U.S.
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Form
10-QSB
[X] QUARTERLY
REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for
the
quarterly period ended: December 31, 2006
[ ] TRANSITION
REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For
the
transition period from ___ to _____
Commission
File Number 000-52120
_____________________________________________
R&R
Acquisition VI, Inc.
(Exact
name of small business issuer as specified in its charter)
|
Delaware
|
56-2590442
|
|
(State
or other jurisdiction
of
|
(I.R.S.
Employer
|
|
incorporation
or
organization)
|
Identification
No.)
|
|
|
|
|
c/o
Kirk M. Warshaw
|
|
|
47
School Avenue
|
|
|
Chatham,
New Jersey
|
07928
|
|
(Address
of principal executive
offices)
|
(zip
code)
|
|
Issuer’s
telephone number, including area code:
(973)
635-4047
|
Securities
registered under Section 12(b) of the Exchange Act:
None.
Securities
registered under Section 12(g) of the Exchange Act:
Common
Stock, $0.0001 par value per share
(Title
of
Class)
Check
whether the issuer (1) has filed all reports required to be filed by Section
13
or 15(d) of the Exchange Act 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 [ ].
State
the
number of shares outstanding of issuer’s common equity as of the last
practicable date: As of January 29, 2007, there were 2,500,000 shares of common
stock outstanding.
Transitional
Small Business Disclosure Format (Check One): Yes [ ] No [X]
Check
whether the issuer is a shell company (as defined in Rule 12b-2 of the Exchange
Act). Yes [X] No [ ].
R&R
Acquisition VI, Inc.
(A
Development Stage Company)
-
INDEX -
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PART
I - FINANCIAL INFORMATION
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||||
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Page
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||||
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ITEM
1. FINANCIAL STATEMENTS
|
||||
|
Condensed
Balance Sheet as of December 31, 2006 (unaudited)
|
2
|
|||
|
|
||||
|
Condensed
Statements of Operations for the Three and Six Months
|
||||
|
Ended
December 31, 2006 and the period from June 2, 2006
|
||||
|
(Date
of Inception) to December 31, 2006 (unaudited)
|
3
|
|||
|
Condensed
Statement of Changes in Stockholders’ Equity for the
|
||||
|
period
from June 2, 2006 (Date of Inception) to December 31, 2006
|
4 | |||
|
Condensed
Statements of Cash Flows for Six Months Ended
|
||||
|
December
31, 2006 and the period from June 2, 2006
|
||||
|
(Date
of Inception) to December 31, 2006 (unaudited)
|
5 | |||
|
NOTES
TO CONDENSED FINANCIAL STATEMENTS
|
6 | |||
|
ITEM
2. MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN
OF OPERATION
|
8
|
|||
|
ITEM
3. CONTROLS AND PROCEDURES
|
9
|
|||
|
PART
II - OTHER INFORMATION
|
||||
|
ITEM
1. LEGAL PROCEEDINGS
|
10
|
|||
|
ITEM
2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE
OF PROCEEDS
|
10
|
|||
|
ITEM
3. DEFAULTS UPON SENIOR SECURITIES
|
10
|
|||
|
ITEM
4. SUBMISSION OF MATTER TO A VOTE OF SECURITY HOLDERS
|
10
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|||
|
ITEM
5. OTHER INFORMATION
|
10
|
|||
|
ITEM
6. EXHIBITS
|
10
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|||
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SIGNATURES
|
11
|
|||
PART
I - FINANCIAL INFORMATION
ITEM
1. FINANCIAL STATEMENTS:
|
R&R
Acquisition VI, Inc
|
||||
|
(A
Development Stage Company)
|
||||
|
CONDENSED
BALANCE SHEET
|
||||
|
December
31, 2006
|
||||
|
(unaudited)
|
||||
|
ASSETS
|
||||
|
Current
Assets
|
||||
|
Cash
and cash equivalents (TOTAL ASSETS)
|
$
|
9,033
|
||
|
LIABILITIES
AND STOCKHOLDERS' EQUITY
|
||||
|
Current
Liabilities
|
||||
|
Accrued
expenses
|
$
|
3,866
|
||
|
TOTAL
CURRENT LIABILITIES
|
3,866
|
|||
|
Commitments
and Contingencies
|
-
|
|||
|
STOCKHOLDERS'
EQUITY
|
||||
|
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
|
|||
|
Additional
paid-in capital
|
42,500
|
|||
|
Deficit
accumulated during the development period
|
(37,583
|
)
|
||
|
TOTAL
STOCKHOLDERS' EQUITY
|
5,167
|
|||
|
TOTAL
LIABILITIES AND STOCKHOLDERS' EQUITY
|
$
|
9,033
|
||
|
The
accompanying notes are an integral part of these unaudited condensed
financial statements.
|
2
|
R&R
Acquisition VI, Inc
|
||||||||||
|
(A
Development Stage Company)
|
||||||||||
|
CONDENSED
STATEMENTS OF OPERATIONS
|
||||||||||
|
(unaudited)
|
||||||||||
|
|
||||||||||
|
Three
Months Ended December
31, 2006
|
Six
Months Ended December 31, 2006
|
For
the period from June 2, 2006 (Date of Inception) to December
31,
2006
|
||||||||
|
Expenses
|
||||||||||
|
Professional
fees
|
$
|
2,000
|
$
|
14,500
|
$
|
33,000
|
||||
|
Printing
and filing fees
|
2,980
|
4,620
|
4,620
|
|||||||
|
Interest
Income
|
(10
|
)
|
(20
|
)
|
(37
|
)
|
||||
|
Net
Loss
|
$
|
(4,970
|
)
|
$
|
(19,100
|
)
|
$
|
(37,583
|
)
|
|
|
Weighted
average number of common shares
|
2,500,000
|
2,500,000
|
||||||||
|
Net
loss per share:
|
||||||||||
|
basic
and diluted common share
|
$
|
(0.00
|
)
|
$
|
(0.01
|
)
|
||||
The
accompanying notes are an integral part of these unaudited condensed financial
statements.
3
|
R&R
Acquisition VI, Inc
|
||||||||||||||||
|
(A
Development Stage Company)
|
||||||||||||||||
|
CONDENSED
STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
|
||||||||||||||||
|
Deficit
|
||||||||||||||||
|
Accumulated
|
||||||||||||||||
|
Additional
|
During
the
|
Total
|
||||||||||||||
|
Common
Stock
|
Paid-in
|
Development
|
Stockholders'
|
|||||||||||||
|
Shares
|
Amount
|
Capital
|
Stage
|
Equity
|
||||||||||||
|
Balance
at June 2, 2006 (inception)
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
|||||||
|
Common
shares issued
|
2,500,000
|
250
|
-
|
-
|
250
|
|||||||||||
|
Contributed
Capital
|
-
|
-
|
40,000
|
-
|
40,000
|
|||||||||||
|
Net
loss
|
-
|
-
|
-
|
(18,483
|
)
|
(18,483
|
)
|
|||||||||
|
Balance
at June 30, 2006 (Audited)
|
2,500,000
|
250
|
40,000
|
(18,483
|
)
|
21,767
|
||||||||||
|
Contributed
Capital
|
-
|
-
|
2,500
|
-
|
2,500
|
|||||||||||
|
Net
loss
|
-
|
-
|
-
|
(19,100
|
)
|
(19,100
|
)
|
|||||||||
|
Balance
at December 31, 2006 (unaudited)
|
2,500,000
|
$
|
250
|
$
|
42,500
|
$
|
(37,583
|
)
|
$
|
5,167
|
||||||
The
accompanying notes are an integral part of these unaudited condensed financial
statements.
4
|
R&R
Acquisition VI, Inc
|
|||||||
|
(A
Development Stage Company)
|
|||||||
|
CONDENSED
STATEMENTS OF CASH FLOWS
|
|||||||
|
(unaudited)
|
|||||||
|
Six
Months Ended December 31, 2006
|
For
the period from June 2, 2006 (Date of Inception) to December
31,
2006
|
||||||
|
CASH
FLOWS FROM OPERATING ACTIVITIES
|
|||||||
|
Net
loss
|
$
|
(19,100
|
)
|
$
|
(37,583
|
)
|
|
|
Changes
in operating assets and liabilities
|
|||||||
|
Increase
(decrease) in accrued expenses
|
(134
|
)
|
3,866
|
||||
|
NET
CASH USED IN OPERATING ACTIVITIES
|
(19,234
|
)
|
(33,717
|
)
|
|||
|
CASH
FLOWS FROM FINANCING ACTIVITIES
|
|||||||
|
Proceeds
from sale of common stock
|
-
|
250
|
|||||
|
Contributed
capital
|
2,500
|
42,500
|
|||||
|
NET
CASH PROVIDED BY FINANCING ACTIVITIES
|
2,500
|
42,750
|
|||||
|
NET
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
|
(16,734
|
)
|
9,033
|
||||
|
CASH
AND CASH EQUIVALENTS AT BEGINNING OF PERIOD
|
25,767
|
-
|
|||||
|
CASH
AND CASH EQUIVALENTS AT END OF PERIOD
|
$
|
9,033
|
$
|
9,033
|
|||
|
SUPPLEMENTAL
DISCLOSURE OF CASH FLOWS
|
|||||||
|
INFORMATION
|
|||||||
|
Interest
paid
|
$
|
-
|
$
|
-
|
|||
|
Income
taxes paid
|
$
|
-
|
$
|
-
|
|||
The
accompanying notes are an integral part of these unaudited condensed financial
statements.
5
R&R
Acquisition VI, Inc.
(A
Development Stage Company)
NOTES
TO
CONDENSED FINANCIAL STATEMENTS
December
31, 2006
(unaudited)
NOTE
1 - Organization, Business and Operations
R&R
Acquisition VI, Inc. (the "Company") was incorporated in Delaware with the
objective to acquire, or merge with, an operating business. As of December
31,
2006, the Company had not conducted 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 has 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 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 will not restrict its potential candidate target companies to any
specific business, industry or geographical location and, thus, may acquire
any
type of business. The analysis of new business opportunities will be undertaken
by or under the supervision of the officers and directors of the
Company.
NOTE
2 - Basis of Presentation
The
condensed financial statements have been prepared by the Company, without audit,
pursuant to the rules and regulations of the Securities and Exchange Commission.
Certain information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting principles
have been condensed or omitted pursuant to such rules and regulations. In the
opinion of management, the accompanying condensed financial statements include
all adjustments (consisting of normal, recurring adjustments) necessary to
make
the Company's financial position, results of operations and cash flows not
misleading as of December 31, 2006. The results of operations for the six months
ended December 31, 2006, are not necessarily indicative of the results of
operations for the full year or any other interim period. These financial
statements should be read in conjunction with the audited financial statements
and notes thereto included in the Company's Report on Form 10-SB with the
effective date of September 8, 2006.
NOTE
3 - 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.
6
R&R
Acquisition VI, Inc.
(A
Development Stage Company)
NOTES
TO
CONDENSED FINANCIAL STATEMENTS
December
31, 2006
(unaudited)
NOTE
4 - Income Taxes
Income
taxes are accounted for in accordance with SFAS No. 109, Accounting for Income
Taxes. SFAS No. 109 requires the recognition of deferred tax assets and
liabilities to reflect the future tax consequences of events that have been
recognized in the Company's financial statements or tax returns. Measurement
of
the deferred items is based on enacted tax laws. In the event the future
consequences of differences between financial reporting bases and tax bases
of
the Company's assets and liabilities result in a deferred tax asset, SFAS No.
109 requires an evaluation of the probability of being able to realize the
future benefits indicated by such assets. A valuation allowance related to
a
deferred tax asset is recorded when it is more likely than not that some or
the
entire deferred tax asset will not be realized.
At
December 31, 2006, the Company has a net operating loss carry forward of
approximately $37,600 which will expire in 2026. Based on the fact that the
Company has not generated revenues since inception, the deferred tax asset
of
approximately $15,000 has been offset by a full valuation
allowance.
|
|
Period
From
June
2, 2006
(inception)
to December 31, 2006
|
|||
|
Statutory
federal tax rate
|
34
|
%
|
||
|
Tax
benefit computed at statutory rate
|
$
|
(12,800
|
)
|
|
|
State
income tax benefit, net of federal effect
|
(2,000
|
)
|
||
|
Change
in valuation allowance
|
14,000
|
|||
|
Other
temporary differences
|
800
|
|||
|
Total
|
$
|
-
|
||
NOTE
5 - New Accounting Pronouncements
FASB
157
- Fair Value Measurements
In
September 2006, the FASB issued FASB Statement No. 157. This Statement defines
fair value, establishes a framework for measuring fair value in generally
accepted accounting principles (GAAP), and expands disclosures about fair value
measurements. This Statement applies under other accounting pronouncements
that
require or permit fair value measurements, the Board having previously concluded
in those accounting pronouncements that fair value is a relevant measurement
attribute. Accordingly, this Statement does not require any new fair value
measurements. However, for some entities, the application of this Statement
will
change current practices. This Statement is effective for financial statements
for fiscal years beginning after November 15, 2007. Earlier application is
permitted provided that the reporting entity has not yet issued financial
statements for that fiscal year. Management believes this Statement will have
no
impact on the financial statements of the Company once adopted.
7
Item
2. Management’s Discussion and Analysis or Plan of
Operation
Throughout
this Periodic Report on Form 10-QSB, the terms "we," "us," "our" and "our
company" refers to R&R Acquisition VI, Inc.
Introductory
Comment - Forward-Looking Statements
Statements
contained in this report include "forward-looking statements" within the meaning
of such term in Section 27A of the Securities Act of 1933, as amended (the
“Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as
amended (the “Exchange Act”). Forward-looking statements involve known and
unknown risks, uncertainties and other factors, which could cause actual
financial or operating results, performances or achievements expressed or
implied by such forward-looking statements not to occur or be realized. Such
forward-looking statements generally are based on our best estimates of future
results, performances or achievements, predicated upon current conditions and
the most recent results of the companies involved and their respective
industries. Forward-looking statements may be identified by the use of
forward-looking terminology such as "may," "can," "will," "could," "should,"
"project," "expect," "plan," "predict," "believe," "estimate," "aim,"
"anticipate," "intend," "continue," "potential," "opportunity" or similar terms,
variations of those terms or the negative of those terms or other variations
of
those terms or comparable words or expressions.
Readers
are urged to carefully review and consider the various disclosures made by
us in
this Quarterly Report on Form 10-QSB and our Form 10-SB effective September
8,
2006, and our other filings with the U.S. Securities and Exchange Commission
(the “SEC”). These reports and filings attempt to advise interested parties of
the risks and factors that may affect our business, financial condition and
results of operations and prospects. The forward-looking statements made in
this
Form 10-QSB speak only as of the date hereof and we disclaim any obligation
to
provide updates, revisions or amendments to any forward-looking statements
to
reflect changes in our expectations or future events.
Plan
of
Operation
Since
our
formation on June 2, 2006 our purpose is to effect a business combination with
an operating business which we believe has significant growth potential. We
are
currently considered to be a “blank check” company in as much as we have no
specific business plans, no operations, revenues or employees. We currently
have
no definitive agreements or understanding with any prospective business
combination candidates and have not targeted any business for investigation
and
evaluation nor are there any 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 securities
in the company. We intend to utilize the proceeds of any offering, any sales
of
equity securities or debt securities, bank and other borrowings or a combination
of those sources to effect a business combination with a target business which
we believe has significant growth potential. While we may, under certain
circumstances, seek to effect business combinations with more than one target
business, unless and until additional financing is obtained, we will not have
sufficient proceeds remaining after an initial business combination to undertake
additional business combinations.
As
a
result of our limited resources, we expect to have sufficient proceeds to effect
only a single business combination. Accordingly, the prospects for our success
will be entirely dependent upon the future performance of a single business.
Unlike certain entities that have the resources to consummate several business
combinations or entities operating in multiple industries or multiple segments
of a single industry, we will not have the resources to diversify our operations
or benefit from the possible spreading of risks or offsetting of losses. A
target business may be dependent upon the development or market acceptance
of a
single or limited number of products, processes or services, in which case
there
will be an even higher risk that the target business will not prove to be
commercially viable.
Our
officers are only required to devote a small portion of their time (less than
10%) to our affairs on a part-time or as-needed basis. We expect to use outside
consultants, advisors, attorneys and accountants as necessary, 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
expect
our present management to play no managerial role in the Company following
a
business combination. Although we intend to scrutinize closely the management
of
a prospective target business in connection with our evaluation of a business
combination with a target business, our assessment of management may be
incorrect. We cannot assure you that we will find a suitable business with
which
to combine.
8
Continuing
Operational Expenses for the three months ended December 31, 2006
Because
we currently do not have any business operations, we have not had any revenues
during the three months ended December 31, 2006. Total expenses for the three
months ended December 31, 2006 were $4,970. These expenses were constituted
by
professional, printing, and filing fees.
Continuing
Operational Expenses for the six months ended December 31, 2006
Because
we currently do not have any business operations, we have not had any revenues
during the six months ended December 31, 2006. Total expenses for the six months
ended December 31, 2006 were $19,100. These expenses were constituted by
professional, printing, and filing fees.
Continuing
Operational Expenses for the period from June 2, 2006 (Date of Inception) to
December 31, 2006
Because
we currently do not have any business operations, we have not had any revenues
during the period from June 2, 2006 to December 31, 2006. Total expenses for
this period were $37,583. These expenses were constituted by professional,
printing, and filing fees.
Liquidity
and Capital Resources
The
Company does 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 the Company can engage in any
public or private sales of the Company’s equity or debt securities to raise
working capital. The Company is dependent upon future loans from its present
stockholders or management and there can be no assurances that its present
stockholders or management will make any loans to the Company. At December
31,
2006, the Company had cash of $9,033 and working capital of $5,167.
The
Company's present material commitments are professional and administrative
fees
and expenses associated with the preparation of its filings with the Securities
and Exchange Commission and other regulatory requirements. In the event that
the
Company engages in any merger or other combination with an operating company,
it
will have additional material commitments. Although the Company from time to
time may engage in discussions regarding a merger or other combination with
an
operating company, we cannot offer any assurances that we will engage in any
merger or other 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, 2006.
Item
3. Controls and Procedures.
The
Company's management evaluated, with the participation of the Company's
principal executive and principal financial officer, the effectiveness of the
Company's disclosure controls and procedures (as defined in Rules 13a-15(e)
and
15d-15(e) under the Exchange Act), as of December 31, 2006. Based on this
evaluation, the Company's principal executive and principal financial officer
concluded that the Company's disclosure controls and procedures were effective
as of December 31, 2006.
There
has
been no change in the Company's internal control over financial reporting (as
defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred
during the Company's fiscal quarter ended December 31, 2006, that has materially
affected, or is reasonably likely to materially affect, the Company's internal
control over financial reporting.
9
PART
II - OTHER INFORMATION
Item
1. Legal Proceedings. None.
Item
2. Unregistered Sales of Equity Securities and Use of Proceeds.
None.
Item
3. Defaults Upon Senior Securities. None.
Item
4. Submission of Matters to a Vote of Security Holders. None.
Item
5. Other Information. None.
Item
6. Exhibits.
(a)
Exhibits required by Item 601 of Regulation S-B.
| Exhibit | Description |
| *3.1 |
Certificate
of Incorporation
|
| *3.2 |
Amendment
to Certificate of Incorporation
|
| *3.3 |
By-laws
|
| 31.1 |
Certification
of the Company’s Principal Executive Officer pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002, with respect to the registrant’s Quarterly
Report on Form 10-QSB for the period ended December 31,
2006.
|
| 31.2 |
Certification
of the Company’s Principal Financial Officer pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002, with respect to the registrant’s Quarterly
Report on Form 10-QSB for the period ended December 31,
2006.
|
| 32.1 |
Certification
of the Company’s Principal Executive Officer pursuant to 18 U.S.C.
Section
1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act
of
2002.
|
| 32.2 |
Certification
of the Company’s Principal Financial Officer pursuant to 18 U.S.C.
Section
1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act
of
2002.
|
| * |
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.
|
10
SIGNATURES
In
accordance with the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this Report to be signed on its behalf by the
undersigned, thereunto duly authorized.
| R&R ACQUISITION VI, INC. | ||
| |
|
|
| Dated: January 29, 2007 | By: | /s/ Arnold P. Kling |
| Arnold P. Kling | ||
| President | ||
Pursuant
to the requirements of the Securities Exchange Act of 1934, this Report has
been
signed below by the following persons on behalf of Registrant and in the
capacities and on the dates indicated.
| Title | Date | |
| /s/ Kirk M. Warshaw | Secretary and Chief Financial Officer | January 29, 2007 |
| Kirk M. Warshaw |
11
Exhibit
31.1
Certification
of Principal Executive Officer
Pursuant
to Section 302 of the Sarbanes-Oxley Act of 2002
and
Securities and Exchange Commission Release 34-46427
I,
Arnold
P. Kling, certify that:
1.
I have
reviewed this quarterly report on Form 10-QSB of R&R Acquisition VI, Inc.;
2.
Based
on my knowledge, this quarterly report does not contain any untrue statement
of
a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements
were
made, not misleading with respect to the period covered by this quarterly
report;
3.
Based
on my knowledge, the financial statements, and other financial information
included in this quarterly report, fairly present in all material respects
the
financial condition, results of operations and cash flows of the registrant
as
of, and for, the periods presented in this quarterly report;
4.
The
registrant's other certifying officers and I are responsible for establishing
and maintaining disclosure controls and procedures (as defined in Exchange
Act
Rules 13a-15(e) and 15d-15(e)) for the registrant and we have:
| a) |
designed
such disclosure controls and procedures or caused such disclosure controls
and procedures to be designed under our supervision, to ensure that
material information relating to the registrant is made known to us
by
others within those entities, particularly during the period in which
this
quarterly report is being prepared;
|
| b) |
evaluated
the effectiveness of the small business issuer's disclosure controls
and
procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the
end of
the period covered by this report based on such evaluation;
|
| c) |
disclosed
in this report any change in registrant’s internal control over financial
reporting that occurred during the registrant’s most recent fiscal quarter
that has materially affected, or is reasonably likely to materially
affect, the registrant’s internal control over financial reporting;
and
|
5.
The
registrant's other certifying officers and I have disclosed, based on our most
recent evaluation of internal control over financial reporting, to the
registrant's auditors and the audit committee of registrant's board of directors
(or persons performing the equivalent functions):
| a) |
all
deficiencies and material weaknesses in the design or operation of
internal control over financial reporting which are reasonably likely
to
adversely affect the registrant's ability to record, process, summarize
and report financial information; and
|
| b) |
any
fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
control
over financial reporting.
|
|
Date:
January 29, 2007
|
/s/
Arnold P. Kling
Arnold
P. Kling
Principal
Executive Officer
|
Exhibit
31.2
Certification
of Principal
Financial Officer
Pursuant
to Section 302 of the Sarbanes-Oxley Act of 2002
and
Securities and Exchange Commission Release 34-46427
I,
Kirk
M. Warshaw, certify that:
1.
I have
reviewed this quarterly report on Form 10-QSB of R&R Acquisition VI, Inc.;
2.
Based
on my knowledge, this quarterly report does not contain any untrue statement
of
a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements
were
made, not misleading with respect to the period covered by this quarterly
report;
3.
Based
on my knowledge, the financial statements, and other financial information
included in this quarterly report, fairly present in all material respects
the
financial condition, results of operations and cash flows of the registrant
as
of, and for, the periods presented in this quarterly report;
4.
The
registrant's other certifying officers and I are responsible for establishing
and maintaining disclosure controls and procedures (as defined in Exchange
Act
Rules 13a-15(e) and 15d-15(e)) for the registrant and we have:
| a) |
designed
such disclosure controls and procedures or caused such disclosure controls
and procedures to be designed under our supervision, to ensure that
material information relating to the registrant is made known to us
by
others within those entities, particularly during the period in which
this
quarterly report is being prepared;
|
| b) |
evaluated
the effectiveness of the small business issuer's disclosure controls
and
procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the
end of
the period covered by this report based on such evaluation;
|
| c) |
disclosed
in this report any change in registrant’s internal control over financial
reporting that occurred during the registrant’s most recent fiscal quarter
that has materially affected, or is reasonably likely to materially
affect, the registrant’s internal control over financial reporting;
and
|
5.
The
registrant's other certifying officers and I have disclosed, based on our most
recent evaluation of internal control over financial reporting, to the
registrant's auditors and the audit committee of registrant's board of directors
(or persons performing the equivalent functions):
| a) |
all
deficiencies and material weaknesses in the design or operation of
internal control over financial reporting which are reasonably likely
to
adversely affect the registrant's ability to record, process, summarize
and report financial information; and
|
| b) |
any
fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
control
over financial reporting.
|
|
Date:
January 29, 2007
|
/s/
Kirk M. Warshaw
Kirk
M. Warshaw
Chief
Financial Officer
|
Exhibit
32.1
CERTIFICATION
PURSUANT TO
18
U.S.C. SECTION 1350,
AS
ADOPTED PURSUANT TO
SECTION
906 OF THE SARBANES-OXLEY ACT OF 2002
In
connection with the Quarterly Report of R&R Acquisition VI, Inc. (the
"Company") on Form 10-QSB for the quarter ended December 31, 2006 as filed
with
the Securities and Exchange Commission on the date hereof (the "Report"), I,
Arnold P. Kling, certify, pursuant to 18 U.S.C. ss. 1350, as adopted pursuant
to
ss. 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:
(1)
The
Report fully complies with the requirements of section 13(a) or 15(d) of the
Securities Exchange Act of 1934; and
(2)
The
information contained in the Report fairly presents, in all material respects,
the financial condition and results of operations of the Company.
| /s/ Arnold P. Kling | |||
| Arnold P. Kling | |||
| Principal Executive Officer | |||
|
January
29, 2007
|
|||
Exhibit
32.2
CERTIFICATION
PURSUANT TO
18
U.S.C. SECTION 1350,
AS
ADOPTED PURSUANT TO
SECTION
906 OF THE SARBANES-OXLEY ACT OF 2002
In
connection with the Quarterly Report of R&R Acquisition VI, Inc. (the
"Company") on Form 10-QSB for the quarter ended December 31, 2006 as filed
with
the Securities and Exchange Commission on the date hereof (the "Report"), I,
Kirk M. Warshaw, certify, pursuant to 18 U.S.C. ss. 1350, as adopted pursuant
to
ss. 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:
(1)
The
Report fully complies with the requirements of section 13(a) or 15(d) of the
Securities Exchange Act of 1934; and
(2)
The
information contained in the Report fairly presents, in all material respects,
the financial condition and results of operations of the Company.
| /s/ Kirk M. Warshaw | |||
| Kirk M. Warshaw | |||
| Principal Financial Officer | |||
| January 29, 2007 | |||