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 DECEMBER 31, 2008


                        COMMISSION FILE NUMBER: 000-51741


                             R&R ACQUISITION V, INC.
                             -----------------------
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

               DELAWARE                                   83-0424487
   ----------------------------------              -------------------------
    (STATE OR OTHER JURISDICTION OF                    (I.R.S. EMPLOYER
    INCORPORATION OR ORGANIZATION)                   IDENTIFICATION NO.)

                                47 SCHOOL AVENUE
                            CHATHAM, NEW JERSEY 07928
                    (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, $.0001 PAR VALUE
                                (TITLE OF CLASS)

     Indicate by check mark if the registrant is a well-known  seasoned  issuer,
as defined by 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 Exchange 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|X|  No |_|

     Indicate by check mark if disclosure of delinquent  filers pursuant 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 smaller reporting company. See
the definitions of "large accelerated  filer,"  "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act. (Check one):

Large Accelerated Filer |_|                  Accelerated Filer  |_|
Non-accelerated filer   |_|                  Smaller reporting company  |X|

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

     As of June 30, 2008,  the issuer's  most recently  completed  second fiscal
quarter, and as of March 10, 2009 there were no trading  market for the issuer's
common stock, $0.0001 par value.

     As of March 10, 2009,  2,500,000  shares of the issuer's  common stock, par
value  $0.0001  per  share,   were   outstanding  of  which  non  were  held  by
non-affiliates.


                       DOCUMENTS INCORPORATED BY REFERENCE
                                      NONE.


<PAGE>


                             R&R ACQUISITION V, INC.

                             FORM 10-K ANNUAL REPORT
                                TABLE OF CONTENTS
<TABLE>
<CAPTION>
<S>           <C>                                                                                                 <C>
PART I
Item 1.        Business.............................................................................................3
Item 1A.       Risk Factors.........................................................................................5
Item 1B.       Unresolved Staff Comments............................................................................9
Item 2.        Properties...........................................................................................9
Item 3.        Legal Proceedings....................................................................................9
Item 4.        Submission of Matters to a Vote of Security Holders..................................................9
PART II
Item 5.        Market for Registrant's Common Equity, Related Stockholder Matters
               and Issuer Purchases of Equity Securities............................................................9
Item 6.        Selected Financial Data.............................................................................10
Item 7.        Management's Discussion and Analysis of Financial Condition and Results of Operations...............10
Item 7A.       Quantitative and Qualitative Disclosures About Market Risk..........................................11
Item 8.        Financial Statements and Supplementary Data.........................................................11
Item 9.        Change in and Disagreements with Accountants on Accounting
               and Financial Disclosure............................................................................12
Item 9A(T).    Controls And Procedures.............................................................................12
Item 9B.       Other Information...................................................................................12
PART III
Item 10.       Directors, Executive Officers, and Corporate Governance.............................................13
Item 11.       Executive Compensation..............................................................................14
Item 12.       Security Ownership of Certain Beneficial Owners and Management and
               Related Stockholder Matters.........................................................................15
Item 13.       Certain Relationships and Related Transactions, and Director Independence...........................15
Item 14.       Principal Accountant Fees and Services..............................................................16
PART IV
Item 15.       Exhibits and Financial Statement Schedules..........................................................17
</TABLE>

                      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 V, INC.


                                       2
<PAGE>

ITEM 1.  BUSINESS.

R&R Acquisition V, Inc. ("we",  "our",  "us", the "Company" or the "Registrant")
was incorporated in the State of Delaware on February 15, 2005 and maintains its
principal  offices at 47 School Avenue,  Chatham,  New Jersey 07928. The Company
was organized as a vehicle to investigate and, if such  investigation  warrants,
acquire a target company or business seeking the perceived advantages of being a
publicly held corporation.  The Company's  principal  business objective for the
next 12  months  and  beyond  such  time  will be to  achieve  long-term  growth
potential through a combination with an operating business.

The Company, based on proposed business activities,  is a "blank check" company.
The Securities and Exchange  Commission  (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 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
Securities  Exchange Act of 1934,  as amended (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.

We currently have no 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 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.

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. Our officers may be
entitled to receive  compensation from a target company they identify or provide
services to 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.


                                       3
<PAGE>

In evaluating a prospective target business,  we will consider numerous 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 shareholders in the merged entity;

-    growth potential of the target business;

-    capital requirements of the target business;

-    capital available to the target business;

-    stage of development of the target business;

-    proprietary   features  and  degree  of  intellectual   property  or  other
     protection of the target business;

-    the financial statements of the target business; and

-    the regulatory environment in which the target business operates.

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

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

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

As a general rule, federal and state tax laws and regulations have a significant
impact upon the  structuring  of business  combinations.  We will  evaluate  the
possible tax  consequences  of any  prospective  business  combination  and will
endeavor to structure a business combination so as to achieve the most favorable
tax treatment to us, the target business and our respective shareholders.  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 us, the target business, and our respective shareholders.

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.


                                       4
<PAGE>

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  shareholders  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.



ITEM 1A. RISK FACTORS.


RISK FACTORS

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

Conflicts of interest  create the risk that  management may have an incentive to
act  adversely to the interests of other  investors.  A conflict of interest may
arise between our  management's  personal  pecuniary  interest and its fiduciary
duty to our shareholders.  Further,  our management's own pecuniary interest may
at some point  compromise its fiduciary duty to our  shareholders.  In addition,
Mr. Kling and Mr. Warshaw, our sole officers,  are currently involved with other
blank check offerings and conflicts in the pursuit of business combinations with
such other blank check  companies with which they and affiliates of our majority
shareholders  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  ("Rodman &
Renshaw"), a registered broker-dealer and affiliate of our majority shareholder,
may act as our investment  banker,  placement agent or financial  advisor to the
Company in connection with a potential business combination


                                       5
<PAGE>

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 shareholders 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.

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.


                                       6
<PAGE>

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 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 SEC as to our status  under the  Investment  Company Act
and,  consequently,  violation of the Investment Company Act could subject us to
material adverse consequences.

ANY  POTENTIAL  ACQUISITION  OR MERGER WITH A FOREIGN  COMPANY MAY SUBJECT US TO
ADDITIONAL RISKS.

If we enter  into a  business  combination  with a foreign  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.

THERE IS CURRENTLY NO TRADING MARKET FOR OUR COMMON STOCK.

Outstanding  shares of our common  stock  cannot be  offered,  sold,  pledged or
otherwise transferred unless subsequently registered pursuant to, or exempt from
registration  under,  the  Securities  Act of 1933, as amended (the  "Securities
Act") and any other applicable  federal or state securities laws or regulations.
These restrictions will limit the ability of our shareholders to liquidate their
investment.  Further,  shares  of our  common  stock  cannot  be sold  under the
exemptions from  registration  provided by Rule 144 under or Section 4(1) of the
Securities  Act, in accordance  with the letter from Richard K. Wulff,  Chief of
the Office of Small Business Policy of the Securities and Exchange  Commission's
Division of Corporation  Finance,  to Ken Worm of NASD  Regulation,  Inc., dated
January 21, 2000.

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 shareholder approval and may result in
substantial  dilution  in the  percentage  of our common  stock held by our then
existing  shareholders.  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 shareholders.  Our Board of Directors has
the power to issue any or all of such  authorized  but unissued  shares  without
shareholder  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  shareholders  will occur and the
rights of the holders of common stock might be materially adversely affected.


                                       7
<PAGE>

OUR  SHAREHOLDERS 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
shareholders 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 shareholders.  As a result of such
transaction,  our management,  principal shareholders 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
shareholders.

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

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

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

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


                                       8
<PAGE>

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.


ITEM 1B. UNRESOLVED STAFF COMMENTS.

None.


ITEM 2.  PROPERTIES.

Our principal offices are located at 47 School Avenue, Chatham, New Jersey which
are owned by Kirk M. Warshaw,  LLC (the "LLC"),  an  affiliated  company of Kirk
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  to  the  LLC  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.



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


None.


                                     PART II

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


(A) MARKET  INFORMATION.  Our common stock is not trading on any public  trading
market or stock  exchange.  No  assurance  can be given  that any market for our
common stock will ever develop.

(B) HOLDERS.  As of February 28, 2009, there were three record holders of all of
our issued and outstanding shares of common stock.

(C) DIVIDEND POLICY

We have not  declared or paid any cash  dividends on our common stock and do 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 our earnings,  if any, our capital requirements and financial
condition and such other factors as the Board of Directors may consider.


                                       9
<PAGE>

ITEM 6.           SELECTED FINANCIAL DATA.

As a smaller  reporting  company,  as defined  in Rule  12b-2 of the  Securities
Exchange Act of 1934, as amended (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

Our plan is to seek,  investigate,  and  consummate  a merger or other  business
combination,  purchase of assets or other strategic  transaction (i.e. a merger)
with a corporation,  partnership,  limited  liability company or other operating
business  entity (a  "Merger  Target")  desiring  the  perceived  advantages  of
becoming  a  publicly  reporting  and  publicly  held  corporation.  We  have no
operating business,  and conduct minimal operations necessary to meet regulatory
requirements.  Our  ability  to  commence  any  operations  is  contingent  upon
obtaining adequate financial resources.

We are not currently engaged in any business  activities that provide cash flow.
The costs of investigating and analyzing  business  combinations for the next 12
months and beyond such time will be paid with money in our treasury.

During the next twelve months we anticipate incurring costs related to:

(i) filing of Exchange Act reports, and
(ii) identifying and consummating a transaction with a Merger Target.

We  believe  we will be able to meet  these  costs  through  use of funds in our
treasury and additional amounts, as necessary, to be loaned to or invested in us
by our shareholders, management or other investors.

We may  consider  a  business  which has  recently  commenced  operations,  is a
developing  company in need of additional  funds for expansion into new products
or markets, is seeking to develop a new product or service, or is an established
business which may be experiencing financial or operating difficulties and is in
need of additional  capital.  In the  alternative,  a business  combination  may
involve  the  acquisition  of, or merger  with,  a company  which  does not need
substantial  additional capital, but which desires to establish a public trading
market for its shares,  while  avoiding,  among other  things,  the time delays,
significant  expense,  and loss of  voting  control  which may occur in a public
offering.

Messrs.  Kling and Warshaw 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.  No cash
or set  compensation  has or will be paid to any  officer or  director  in their
capacities as such. We do not anticipate hiring any full-time  employees as long
as we are seeking and evaluating business opportunities.

Since  inception,  we had not incurred any material costs or expenses other than
those  associated  with our  minimal  operations  necessary  to meet  regulatory
requirements.  As of December 31, 2008, we had cash on hand of $10,627. Since we
have no revenue or plans to generate  any revenue,  if our  expenses  exceed our
cash currently on hand we will be dependent  upon loans to fund losses  incurred
in excess of our cash.


EQUIPMENT AND EMPLOYEES

As of December 31, 2008,  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 an operating company.


                                       10
<PAGE>

RESULTS OF OPERATIONS

CONTINUING  OPERATING  EXPENSES  FOR THE FISCAL  YEAR ENDED  DECEMBER  31,  2008
COMPARED TO THE FISCAL YEAR ENDED DECEMBER 31, 2007

Because we  currently  do not have,  nor have we ever had since  inception,  any
business operations, we had no revenues during the years ended December 31, 2008
and 2007,  respectively.  Total  expenses for the years ended  December 31, 2008
decreased to $31,142,  as compared to $32,568 for the same period in 2007. These
expenses consist primarily of the legal, accounting,  general administrative and
filing  related  expenses  incurred to prepare and file with the SEC the reports
required  of the  Company  by the  Exchange  Act  and  are of a  continuing  and
recurring nature.


LIQUIDITY AND CAPITAL RESOURCES

We do not  have  any  revenues  from any  operations  absent  a merger  or other
combination with an operating  company and no assurance can be given that such a
merger or other  combination  will  occur or that we can engage in any public or
private sales of our equity or debt securities to raise working capital.  During
the year ended December 31, 2007, $20,000 of cash was contributed to the Company
from an  affiliated  company  that  is also a  shareholder  of the  Company.  On
December 31, 2008 the Company had $10,627 of cash on hand. However,  the Company
also had total current  liabilities  of $68,264 of which  accrued  expenses were
$27,930.  The remainder of the Company's  current  liabilities is comprised of a
related party loan in the amount of $40,334.  We are dependent upon future loans
from our present  shareholders or management and there can be no assurances that
our  present  shareholders  or  management  will  make  any  loans  to  us or on
acceptable terms.

Our present material  commitments are professional and  administrative  fees and
expenses  associated  with the preparation of its filings with the SEC and other
regulatory  requirements.  In the event  that we  engage in any  merger or other
combination  with  an  operating  company,  we  will  have  additional  material
commitments.  Although from time to time, we may be engaged in discussions  with
operating companies  regarding a merger or other combination,  no assurances can
be made that we will engage in any business merger or other business combination
with an operating company within the next twelve months

COMMITMENTS

We do not have any  commitments  which are  required to be  disclosed in tabular
form as of December 31, 2008.

OFF-BALANCE SHEET ARRANGEMENTS

As of December 31,  2008,  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.


                                       11
<PAGE>

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

None.

ITEM 9A(T). CONTROLS AND PROCEDURES.

     (A)  EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

Our  management,  with the  participation  of our president and chief  financial
officer,  carried out an  evaluation  of the  effectiveness  of our  "disclosure
controls and  procedures"  (as defined in the Exchange Act Rules  13a-15(e)  and
15-d-15(e)) as of the end of the period covered by this report (the  "Evaluation
Date").  Based upon that evaluation,  the president and chief financial  officer
concluded that as of the Evaluation Date, our disclosure controls and procedures
are effective to ensure that  information  required to be disclosed by us in the
reports  that  we  file or  submit  under  the  Exchange  Act  (i) is  recorded,
processed,  summarized  and reported,  within the time periods  specified in the
SEC's  rules  and  forms  and  (ii)  is  accumulated  and  communicated  to  our
management,  including our president and chief financial officer, as appropriate
to allow timely decisions regarding required disclosure.

     (B)  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).  Internal control over financial  reporting is a process designed
to provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial  statements for external purposes in accordance
with generally accepted accounting principles. A company's internal control over
financial  reporting  includes those policies and procedures that pertain to the
maintenance of records that, in reasonable detail, accurately and fairly reflect
the  transactions  and  dispositions  of  the  assets  of the  company;  provide
reasonable  assurance  that  transactions  are  recorded as  necessary to permit
preparation  of financial  statements  in  accordance  with  generally  accepted
accounting  principles,  and that receipts and  expenditures  of the company are
being made only in accordance with authorizations of management and directors of
the company;  and provide reasonable  assurance  regarding  prevention or timely
detection of  unauthorized  acquisition,  use, or  disposition  of the company's
assets that could have a material effect on the financial statements.

Because of its inherent  limitations,  internal control over financial reporting
may not prevent or detect misstatements.  Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become
inadequate  because of changes in  conditions,  or that the degree of compliance
with the policies or procedures may deteriorate.

Management  evaluated  our  internal  control  over  financial  reporting  as of
December 31, 2008. In making this  assessment,  management used the criteria set
forth by the Committee of Sponsoring Organizations of the Treadway Commission in
INTERNAL  CONTROL -- INTEGRATED  FRAMEWORK.  As a result of this  assessment and
based on the criteria in this  framework,  management has concluded  that, as of
December 31, 2008, our internal control over financial reporting was effective.

This annual  report does not include an  attestation  report of our  independent
registered  public  accounting  firm regarding  internal  control over financial
reporting. Management's report was not subject to attestation by our independent
registered  public  accounting  firm pursuant to temporary rules of the SEC that
permit us to provide only management's report in this annual report.

     (C)  CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

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

ITEM 9B.   OTHER INFORMATION

None.


                                       12
<PAGE>

                                    PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

The following table sets forth information concerning our officers and directors
as of February 28, 2009:

Name                       Age         Title
----                       ----        -----
Arnold P. Kling             50     President and sole director
Kirk M. Warshaw             50     Chief financial officer and secretary

ARNOLD P. KLING.  Mr. Kling has served as a director since September 2005 and as
our president since November,  2005. Mr. Kling is currently a Managing  Director
of GH Venture Partners,  LLC, a private equity and merchant banking boutique for
which he also served as a Managing  Director  and General  Counsel  from 1995 to
1999.  From 1999 through  August 2005,  Mr. Kling was the  president of Adelphia
Holdings,  LLC,  a  merchant-banking  firm,  as well as the  managing  member of
several private  investment  funds.  From 1993 to 1995 he was a senior executive
and general counsel of a Nasdaq listed  licensing and multimedia  company.  From
1990 through  1993,  Mr. Kling was an associate and partner in the corporate and
financial  services  department of Tannenbaum,  Helpern,  Syracuse & Hirschtritt
LLP, a mid-size  New York law firm.  Mr.  Kling  received a Bachelor  of Science
degree from New York  University in  International  Business in 1980 and a Juris
Doctor degree from Benjamin  Cardozo School of Law in 1983. Mr. Kling  currently
also serves as a director  and  president  of R&R  Acquisition,  VI,  Inc.,  R&R
Acquisition,  VII, Inc., R&R Acquisition,  VIII, Inc., R&R Acquisition IX, Inc.,
R&R  Acquisition  X, Inc.,  Rodman  International  Enterprises  I, Ltd.,  Rodman
International Enterprise II, Ltd., and Rodman International Enterprise III, Ltd.
(each a publicly reporting, non-trading company), 24Holdings, Inc. (OTCBB:TWFH),
Newtown Lane Marketing,  Incorporated  (OTCBB:NTWN) and Mattmar  Minerals,  Inc.
(OTCBB:MTTM).

KIRK M.  WARSHAW  Mr.  Warshaw  has served as our chief  financial  officer  and
secretary,  since November,  2005. Mr. Warshaw is a financial  professional who,
since 1990,  has provided  clients in a multitude of different  industries  with
advice on accounting,  corporate finance, and general business matters. Prior to
starting his own consulting  firm, from 1983 to 1990, he held the various titles
of controller,  chief financial officer,  president, and chief executive officer
at three separate financial  institutions in New Jersey. From 1980 through 1983,
Mr. Warshaw was a Senior  Accountant at the public  accounting firm of Deloitte,
Haskins & Sells.  Mr.  Warshaw is a 1980 graduate of Lehigh  University  and has
been a CPA in New Jersey since 1982.  Mr.  Warshaw is  currently  also the chief
financial  officer and  director of  24Holdings,  Inc.  (OTCBB:TWFH);  the chief
financial officer of R&R Acquisition, VI, Inc., R&R Acquisition,  VII, Inc., R&R
Acquisition,  VIII,  Inc., R&R  Acquisition  IX, Inc., R&R  Acquisition X, Inc.,
Rodman International  Enterprises I, Ltd., Rodman  International  Enterprise II,
Ltd., and Rodman International  Enterprise III, Ltd. (each a publicly reporting,
non-trading company),  Newtown Lane Marketing,  Incorporated  (OTCBB:NTWN),  and
Mattmar  Minerals,  Inc.  (OTCBB:MTTM)  and a director  of two  privately  owned
entities.

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

COMPENSATION AND AUDIT COMMITTEES

As we only have one board  member and given our  limited  operations,  we do not
have separate or  independent  audit or  compensation  committees.  Our Board of
Directors 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  shareholders  may
recommend nominees to our Board of Directors.

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
December 31, 2008 the Reporting  Persons  complied with all  applicable  Section
16(a) reporting requirements.


                                       13
<PAGE>

CODE OF ETHICS

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


ITEM 11. EXECUTIVE COMPENSATION.

Arnold Kling and Kirk Warshaw are our sole officers and Arnold 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  December  31,  2008 and 2007.  No officer or director is
required  to make  any  specific  amount  or  percentage  of his  business  time
available to us.

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


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.


                                       14
<PAGE>


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

The  following  table sets forth  certain  information  as of February  28, 2009
regarding  the number and  percentage of our Common stock (being our only voting
securities) beneficially owned by each officer, 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 directors as a
group.

                                            SHARES OF COMMON
                                           STOCK BENEFICIALLY     PERCENTAGE OF
     NAME OF BENEFICIAL OWNER                  OWNED (1)            OWNERSHIP
---------------------------------          ------------------     --------------
R&R Investments I, LLC
1251 Avenue of the Americas - 20th Floor
New York, NY 10020
Attention: David Horin, CFO                   2,000,000              80.00%

Arnold P. Kling (2)
712 Fifth Avenue - 11th Floor
New York, NY 10019                              400,000              16.00%

Kirk M. Warshaw (3)
47 School Avenue
Chatham, NJ 07928                               100,000               4.00%

All directors and officers (2 persons)
as a group                                      500,000              20.00%

-------------
(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
     February  28, 2009 are deemed to be  outstanding,  but those shares are not
     deemed to be  outstanding  for the  purpose  of  computing  the  percentage
     ownership of any other security holder.

(2)  Mr. Kling is the president and sole director of the Company.

(3)  Mr. Warshaw is our chief financial officer and secretary.

We currently do not maintain any equity compensation plans.


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

Our Board of Directors  consist 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 December 31, 2008 and in January
2009, R&R Investments I, LLC made a $20,000 and $10,000 capital  contribution to
us, respectively.

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.


                                       15
<PAGE>

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

Marcum & Kliegman LLP ("Marcum") is our independent registered public accounting
firm.

AUDIT FEES

The aggregate fees billed by Marcum for professional  services  rendered for the
audit of our annual  financial  statements  and review of  financial  statements
included in our  quarterly  reports on Form 10-Q or services  that are  normally
provided in connection  with statutory and  regulatory  filings were $18,000 and
$18,000 for the fiscal years ended December 31, 2008 and 2007, respectively.

AUDIT-RELATED FEES

There were no fees billed by Marcum for assurance and related  services that are
reasonably  related to the  performance  of the audit or review of our financial
statements for the fiscal years ended December 31, 2008 and 2007.

TAX FEES

There  were  no  fees  billed  by  Marcum  for  professional  services  for  tax
compliance, tax advice, and tax planning for the fiscal years ended December 31,
2008 and 2007.

ALL OTHER FEES

There were no fees  billed by Marcum for other  products  and  services  for the
fiscal years ended December 31, 2008 and 2007.

PRE-APPROVAL POLICY

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


                                       16
<PAGE>


                                     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.

          o    Report of Independent Registered Public Accounting Firm (2008 and
               2007)

          o    Balance Sheets at December 31, 2008 and 2007

          o    Statements  of Operations  for the years ended  December 31, 2008
               and 2007,  and for the  cumulative  period from February 14, 2005
               (Date of Inception) to December 31, 2008

          o    Statements of Changes in Shareholders'  Deficiency for the period
               from February 14, 2005 (Date of Inception) to December 31, 2008

          o    Statements  of Cash Flows for the years ended  December  31, 2008
               and 2007,  and for the  cumulative  period from February 14, 2005
               (Date of Inception) to December 31, 2008

          o    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.

    EXHIBIT
       NO.                   DESCRIPTION
    -------                  -----------
       3.1     Certificate of Incorporation(1)
       3.2     Amendment to Certificate of Incorporation(1)
       3.3     By-laws(1)
      10.1     Occupancy  Agreement  between R&R Acquisition V, Inc. and Kirk M.
               Warshaw, LLC *
      31.1     Chief Executive Officer Certification  pursuant to section 302 of
               the Sarbanes-Oxley Act of 2002*
      31.2     Chief Financial Officer Certification  pursuant to section 302 of
               the Sarbanes-Oxley Act of 2002*
      32.1     Chief Executive Officer Certification  pursuant to section 906 of
               the Sarbanes-Oxley Act of 2002.*
      32.2     Chief Financial Officer Certification  pursuant to section 906 of
               the Sarbanes-Oxley Act of 2002.*

----------------------------
*    Included herewith.
(1)  Filed as an exhibit to the Company's  registration statement on Form 10-SB,
     as filed with the Securities  and Exchange  Commission on January 19, 2006,
     and incorporated herein by this reference.


                                       17
<PAGE>


                                   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 V, Inc.

Date: March 11, 2009


                                             By: /s/ ARNOLD P. KLING
                                             -----------------------------------
                                             Arnold P. Kling, President


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

Date: March 11, 2009


                                    By: /s/ ARNOLD P. KLING
                                    --------------------------------------------
                                    Arnold P. Kling, President and Director
                                    (Principal Executive Officer)



Date: March 11, 2009


                                    By: /s/ KIRK M. WARSHAW
                                    --------------------------------------------
                                    Kirk M. Warshaw, Chief Financial Officer
                                    (Principal Financial and Accounting Officer)


                                       18
<PAGE>


                             R&R Acquisition V, Inc.
                          (A Development Stage Company)

                          INDEX TO FINANCIAL STATEMENTS


<TABLE>
<CAPTION>

                                                                                                               PAGE
                                                                                                               ----
<S>                                                                                                   <C>
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM                                                         F-2


FINANCIAL STATEMENTS

  Balance Sheets as of December 31, 2008 and 2007                                                               F-3

  Statements of Operations for the years ended December 31, 2008 and 2007, and for the
     cumulative period from February 14, 2005 (Date of Inception) to December 31, 2008                          F-4

  Statements of Changes in Shareholders' Deficiency for the period from
     February 14, 2005 (Date of Inception) to December 31, 2008                                                 F-5

  Statements of Cash Flows for the years ended December 31, 2008 and 2007, and for the
     cumulative period from February 14, 2005 (Date of Inception) to December 31, 2008                          F-6


NOTES TO FINANCIAL STATEMENTS                                                                            F-7 to F-9
</TABLE>


                                      F-1
<PAGE>


             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


To the Board of Directors and Shareholders
R&R Acquisition V, Inc.


We have audited the  accompanying  balance sheets of R&R  Acquisition V, Inc. (A
Development Stage Company) ("the Company") as of December 31, 2008 and 2007, and
the related statements of operations,  changes in shareholders' deficiency,  and
cash flows for the years ended December 31, 2008 and 2007 and for the cumulative
period from February 14, 2005 (Date of  Inception)  to December 31, 2008.  These
financial  statements are the  responsibility of the Company's  management.  Our
responsibility  is to express an opinion on these financial  statements based on
our audit.

We conducted our 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.  The Company is not  required to
have,  nor were we engaged to perform,  an audit of its  internal  control  over
financial reporting.  Our audit included  consideration of internal control over
financial  reporting  as  a  basis  for  designing  audit  procedures  that  are
appropriate  in the  circumstances,  but not for the  purpose of  expressing  an
opinion on the  effectiveness  of the Company's  internal control over financial
reporting.  Accordingly,  we express  no such  opinion.  An audit also  includes
examining,  on a test basis,  evidence supporting the amounts and disclosures in
the  financial   statements,   assessing  the  accounting  principles  used  and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audits  provide  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  V, Inc. (a
Development  Stage  Company) as of  December  31,  2008,  and the results of its
operations  and its cash flows for the years ended  December  31, 2008 and 2007,
and for the  cumulative  period from  February 14, 2005 (Date of  Inception)  to
December 31, 2008 in conformity with accounting principles generally accepted in
the United States of America.



/s/ Marcum & Kliegman LLP

New York, New York
March 4, 2009


                                      F-2
<PAGE>


                             R&R ACQUISITION V, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                                 BALANCE SHEETS

                                                               DECEMBER 31,
                                 ASSETS                     2008         2007
                                 ------                     ----         ----


Cash (TOTAL ASSETS)                                      $  10,627    $  16,175
                                                         =========    =========

           LIABILITIES AND SHAREHOLDERS' DEFICIENCY

Current Liabilities

   Accrued expenses                                      $  27,930    $  22,336
   Loan payable - related party                             40,334       40,334
                                                         ---------    ---------
TOTAL CURRENT LIABILITIES                                $  68,264    $  62,670



SHAREHOLDERS' DEFICIENCY
Preferred stock; $.0001 par value; 10,000,000
   shares authorized, none issued and outstanding        $      --    $      --
Common stock, $.0001 par value; 75,000,000
   shares authorized, 2,500,000 issued and outstanding         250          250

Additional Paid-in Capital                                  65,800       45,800

Deficit accumulated during the developmental stage        (123,687)     (92,545)
                                                         ---------    ---------
   TOTAL SHAREHOLDERS' DEFICIENCY                          (57,637)     (46,495)
                                                         ---------    ---------


TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIENCY           $  10,627    $  16,175
                                                         =========    =========


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


                                      F-3
<PAGE>


                             R&R ACQUISITION V, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                            STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>

                                                                                 For the cumulative
                                                  For the Years Ended            period from February
                                                      December 31,                14, 2005 (Date of
                                           --------------------------------         Inception) to
                                               2008                 2007          December 31, 2008
                                               ----                 ----         --------------------
<S>                                        <C>                  <C>                  <C>
Expenses
     Professional fees                     $    27,500          $    29,707          $   101,707
     Formation and other costs                   3,642                2,861               21,980
                                           -----------          -----------          -----------
Net loss                                   $   (31,142)         $   (32,568)         $  (123,687)
                                           ===========          ===========          ===========

Weighted average number of common shares
outstanding - basic and diluted              2,500,000            2,500,000
                                           ===========          ===========

Net loss per share -
basic and diluted                          $     (0.01)         $     (0.01)
                                           ===========          ===========
</TABLE>


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


                                      F-4
<PAGE>


                             R&R ACQUISITION V, INC.
                          (A DEVELOPMENT STAGE COMPANY)

                STATEMENT OF CHANGES IN SHAREHOLDERS' DEFICIENCY
 FOR THE PERIOD FROM FEBRUARY 14, 2005 (DATE OF INCEPTION) TO DECEMBER 31, 2008
<TABLE>
<CAPTION>

                                                                                                                           Deficit
                                                                                                                         Accumulated
                                                  Preferred Stock - Par value    Common Stock - Par value     Additional  During the
                                                       of $.0001 per share         of $.0001 per share         Paid-in   Development
                                                    Shares           Amount         Shares        Amount       Capital      Stage
                                                  ------------     ------------  ------------ -------------   ---------- -----------
<S>                                               <C>                <C>        <C>           <C>            <C>         <C>
Common shares issued (March 29, 2005)                  --               $   --     2,000,000     $     200     $      --  $      --

Proceeds received from subscriber of common stock
  (October 25, 2005)                                   --                   --            --            --            --         --

Contributed capital, October 25, 2005                  --                   --            --            --        24,800         --

Common stock subscribed (October 31, 2005              --                   --       500,000            50            --         --

Net loss                                               --                   --            --            --            --    (30,989)
                                                       --               ------     ---------     ---------     ---------  ---------
Balance at December 31, 2005                           --                   --     2,500,000           250        24,800    (30,989)

Proceeds received from subscriber of common stock      --                   --            --            --            --         --

Net loss                                               --                   --            --            --            --    (28,988)
                                                       --               ------     ---------     ---------     ---------  ---------
Balance at December 31, 2006                           --                   --     2,500,000           250        24,800    (59,977)

Contributed capital, March 30, 2007 and
  November 27, 2007                                    --                   --            --            --        21,000         --

Net loss                                               --                   --            --            --            --    (32,568)
                                                       --               ------     ---------     ---------     ---------  ---------
Balance at December 31, 2007                           --                   --     2,500,000           250        45,800    (92,545)


Contributed capital, July 25, 2008                     --                   --            --            --        20,000         --

Net loss                                               --                   --            --            --            --    (31,142)
                                                       --               ------     ---------     ---------     ---------  ---------
Balance at December 31, 2008                           --               $   --     2,500,000     $     250     $  65,800  $(123,687)
                                                       ==               ======     =========     =========     =========  =========
</TABLE>


                                                      Common        Total
                                                      Stock      Stockholders'
                                                    Subscribed    Deficiency
                                                   ------------- -------------
Common shares issued (March 29, 2005)              $    (200)     $      --

Proceeds received from subscriber of common stock
(October 25, 2005)                                       200            200

Contributed capital, October 25, 2005                     --         24,800

Common stock subscribed (October 31, 2005                (50)            --

Net loss                                                  --        (30,989)
                                                   ---------      ---------
Balance at December 31, 2005                             (50)        (5,989)

Proceeds received from subscriber of common stock         50             50

Net loss                                                  --        (28,988)
                                                   ---------      ---------
Balance at December 31, 2006                              --        (34,927)

Contributed capital, March 30, 2007 and
  November 27, 2007                                       --         21,000

Net loss                                                  --        (32,568)
                                                   ---------      ---------
Balance at December 31, 2007                              --        (46,495)


Contributed capital, July 25, 2008                        --         20,000

Net loss                                                  --        (31,142)
                                                   ---------      ---------
Balance at December 31, 2008                       $      --      $ (57,637)
                                                   =========      =========


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


                                      F-5
<PAGE>


                             R&R ACQUISITION V, INC.
                          (A Development Stage Company)
                            STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>

                                                                                                       For the cumulative
                                                                                                          period from
                                                                 For the Years Ended December 31,      February 14, 2005
                                                             ---------------------------------------   (Date of Inception)
                                                                                                         to December 31,
                                                                   2008                  2007                2008
                                                             ------------------    -----------------   --------------------
<S>                                                             <C>                  <C>                  <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss                                                        $ (31,142)           $ (32,568)           $(123,687)
Changes in operating assets and liabilities
                   Increase in accrued expenses                     5,594               10,336               27,930
                                                                ---------            ---------            ---------
NET CASH USED IN OPERATING ACTIVITIES
                                                                  (25,548)             (22,232)             (95,757)
                                                                ---------            ---------            ---------

CASH FLOWS FROM FINANCING ACTIVITIES
                   Proceeds received from subscribers sale of
                   common stock                                        --                   --                  250
                   Contributed capital                             20,000               21,000               65,800
                   Proceeds from related party loan                    --                   --               40,334
                                                                ---------            ---------            ---------
NET CASH PROVIDED BY FINANCING ACTIVITIES
                                                                   20,000               21,000              106,384
                                                                ---------            ---------            ---------

NET (DECREASE) INCREASE IN CASH                                    (5,548)              (1,232)              10,627

CASH AT BEGINNING OF PERIOD                                     $  16,175            $  17,407            $      --
                                                                ---------            ---------            ---------

CASH AT END OF PERIOD                                              10,627               16,175               10,627
                                                                =========            =========            =========

SUPPLEMENTAL DISCLOSURE OF CASH FLOWS  INFORMATION

                   Interest paid                                $      --            $      --            $      --
                                                                =========            =========            =========
                   Income taxes                                 $      --            $      --            $      --
                                                                =========            =========            =========
Non-Cash Financing
Activities
Common Stock Subscribed                                         $      --            $      --            $      --
</TABLE>

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


                                      F-6
<PAGE>


                             R&R ACQUISITION V, INC.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS

NOTE 1 - ORGANIZATION, BUSINESS AND OPERATIONS

R&R  Acquisition V, Inc. (the  "Company") was  incorporated in Delaware with the
objective to acquire, or merge with, an operating  business.  As of December 31,
2008, the Company had not commenced any active operations.

The Company, based on proposed business activities,  is a "blank check" company.
The Securities and Exchange  Commission defines such a company as "a development
stage company" that has no specific  business plan or purpose,  or has indicated
that  its  business  plan  is to  engage  in a  merger  or  acquisition  with an
unidentified  company or  companies,  or other  entity or person;  and is issued
`penny stock,' as defined in Rule 3a 51-1 under the  Securities  Exchange Act of
1934. Many states have enacted statutes, rules and regulations limiting the sale
of  securities  of "blank check"  companies in their  respective  jurisdictions.
Management does not intend to undertake any efforts to cause a market to develop
in its securities, either debt or equity, until the Company concludes a business
combination.

The Company was organized as a vehicle to investigate and, if such investigation
warrants,  acquire a target company or business seeking the perceived advantages
of being a publicly  held  corporation  and, to a lesser  extent that desires to
employ the Company's funds in its business.

The Company's  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
shareholders,  management or other  investors when needed.  Although the Company
anticipates that its cash-on-hand is sufficient to satisfy its cash requirements
for at least the next twelve  months;  however;  the Company can not provide any
assurance that it will not encounter unforeseen  circumstances that could have a
negative  effect  on its  liquidity  or that in the  event it  needs  additional
capital  that capital will be available  from its  shareholders,  management  or
other investors, if necessary.


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

USE OF ESTIMATES

The preparation of financial statements in conformity with accounting principles
generally  accepted in the United States of America requires  management to make
estimates  and  assumptions  that  affect  the  reported  amounts  of assets and
liabilities  and disclosure of contingent  assets and liabilities at the date of
the financial statements and reported amounts of revenue and expenses during the
reporting period. Actual results could differ from those estimates.

DEVELOPMENT STAGE COMPANY

The Company has not generated any revenues to date; accordingly,  the Company is
considered  a  development  stage  company as defined  in  Financial  Accounting
Standards  Board  No.  7,  "Accounting  and  Reporting  for  Development   Stage
Companies."  The  Company is  subject  to a number of risks  similar to those of
other companies in an early stage of development.

CASH AND CASH EQUIVALENTS

For  purposes  of the  statement  of  cash  flows,  the  Company  considers  all
short-term  investments with an original  maturity of three months or less to be
cash  equivalents.  The Company had no cash  equivalents as of December 31, 2008
and 2007.


                                      F-7
<PAGE>

                             R&R ACQUISITION V, INC.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED

INCOME TAXES

The Company accounts for income taxes using the liability method, which requires
the   determination  of  deferred  tax  assets  and  liabilities  based  on  the
differences  between the financial and tax bases of assets and liabilities using
enacted tax rates in effect for the year in which  differences  are  expected to
reverse. Deferred tax assets are adjusted by a valuation allowance, if, based on
the weight of available  evidence,  it is more likely than not that some portion
or all of the deferred tax assets will not be realized.

The Company adopted the provisions of FASB  Interpretation  No. 48,  "Accounting
for Uncertainty in Income Taxes - an  interpretation  of FASB Statement No. 109"
("FIN  48").  FIN  48  prescribes  a  recognition  threshold  and a  measurement
attribute  for  the  financial  statement  recognition  and  measurement  of tax
positions  taken or expected to be taken in a tax return.  For those benefits to
be recognized,  a tax position must be more-likely-than-not to be sustained upon
examination by taxing  authorities.  Differences  between tax positions taken or
expected to be taken in a tax return and the  benefit  recognized  and  measured
pursuant to the  interpretation  are referred to as "unrecognized  benefits".  A
liability is recognized (or amount of net operating loss carry forward or amount
of tax  refundable  is  reduced)  for an  unrecognized  tax  benefit  because it
represents an enterprise's  potential future  obligation to the taxing authority
for a tax  position  that  was  not  recognized  as a  result  of  applying  the
provisions of FIN 48.

In accordance with FIN 48,  interest costs related to unrecognized  tax benefits
are  required  to be  calculated  (if  applicable)  and would be  classified  as
"Interest expense, net" in the consolidated statements of operations.  Penalties
would be recognized as a component of "General and administrative  expenses". In
many cases the  Company's  uncertain tax positions are related to tax years that
remain  subject to examination  by relevant tax  authorities.  The Company files
income tax returns in the United States (federal) and in various state and local
jurisdictions.  In most instances,  the Company is no longer subject to federal,
state and local income tax  examinations  by tax  authorities for years prior to
2005.

Management has evaluated and concluded  that there are no significant  uncertain
tax positions requiring  recognition in the Company's financial statements as of
December 31, 2008 and 2007.  The evaluation was performed for the tax period for
the year ended December 31, 2008 and 2007, the tax years which remain subject to
examination  for  federal,  New York  State  and New York  City  purposes  as of
December 31, 2008 and 2007.

At December  31, 2008,  the Company has a net  operating  loss carry  forward of
approximately $112,000 which will expire from 2025 to 2028 as follows:

                           Net Operating Loss

                   EXPIRE              AMOUNT
                   ------              ------
                    2025             $ 19,000
                    2026               29,000
                    2027               33,000
                    2028               31,000
                                     --------
                                     $112,000
                                     --------

Based on the fact that the Company has not generated  revenues since  inception,
the  deferred  tax  asset of  approximately  $44,000  has been  offset by a full
valuation  allowance.  The effective tax rate of 39% before giving effect to the
valuation  allowance  differs from the statutory rate of 34%  principally due to
state income taxes.  The valuation  allowance  increased  approximately  $12,000
during the year ended December 31, 2008.

The Company's ability to utilize its carry forwards may be subject to any annual
limitation in future periods, pursuant to Section
382 of the Internal Revenue Code of 1986, as amended.


                                      F-8
<PAGE>

                             R&R ACQUISITION V, INC.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS

LOSS PER SHARE

Basic and diluted net loss per share is computed by dividing the net loss by the
weighted-average number of shares of common stock outstanding during the period.
The Company did not have common stock equivalents  outstanding  during the years
ended December 31, 2008 and 2007 and for the period from February 14, 2005 (Date
of Inception) to December 31, 2008.


NOTE 3 - LOAN PAYABLE - RELATED PARTY

As of  December  31,  2008,  the  Company  has a loan  payable  of $40,334 to an
affiliate.  The loan is non-interest  bearing and is payable on demand. The loan
is uncollateralized.


NOTE 4 - COMMON STOCK

On February 14, 2005 the Company sold  2,000,000  shares of its common stock for
$200. The common stock was sold to an accredited related party investor pursuant
to a Private  Placement  Offering at par value. The shareholder also contributed
an additional amount of $ 24,800 on October 25, 2005

On October 31, 2005,  the Company sold 500,000  shares of its common stock for $
50. The common stock was sold to two accredited related party investors pursuant
to a Private Placement Offering at par value.

An accredited  related  party  investor  contributed  $20,000 and $21,000 to the
Company during the years ended December 31, 2008 and 2007, respectively.


                                      F-9
<PAGE>

                             R&R ACQUISITION V, INC.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS

NOTE 5 - 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 6 - NEW ACCOUNTING STANDARDS

Management  does not believe that any recently  issued,  but not yet  effective,
accounting standards,  if currently adopted, would have a material effect on the
accompanying financial statements.


NOTE 7 - COMMITMENTS AND CONTINGENCIES


OFFICE SPACE
The Company  utilizes the office space and equipment of its officer and director
at no cost on a month to month basis.  Management  estimates  such amounts to be
immaterial.


NOTE 8 - SUBSEQUENT EVENT

In January 2009, a shareholder  contributed $10,000 for working capital purposes
and it was recorded as additional paid in capital.

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.


                                      F-10