These terms and conditions govern your use of the website alphaminr.com and its related services.
These Terms and Conditions (“Terms”) are a binding contract between you and Alphaminr, (“Alphaminr”, “we”, “us” and “service”). You must agree to and accept the Terms. These Terms include the provisions in this document as well as those in the Privacy Policy. These terms may be modified at any time.
Your subscription will be on a month to month basis and automatically renew every month. You may terminate your subscription at any time through your account.
We will provide you with advance notice of any change in fees.
You represent that you are of legal age to form a binding contract. You are responsible for any
activity associated with your account. The account can be logged in at only one computer at a
time.
The Services are intended for your own individual use. You shall only use the Services in a
manner that complies with all laws. You may not use any automated software, spider or system to
scrape data from Alphaminr.
Alphaminr is not a financial advisor and does not provide financial advice of any kind. The service is provided “As is”. The materials and information accessible through the Service are solely for informational purposes. While we strive to provide good information and data, we make no guarantee or warranty as to its accuracy.
TO THE EXTENT PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES SHALL ALPHAMINR BE LIABLE TO YOU FOR DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR INVESTMENT LOSSES, LOSS OF DATA, OR ACCURACY OF DATA, OR FOR ANY AMOUNT, IN THE AGGREGATE, IN EXCESS OF THE GREATER OF (1) FIFTY DOLLARS OR (2) THE AMOUNTS PAID BY YOU TO ALPHAMINR IN THE SIX MONTH PERIOD PRECEDING THIS APPLICABLE CLAIM. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL OR CERTAIN OTHER DAMAGES, SO THE ABOVE LIMITATION AND EXCLUSIONS MAY NOT APPLY TO YOU.
If any provision of these Terms is found to be invalid under any applicable law, such provision shall not affect the validity or enforceability of the remaining provisions herein.
This privacy policy describes how we (“Alphaminr”) collect, use, share and protect your personal information when we provide our service (“Service”). This Privacy Policy explains how information is collected about you either directly or indirectly. By using our service, you acknowledge the terms of this Privacy Notice. If you do not agree to the terms of this Privacy Policy, please do not use our Service. You should contact us if you have questions about it. We may modify this Privacy Policy periodically.
When you register for our Service, we collect information from you such as your name, email address and credit card information.
Like many other websites we use “cookies”, which are small text files that are stored on your computer or other device that record your preferences and actions, including how you use the website. You can set your browser or device to refuse all cookies or to alert you when a cookie is being sent. If you delete your cookies, if you opt-out from cookies, some Services may not function properly. We collect information when you use our Service. This includes which pages you visit.
We use Google Analytics and we use Stripe for payment processing. We will not share the information we collect with third parties for promotional purposes. We may share personal information with law enforcement as required or permitted by law.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Delaware
|
56-2590442
|
|
|
(State or Other Jurisdiction of
Incorporation or Organization)
|
(I.R.S. Employer
Identification No.)
|
|
Large accelerated filer
¨
|
Accelerated filer
¨
|
|
|
Non-accelerated filer
¨
|
Smaller reporting company
x
|
|
PART I
|
|||
|
Item 1.
|
Business
|
3
|
|
|
Item 1A.
|
Risk Factors
|
6
|
|
|
Item 1B.
|
Unresolved Staff Comments
|
9
|
|
|
Item 2.
|
Properties
|
9
|
|
|
Item 3.
|
Legal Proceedings
|
9
|
|
|
Item 4.
|
[Removed and Reserved]
|
10
|
|
|
PART II
|
|||
|
Item 5.
|
Market for Registrant's Common Equity, Related Stockholder Matters
|
||
|
and Issuer Purchases of Equity Securities
|
10
|
||
|
Item 6.
|
Selected Financial Data
|
10
|
|
|
Item 7.
|
Management's Discussion and Analysis of Financial Condition and Results of Operations
|
10
|
|
|
Item 7A.
|
Quantitative and Qualitative Disclosures About Market Risk
|
12
|
|
|
Item 8.
|
Financial Statements and Supplementary Data
|
12
|
|
|
Item 9.
|
Change in and Disagreements with Accountants on Accounting
|
||
|
and Financial Disclosure
|
12
|
||
|
Item 9A.
|
Controls And Procedures
|
12
|
|
|
Item 9B.
|
Other Information
|
13
|
|
|
PART III
|
|||
|
Item 10.
|
Directors, Executive Officers, and Corporate Governance
|
13
|
|
|
Item 11.
|
Executive Compensation.
|
14
|
|
|
Item 12.
|
Security Ownership of Certain Beneficial Owners and Management and
|
||
|
Related Stockholder Matters.
|
15
|
||
|
Item 13.
|
Certain Relationships and Related Transactions, and Director Independence
|
16
|
|
|
Item 14.
|
Principal Accountant Fees and Services
|
16
|
|
|
PART IV
|
|||
|
Item 15.
|
Exhibits and Financial Statement Schedules.
|
16
|
|
ITEM 1.
|
BUSINESS.
|
|
-
|
experience and skill of management and availability of additional personnel of the target business;
|
|
-
|
costs associated with effecting the business combination;
|
|
-
|
equity interest retained by our stockholders in the merged entity;
|
|
-
|
growth potential of the target business;
|
|
-
|
capital requirements of the target business;
|
|
-
|
capital available to the target business;
|
|
-
|
stage of development of the target business;
|
|
-
|
proprietary features and degree of intellectual property or other protection of the target business;
|
|
-
|
the financial statements of the target business; and
|
|
-
|
the regulatory environment in which the target business operates.
|
|
ITEM 1A.
|
RISK FACTORS.
|
|
ITEM 1B.
|
UNRESOLVED STAFF COMMENTS.
|
|
ITEM 2.
|
PROPERTIES.
|
|
ITEM 3.
|
LEGAL PROCEEDINGS.
|
|
ITEM 4.
|
[REMOVED AND RESERVED]
|
|
ITEM 5.
|
MARKET FOR OUR COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.
|
|
ITEM 6.
|
SELECTED FINANCIAL DATA.
|
|
ITEM 7.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
|
|
ITEM 7A.
|
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
|
|
ITEM 8.
|
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
|
|
ITEM 9.
|
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.
|
|
ITEM 9B.
|
OTHER INFORMATION
|
|
ITEM 10.
|
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.
|
|
Name
|
Age
|
Title | ||
|
Arnold P. Kling
|
53
|
President and director
|
||
|
Kirk M. Warshaw
|
53
|
Chief financial officer and secretary
|
|
ITEM 11.
|
EXECUTIVE COMPENSATION.
|
|
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.
|
|
Shares of
|
||||||||
|
Common Stock
|
||||||||
|
Beneficially
|
Percentage of
|
|||||||
| Name of Beneficial Owner |
Owned (1)
|
Ownership
|
||||||
|
R&R Investments VI, LLC
1251 Avenue of the Americas – 20
th
Floor
New York, NY 10020
Attention: David Horin, CFO
|
2,000,000 | 80.0 | % | |||||
|
Arnold P. Kling (2)
410 Park Avenue – Suite 1710
New York, NY 10022
|
400,000 | 16.0 | % | |||||
|
Kirk M. Warshaw (3)
133 Summit Ave. Suite 22
Summit, NJ 07901
|
100,000 | 4.0 | % | |||||
|
All Directors and Officers (2 persons) as a group
|
500,000 | 20.0 | % |
|
(1)
|
Unless otherwise indicated, we have been advised that all individuals or entities listed have the sole power to vote and dispose of the number of shares set forth opposite their names. For purposes of computing the number and percentage of shares beneficially owned by a security holder, any shares which such person has the right to acquire within 60 days of
September 1, 2011
are deemed to be outstanding, but those shares are not deemed to be outstanding for the purpose of computing the percentage ownership of any other security holder.
|
|
(2)
|
Arnold P. Kling, our president and sole director..
|
|
(3)
|
Mr. Warshaw is our chief financial officer and secretary.
|
|
ITEM 15.
|
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
|
|
|
(a)
|
The following documents are filed as part of this Report:
|
|
|
·
|
Report of Independent Registered Public Accounting Firm
|
|
|
·
|
Balance Sheets at June 30, 2011 and 2010
|
|
|
·
|
Statements of Operations for the years ended June 30, 2011 and 2010 and for the period from June 2, 2006 (Date of Inception) to June 30, 2011
|
|
|
·
|
Statements of Changes in Stockholders’ Equity (Deficit) for the period from June 2, 2006 (Date of Inception) to June 30, 2011
|
|
|
·
|
Statements of Cash Flows for the years ended June 30, 2011 and 2010 and for the period from June 2, 2006 (Date of Inception) to June 30, 2011
|
|
|
·
|
Notes to Financial Statements
|
|
|
2.
|
Financial Statement Schedules.
|
|
|
3.
|
Exhibits Incorporated by Reference or Filed with this Report.
|
|
Exhibit
|
||
|
No.
|
Description
|
|
|
3.1
|
Certificate of Incorporation(1)
|
|
|
3.2
|
By-Laws (1)
|
|
|
10.1
|
Occupancy Agreement between R&R Acquisition VI, Inc. and Kirk M. Warshaw, LLC (2)
|
|
|
31.1
|
Chief Executive Officer Certification pursuant to section 302 of the Sarbanes-Oxley Act of 2002*
|
|
|
31.2
|
Chief Financial Officer Certification pursuant to section 302 of the Sarbanes-Oxley Act of 2002*
|
|
|
32.1
|
Chief Executive Officer Certification pursuant to section 906 of the Sarbanes-Oxley Act of 2002.*
|
|
|
32.2
|
Chief Financial Officer Certification pursuant to section 906 of the Sarbanes-Oxley Act of 2002.*
|
|
|
(1)
|
Filed as an exhibit to the Company's registration statement on Form 10-SB, as filed with the Securities and Exchange Commission on July 10, 2006, and incorporated herein by this reference
|
|
|
(2)
|
Previously filed as an Exhibit in the company’s quarterly report on Form 10-Q for the period ended March 31, 2009, and incorporated herein by reference.
|
|
R&R ACQUISITION VI, INC.
|
|||
|
Date: September 27, 2011
|
|||
|
By:
|
/s/Arnold P. Kling
|
|
|
|
Arnold P. Kling, President
|
|||
|
Date September 27, 2011
|
||
|
/s/Arnold P. Kling
|
|
|
|
Arnold P. Kling, President and Sole Director
|
||
|
(Principal Executive Officer)
|
||
|
Date: September 27, 2011
|
||
|
/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, 2011 and 2010
|
F-3
|
|
Statements of Operations for the Years Ended June 30, 2011 and 2010
and for the period from June 2, 2006 (Inception) through June 30, 2011
|
F-4
|
|
Statement of Changes in Stockholders' Equity (Deficit) for the period from June 2,
2006 (Inception) through June 30, 2011
|
F-5
|
|
Statements of Cash Flows for the Years Ended June 30, 2011 and 2010
and for the period from June 2, 2006 (Inception) through June 30, 2011
|
F-6
|
|
Notes to Financial Statements
|
F-7 to F-11
|
|
June 30,
|
||||||||
|
2011
|
2010
|
|||||||
| ASSETS | ||||||||
|
Current Assets
|
||||||||
|
Cash and cash equivalents
|
$ | 8,512 | $ | 12,012 | ||||
|
TOTAL ASSETS
|
$ | 8,512 | $ | 12,012 | ||||
|
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
|
||||||||
|
Current Liabilities
|
||||||||
|
Accrued expenses
|
$ | 9,818 | $ | 12,358 | ||||
|
TOTAL CURRENT LIABILITIES
|
9,818 | 12,358 | ||||||
|
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
|
138,500 | 113,000 | ||||||
|
Deficit accumulated during the development period
|
(140,056 | ) | (113,596 | ) | ||||
|
TOTAL STOCKHOLDERS’ EQUITY (DEFICIT)
|
(1,306 | ) | (346 | ) | ||||
|
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
|
$ | 8,512 | $ | 12,012 | ||||
|
For the period from
|
||||||||||||
|
June 2, 2006
|
||||||||||||
|
Year Ended
|
(Date of Inception)
|
|||||||||||
|
June 30,
|
to
|
|||||||||||
|
2011
|
2010
|
June 30, 2011
|
||||||||||
|
Expenses
|
||||||||||||
|
Professional fees
|
$ | 21,250 | $ | 17,500 | $ | 118,500 | ||||||
|
Printing and filing fees
|
5,214 | 3,030 | 21,665 | |||||||||
|
Total operating expenses
|
26,464 | 20,530 | 140,165 | |||||||||
|
Other Income
|
||||||||||||
|
Interest Income
|
(4 | ) | (4 | ) | (109 | ) | ||||||
|
Net loss
|
$ | (26,460 | ) | $ | (20,526 | ) | $ | (140,056 | ) | |||
|
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
(Deficit)
|
||||||||||||||||||||||||
|
Shares
|
Amount
|
Shares
|
Amount
|
Capital
|
Stage
|
|||||||||||||||||||||||
|
Common shares issued (inception)
(June 2, 2006 $0.0001 per share)
|
- | $ | - | 2,500,000 | $ | 250 | $ | - | $ | - | $ | 250 | ||||||||||||||||
|
Contributed capital, June 8, 2006
|
- | - | - | - | 40,000 | - | 40,000 | |||||||||||||||||||||
|
Net loss
|
- | - | - | - | - | (18,483 | ) | (18,483 | ) | |||||||||||||||||||
|
Balance at June 30, 2006
|
- | - | 2,500,000 | 250 | 40,000 | (18,483 | ) | 21,767 | ||||||||||||||||||||
|
Contributed capital
|
- | - | - | - | 12,500 | - | 12,500 | |||||||||||||||||||||
|
Net loss
|
- | - | - | - | - | (29,687 | ) | (29,687 | ) | |||||||||||||||||||
|
Balance at June 30, 2007
|
- | - | 2,500,000 | 250 | 52,500 | (48,170 | ) | 4,580 | ||||||||||||||||||||
|
Contributed capital
|
- | - | - | - | 7,000 | - | 7,000 | |||||||||||||||||||||
|
Net loss
|
- | - | - | - | - | (24,891 | ) | (24,891 | ) | |||||||||||||||||||
|
Balance at June 30, 2008
|
- | - | 2,500,000 | 250 | 59,500 | (73,061 | ) | (13,311 | ) | |||||||||||||||||||
|
Contributed capital
|
- | - | - | - | 30,500 | - | 30,500 | |||||||||||||||||||||
|
Net loss
|
- | - | - | - | - | (20,009 | ) | (20,009 | ) | |||||||||||||||||||
|
Balance at June 30, 2009
|
- | - | 2,500,000 | 250 | 90,000 | (93,070 | ) | (2,820 | ) | |||||||||||||||||||
|
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 | ) | |||||||||||||||||||
|
Contributed capital
|
- | - | - | - | 25,500 | - | 25,500 | |||||||||||||||||||||
|
Net loss
|
- | - | - | - | - | (26,460 | ) | (26,460 | ) | |||||||||||||||||||
|
Balance at June 30, 2011
|
- | $ | - | 2,500,000 | $ | 250 | $ | 138,500 | $ | (140,056 | ) | $ | (1,306 | ) | ||||||||||||||
|
For the cumulative
period from
|
||||||||||||
|
June 2, 2006
|
||||||||||||
| For the Years Ended June 30, |
(Date of Inception)
|
|||||||||||
|
2011
|
2010
|
to June 30, 2011
|
||||||||||
|
CASH FLOWS FROM OPERATING ACTIVITIES
|
||||||||||||
|
Net loss
|
$ | (26,460 | ) | $ | (20,526 | ) | $ | (140,056 | ) | |||
|
Changes in operating assets and liabilities
|
||||||||||||
|
Increase (decrease) in accrued expenses
|
(2,540 | ) | 850 | 9,818 | ||||||||
|
NET CASH USED IN OPERATING ACTIVITIES
|
(29,000 | ) | (19,676 | ) | (130,238 | ) | ||||||
|
CASH FLOWS FROM FINANCING ACTIVITIES
|
||||||||||||
|
Proceeds received from subscribers of common stock
|
- | - | 250 | |||||||||
|
Contributed capital
|
25,500 | 23,000 | 138,500 | |||||||||
|
NET CASH PROVIDED BY FINANCING ACTIVITIES
|
25,500 | 23,000 | 138,750 | |||||||||
|
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS
|
(3,500 | ) | 3,324 | 8,512 | ||||||||
|
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD
|
12,012 | 8,688 | - | |||||||||
|
CASH AND CASH EQUIVALENTS AT END OF PERIOD
|
$ | 8,512 | $ | 12,012 | $ | 8,512 | ||||||
|
SUPPLEMENTAL DISCLOSURE OF CASH FLOWS
|
||||||||||||
|
INFORMATION
|
||||||||||||
|
Interest paid
|
$ | - | $ | - | $ | - | ||||||
|
Income taxes paid
|
$ | - | $ | - | $ | - | ||||||
|
June 30,
|
||||||||
|
2011
|
2010
|
|||||||
|
Deferred tax assets and liabilities consist of the following:
|
||||||||
|
Deferred tax assets:
|
||||||||
|
Net operating loss carry forwards
|
$ | 55,500 | $ | 45,000 | ||||
|
Less valuation allowance
|
$ | (55,500 | ) | $ | (45,000 | ) | ||
| $ | — | $ | — | |||||
|
June 30,
|
||||||||
|
2011
|
2010
|
|||||||
|
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 |
|---|