profile at respective year ends.


F-8


R&R
ACQUISITION VIII, INC.


(A
Development Stage Company)


NOTES TO
FINANCIAL STATEMENTS


Years
ended June 30, 2010 and 2009





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




(f)
Equity Based Compensation


The
accounting guidance for “Share Based Payments” requires the recognition of the
fair 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


All
new accounting pronouncements issued but not yet effective have been reviewed
and     determined to be not applicable.  As
a result, the adoption of such new accounting pronouncements, when effective, is
not expected to have a material impact on the financial position of the
Company.




F-9




R&R
ACQUISITION VIII, INC.
 (A
Development Stage Company)
 NOTES TO
FINANCIAL STATEMENTS
 Years
ended June 30, 2010 and 2009




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, 2010 and 2009, the same stockholder
contributed an additional $25,000 and $29,000, 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.





NOTE
5 – Income Taxes





June 30,2010
                  
                  
                  2009Deferred
      tax assets and liabilities consist of the following:Deferred
      tax assets:Net
      operating loss carry forwards
                  
                  $
                  47,000
                  
                  
                  $
                  39,000Less
      valuation allowance
                  
                  $
                  (47,000
                  )
                  
                  $
                  (39,000
                  )$
                  —
                  
                  
                  $
                  —




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





June 30,2010
                                                  
                                                  
                                                  2009Provision
      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, 2010, the Company had approximately $116,000 of net operating loss carry
forwards ("NOL's") available which expires in years beginning in 2026. The
deferred tax asset and related valuation increased by $8,000 during
2010.





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.




F-10