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Delaware
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56-2590442
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(State
or Other Jurisdiction of
Incorporation
or Organization)
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(I.R.S.
Employer
Identification
No.)
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Large
accelerated filer
¨
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Accelerated
filer
¨
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Non-accelerated
filer
¨
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Smaller
reporting company
x
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PART
I
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||
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Item
1.
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Business
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3
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Item
1A.
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Risk
Factors
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6
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Item
1B.
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Unresolved
Staff Comments
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9
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Item
2.
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Properties
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9
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Item
3.
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Legal
Proceedings
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9
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Item
4.
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[Removed
and Reserved]
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10
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PART
II
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||
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Item
5.
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Market
for Registrant's Common Equity, Related Stockholder Matters and Issuer
Purchases of Equity Securities
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10
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Item
6.
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Selected
Financial Data
|
10
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Item
7.
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Management's
Discussion and Analysis of Financial Condition and Results of
Operations
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10
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Item
7A.
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Quantitative
and Qualitative Disclosures About Market Risk
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12
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Item
8.
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Financial
Statements and Supplementary Data
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12
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Item
9.
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Change
in and Disagreements with Accountants on Accounting and Financial
Disclosure
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12
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Item
9A.
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Controls
And Procedures
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12
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Item
9B.
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Other
Information
|
13
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PART III
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||
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Item
10.
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Directors,
Executive Officers, and Corporate Governance
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13
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Item
11.
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Executive
Compensation.
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14
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Item
12.
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Security
Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters.
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15
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Item
13.
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Certain
Relationships and Related Transactions, and Director
Independence
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16
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Item
14.
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Principal
Accountant Fees and Services
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16
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PART
IV
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Item
15.
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Exhibits
and Financial Statement Schedules.
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16
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-
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experience
and skill of management and availability of additional personnel of the
target business;
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-
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costs
associated with effecting the business
combination;
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-
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equity
interest retained by our stockholders in the merged
entity;
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-
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growth
potential of the target business;
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-
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capital
requirements of the target
business;
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-
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capital
available to the target business;
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-
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stage
of development of the target
business;
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-
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proprietary
features and degree of intellectual property or other protection of the
target business;
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-
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the
financial statements of the target business;
and
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-
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the
regulatory environment in which the target business
operates.
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ITEM 4.
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[REMOVED
AND RESERVED]
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ITEM 5.
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MARKET
FOR OUR COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER
PURCHASES OF EQUITY
SECURITIES.
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ITEM 6.
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SELECTED
FINANCIAL DATA.
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ITEM 7.
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MANAGEMENT’S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS.
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ITEM
7A.
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QUANTITATIVE
AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK.
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ITEM
8.
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FINANCIAL
STATEMENTS AND SUPPLEMENTARY DATA.
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ITEM
9.
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CHANGES
IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE.
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ITEM
9A.
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CONTROLS
AND PROCEDURES.
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ITEM
10.
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DIRECTORS,
EXECUTIVE OFFICERS AND CORPORATE
GOVERNANCE.
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Name
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Age
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Title
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||
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Arnold
P. Kling
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52
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President
and director
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Kirk
M. Warshaw
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52
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Chief
financial officer and
secretary
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ITEM
11.
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EXECUTIVE
COMPENSATION.
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ITEM
12.
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SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
STOCKHOLDER MATTERS.
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Name of Beneficial Owner
|
Shares of
Common Stock
Beneficially
Owned (1)
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Percentage of
Ownership
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||||||
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R&R
Investments VI, LLC
1251
Avenue of the Americas – 20
th
Floor
New
York, NY 10020
Attention:
David Horin, CFO
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2,000,000 | 80.0 | % | |||||
|
Arnold
P. Kling (2)
712
Fifth Avenue – 11
th
Floor
New
York, NY 10019
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400,000 | 16.0 | % | |||||
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Kirk
M. Warshaw (3)
133
Summit Ave. Suite 22
Summit,
NJ 07901
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100,000 | 4.0 | % | |||||
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All Directors and Officers (2 persons) as a
group
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500,000 | 20.0 | % | |||||
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(1)Unless
otherwise indicated, we have been advised that all individuals or entities
listed have the sole power to vote and dispose of the number of shares set
forth opposite their names. For purposes of computing the number and
percentage of shares beneficially owned by a security holder, any shares
which such person has the right to acquire within 60 days of September 1,
2010 are deemed to be outstanding, but those shares are not deemed to be
outstanding for the purpose of computing the percentage ownership of any
other security holder.
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(2)Arnold
P. Kling, our president and sole
director..
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ITEM
13.
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CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE.
|
|
ITEM
14.
|
PRINCIPAL
ACCOUNTANT FEES AND SERVICES.
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(a)
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The
following documents are filed as part of this
Report:
|
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·
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Report
of Independent Registered Public Accounting
Firm
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|
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·
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Balance
Sheets at June 30, 2010 and 2009
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·
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Statements
of Operations for the years ended June 30, 2010 and 2009 and for the
period from June 2, 2006 (Date of Inception) to June 30,
2010
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·
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Statements
of Changes in Stockholders’ Equity (Deficit) for the period from June 2,
2006 (Date of Inception) to June 30,
2010
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·
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Statements
of Cash Flows for the years ended June 30, 2010 and 2009 and for the
period from June 2, 2006 (Date of Inception) to June 30,
2010
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·
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Notes
to Financial Statements
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Exhibit
No.
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Description
|
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3.1
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Certificate
of Incorporation(1)
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3.2
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By-Laws
(1)
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10.1
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Occupancy
Agreement between R&R Acquisition VI, Inc. and Kirk M. Warshaw, LLC
(2)
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31.1
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Chief
Executive Officer Certification pursuant to section 302 of the
Sarbanes-Oxley Act of 2002*
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31.2
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Chief
Financial Officer Certification pursuant to section 302 of the
Sarbanes-Oxley Act of 2002*
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32.1
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Chief
Executive Officer Certification pursuant to section 906 of the
Sarbanes-Oxley Act of 2002.*
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32.2
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Chief
Financial Officer Certification pursuant to section 906 of the
Sarbanes-Oxley Act of 2002.*
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(1)
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Filed
as an exhibit to the Company's registration statement on Form 10-SB, as
filed with the Securities and Exchange Commission on July 10, 2006, and
incorporated herein by this
reference
|
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(2)
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Previously
filed as an Exhibit in the company’s quarterly report on Form 10-Q for the
period ended March 31, 2009, and incorporated herein by
reference.
|
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R&R
ACQUISITION VI, INC.
|
|||
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Date:
September 23, 2010
|
|||
|
By:
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/s/Arnold P. Kling
|
||
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Arnold
P. Kling,
President
|
|||
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/s/Arnold P. Kling
|
||
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Arnold
P. Kling, President and Sole Director
|
||
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(Principal
Executive Officer)
|
||
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/s/Kirk M. Warshaw
|
||
|
Kirk
M. Warshaw, Chief Financial Officer
|
||
|
(Principal
Financial and Accounting
Officer)
|
||
|
Report
of Independent Registered Public Accounting Firm
|
F-2
|
|
|
Financial
Statements:
|
||
|
Balance
Sheets as of June 30, 2010 and 2009
|
F-3
|
|
|
Statements
of Operations for the Years Ended June 30, 2010 and 2009 and for the
period from June 2, 2006 (Inception) through June 30, 2010
|
F-4
|
|
|
Statement
of Changes in Stockholders' Equity (Deficit) for the period from June 2,
2006 (Inception) through June 30, 2010
|
F-5
|
|
|
Statements
of Cash Flows for the Years Ended June 30, 2010 and 2009 and for the
period from June 2, 2006 (Inception) through June 30, 2010
|
F-6
|
|
|
Notes
to Financial Statements
|
|
F-7
to F-10
|
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/s/SHERB
& CO, LLP
|
|
|
Certified
Public Accountants
|
|
June 30,
|
||||||||
|
2010
|
2009
|
|||||||
|
ASSETS
|
||||||||
|
Current
Assets
|
||||||||
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Cash
and cash equivalents
|
$ | 12,012 | $ | 8,688 | ||||
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TOTAL
ASSETS
|
$ | 12,012 | $ | 8,688 | ||||
|
LIABILITIES AND STOCKHOLDERS' EQUITY
(DEFICIT)
|
||||||||
|
Current
Liabilities
|
||||||||
|
Accrued
expenses
|
$ | 12,358 | $ | 11,508 | ||||
|
TOTAL
CURRENT LIABILITIES
|
12,358 | 11,508 | ||||||
|
STOCKHOLDERS'
EQUITY (DEFICIT)
|
||||||||
|
Preferred
stock; $.0001 par value, 10,000,000 shares authorized, none issued and
outstanding
|
- | - | ||||||
|
Common
stock, $.0001 par value, 75,000,000 shares authorized, 2,500,000 shares
issued and outstanding
|
250 | 250 | ||||||
|
Additional
paid-in capital
|
113,000 | 90,000 | ||||||
|
Deficit
accumulated during the development period
|
(113,596 | ) | (93,070 | ) | ||||
|
TOTAL STOCKHOLDERS’
EQUITY (DEFICIT)
|
(346 | ) | (2,820 | ) | ||||
|
TOTAL
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
|
$ | 12,012 | $ | 8,688 | ||||
|
For the period from
June 2, 2006
|
||||||||||||
|
Year Ended
|
(Date of Inception)
|
|||||||||||
|
June 30,
|
to
|
|||||||||||
|
2010
|
2009
|
June 30, 2010
|
||||||||||
|
Expenses
|
||||||||||||
|
Professional
fees
|
$ | 17,500 | $ | 17,000 | $ | 97,250 | ||||||
|
Printing
and filing fees
|
3,030 | 3,020 | 16,451 | |||||||||
|
Total
operating expenses
|
20,530 | 20,020 | 113,701 | |||||||||
|
Other
Income
|
||||||||||||
|
Interest
Income
|
4 | 11 | 105 | |||||||||
|
Net
loss
|
$ | (20,526 | ) | $ | (20,009 | ) | $ | (113,596 | ) | |||
|
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 | ) | ||||||
|
Deficit
|
||||||||||||||||||||||||||||
|
Accumulated
|
Total
|
|||||||||||||||||||||||||||
|
Preferred Stock- Par value
|
Common Stock- Par value
|
Additional
|
During the
|
Stockholders'
|
||||||||||||||||||||||||
|
of $.0001 per share
|
of $.0001 per share
|
Paid-in
|
Development
|
Equity
|
||||||||||||||||||||||||
|
Shares
|
Amount
|
Shares
|
Amount
|
Capital
|
Stage
|
(Deficit)
|
||||||||||||||||||||||
|
Common
shares issued (inception)
|
- | $ | - | 2,500,000 | $ | 250 | $ | - | $ | - | $ | (250 | ) | |||||||||||||||
|
(June
2, 2006 $0.0001 per share)
|
||||||||||||||||||||||||||||
|
Contributed
capital, June 8, 2006
|
- | - | - | - | 40,000 | - | 40,000 | |||||||||||||||||||||
|
Net
loss
|
- | - | - | - | - | (18,483 | ) | (18,483 | ) | |||||||||||||||||||
|
Balance
at June 30, 2006
|
- | - | 2,500,000 | 250 | 40,000 | (18,483 | ) | 21,767 | ||||||||||||||||||||
|
Contributed
capital
|
- | - | - | - | 12,500 | - | 12,500 | |||||||||||||||||||||
|
Net
loss
|
- | - | - | - | - | (29,687 | ) | (29,687 | ) | |||||||||||||||||||
|
Balance
at June 30, 2007
|
- | - | 2,500,000 | 250 | 52,500 | (48,170 | ) | 4,580 | ||||||||||||||||||||
|
Contributed
capital
|
- | - | - | - | 7,000 | - | 7,000 | |||||||||||||||||||||
|
Net
loss
|
- | - | - | - | - | (24,891 | ) | (24,891 | ) | |||||||||||||||||||
|
Balance
at June 30, 2008
|
- | - | 2,500,000 | 250 | 59,500 | (73,061 | ) | (13,311 | ) | |||||||||||||||||||
|
Contributed
capital
|
- | - | - | - | 30,500 | - | 30,500 | |||||||||||||||||||||
|
Net
loss
|
- | - | - | - | - | (20,009 | ) | (20,009 | ) | |||||||||||||||||||
|
Balance
at June 30, 2009
|
- | - | 2,500,000 | 250 | 90,000 | (93,070 | ) | (2,820 | ) | |||||||||||||||||||
|
Contributed
capital
|
- | - | - | - | 23,000 | - | 23,000 | |||||||||||||||||||||
|
Net
loss
|
- | - | - | - | - | (20,526 | ) | (20,526 | ) | |||||||||||||||||||
|
Balance
at June 30, 2010
|
- | $ | - | 2,500,000 | $ | 250 | $ | 113,000 | $ | (113,596 | ) | $ | (346 | ) | ||||||||||||||
|
For the cumulative
period from
|
||||||||||||
|
June 2, 2006
|
||||||||||||
|
For the Years Ended June 30,
|
(Date of Inception)
|
|||||||||||
|
2010
|
2009
|
to June 30, 2010
|
||||||||||
|
CASH
FLOWS FROM OPERATING ACTIVITIES
|
||||||||||||
|
Net
loss
|
$ | (20,526 | ) | $ | (20,009 | ) | $ | (113,596 | ) | |||
|
Changes
in operating assets and liabilities
|
||||||||||||
|
Increase
(decrease) in accrued expenses
|
850 | (4,450 | ) | 12,358 | ||||||||
|
NET
CASH USED IN OPERATING ACTIVITIES
|
(19,676 | ) | (24,459 | ) | (101,238 | ) | ||||||
|
CASH
FLOWS FROM FINANCING ACTIVITIES
|
||||||||||||
|
Proceeds
received from subscribers of common stock
|
- | - | 250 | |||||||||
|
Contributed
capital
|
23,000 | 30,500 | 113,000 | |||||||||
|
NET
CASH PROVIDED BY FINANCING ACTIVITIES
|
23,000 | 30,500 | 113,250 | |||||||||
|
NET
INCREASE IN CASH AND CASH EQUIVALENTS
|
3,324 | 6,041 | 12,012 | |||||||||
|
CASH
AND CASH EQUIVALENTS AT BEGINNING OF PERIOD
|
8,688 | 2,647 | - | |||||||||
|
CASH
AND CASH EQUIVALENTS AT END OF PERIOD
|
$ | 12,012 | $ | 8,688 | $ | 12,012 | ||||||
|
SUPPLEMENTAL
DISCLOSURE OF CASH FLOWS
|
||||||||||||
|
INFORMATION
|
||||||||||||
|
Interest
paid
|
$ | - | $ | - | $ | - | ||||||
|
Income
taxes paid
|
$ | - | $ | - | $ | - | ||||||
|
June 30,
|
||||||||
|
2010
|
2009
|
|||||||
|
Deferred
tax assets and liabilities consist of the following:
|
||||||||
|
Deferred
tax assets:
|
||||||||
|
Net
operating loss carry forwards
|
$ | 45,000 | $ | 37,000 | ||||
|
Less
valuation allowance
|
$ | (45,000 | ) | $ | (37,000 | ) | ||
| $ | — | $ | — | |||||
|
June 30,
|
|||||||
|
2010
|
2009
|
||||||
|
Provision
for expected federal statutory rate
|
(35 | )% | (35 | )% | |||
|
Loss
for which no benefit is available or a valuation allowance has been
recorded
|
35 | % | 35 | % | |||
| — | % | — | % | ||||
No information found
* THE VALUE IS THE MARKET VALUE AS OF THE LAST DAY OF THE QUARTER FOR WHICH THE 13F WAS FILED.
| FUND | NUMBER OF SHARES | VALUE ($) | PUT OR CALL |
|---|
| DIRECTORS | AGE | BIO | OTHER DIRECTOR MEMBERSHIPS |
|---|
No information found
No Customers Found
No Suppliers Found
Price
Yield
| Owner | Position | Direct Shares | Indirect Shares |
|---|