The following Management's Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with our financial statements and the related notes and schedules thereto contained in this Annual Report on Form 10-K and the Company's audited financial statements and notes thereto included in our Final Prospectus filed with the SEC on February 5, 2007 and our Current Report on Form 8-K filed with the SEC on February 12, 2007.

We were formed on July 18, 2006, as a blank check company for the purpose of acquiring, through a merger, capital stock exchange, stock purchase, asset acquisition or other similar business combination, one or more operating businesses in the business services industry. We intend to use cash derived from the proceeds of the Offering, our capital stock, debt, or a combination of cash, capital stock, and debt, to consummate an initial business combination. Our initial business combination must be with an operating business whose fair market value is at least equal to 80% of the balance in the trust account (less the deferred underwriting discounts and commissions, taxes payable) at the time of such business combination.

On February 9, 2007, the Company sold 12,500,000 units ("Units") at an offering price of $8.00 per Unit. Each Unit consists of one share of the Company's common stock, $0.0001 par value, and one redeemable common stock purchase warrant (each, a "Warrant"). Each Warrant will entitle the holder to purchase from the Company one share of common stock at an exercise price of $6.00 commencing on the later of (a) February 5, 2008 and expiring January 30, 2011 or (b) the consummation of an initial Business Combination with a target business.

As of December 31, 2007, $100,205,298 was held in trust and we had $1,324,566 of unrestricted cash available to us for our activities in connection with identifying and conducting due diligence of a suitable business combination, and for general corporate matters.

Through December 31, 2007, our efforts have been limited to organizational activities, activities relating to our initial public offering, activities relating to identifying and evaluating prospective acquisition candidates, and activities relating to general corporate matters; we have neither engaged in any operations nor generated any revenues, other than interest income earned on the proceeds of our private placement and initial public offering. For the twelve months ended December 31, 2007, we earned $4,360,298 in interest income on the trust account of which $325,558 was deferred and $4,034,740 is included in interest income in the statements of operations.

On July 17, 2007 the Company had released to it $1,250,000 of investment income earned on the trust account for working capital purposes in accordance with the Investment Management Trust Agreement.

On February 19, 2008 the Company had released to it $250,000 of investment income earned on the trust account for working capital purposes in accordance with the Investment Management Trust Agreement.

The following table shows the total funds held in the trust account as of December 31, 2007:

Net proceeds from our initial public offering and private
placement of warrants to Union Street Capital Management, LLC
placed in trust                                                       $  94,800,000

Deferred underwriters' discounts and commissions                          3,700,000

Total interest received through December 31, 2007                         4,360,298

Working capital disbursements through December 31, 2007                  (1,250,000 )

Less total taxes paid through December 31, 2007                          (1,405,000 )

Total funds held in trust account as of December 31, 2007             $ 100,205,298

Recent Developments

As previously disclosed in our Current Report on Form 8-K, dated February 26, 2008 and filed with the SEC on February 27, 2008, on February 26, 2008 the Company entered into definitive agreements to acquire Archway Marketing Services Inc. ("Archway"), a provider of marketing operations management services, which is a subsidiary of AHL Services, Inc. ("AHL") and RAZOR Business Strategy Consultants, LLC ("RAZOR"), a rapidly growing direct and interactive retail marketing agency,

Under the terms of the acquisition agreements, Union Street will acquire both RAZOR and Archway for an aggregate purchase price of $110.3 million, of which $10.0 million will be paid in shares of our common stock. Each transaction is contingent on the other one completing.

• RAZOR Business Strategy Consultants, LLC - Union Street will acquire RAZOR for a purchase price of $30.0 million, of which $10.0 million will be paid in shares of our common stock. The shares of common stock issued to RAZOR in connection with the transaction will be restricted from disposition or transfer for a period of two years from closing. Founded in 2003, RAZOR has approximately 165 employees and serves leading national marketers. RAZOR is focused on heavy data analytics and program design capabilities, including customer and transaction analytics, such as media mix modeling, segmentation, and ROI analysis, and transaction-level communications, such as database marketing/CRM, direct mail, promotion, web development and digital communications.

For a more complete discussion of our proposed business combination, see our Current Report on Form 8-K filed with the SEC on February 27, 2008.

The transaction is currently expected to close in the third quarter of 2008, after the required approval of our stockholders.

RESULTS OF OPERATIONS

Through December 31, 2007, our efforts have been primarily organizational activities, activities relating to our Offering and active searching for a target company to do a business combination. We have neither engaged in any operations nor generated any revenues to date. We currently have no operating business. Beginning February 6, 2007 (the date of the consummation of our Offering) until our consummation of a Business Combination, we expect interest earned on the Offering proceeds held in our Trust Account to be our primary source of income.

Net income of $2,286,411 reported for the twelve months ended December 31, 2007 consisted primarily of investment income on the trust account (net of deferred interest) of $4,034,740 and other interest income of $33,364 offset by $18,080 expense for professional fees, $122,951 expense for director and officer liability insurance, $82,500 expense for a monthly administrative services agreement, $102,427 expense for travel and entertainment, $89,708 for AMEX listing fees, $162,095 for franchise tax, $26,082 for other expenses and $1,177,848 of income taxes.

Net income of $2,265,505 reported for the period July 18, 2006 (date of inception) through December 31, 2007 consisted primarily of investment income on the trust account (net of deferred interest) of $4,034,740 and other interest income of $33,364 offset by $18,080 expense for professional fees, $122,951 expense for director and officer liability insurance, $82,500 expense for a monthly administrative services agreement, $105,283 expense for travel and entertainment, $89,708 for AMEX listing fees, $162,095 for franchise tax, $44,132 for other expenses and $1,177,848 of income taxes.

Net loss of $20,906 reported for the period July 18, 2006 (date of inception) through December 31, 2006 consisted of $2,856 of expense for travel and entertainment and $18,050 for other expenses.

We presently occupy office space provided by Union Street Capital Management LLC, an affiliate of our initial stockholders. Union Street Capital Management LLC has agreed that, until we consummate the acquisition of a target business, it will make such office space, as well as certain office and secretarial services, available to us, as we may require from time to time. We have agreed to pay Union Street Capital Management LLC $7,500 per month for such services commencing on February 1, 2007. The statement of operations for the twelve months ended December 31, 2007 includes $82,500 related to this agreement.

CHANGES IN FINANCIAL CONDITION

Liquidity and Capital Resources

Assuming the release of the full amount of the interest we are entitled to receive from the trust account, we believe we will have sufficient available funds outside of the trust account to operate through February 7, 2009, assuming that a business combination is not consummated during that time. We do not believe we will need to raise additional funds in order to meet the expenditures required for operating our business. However, we may need to raise additional funds through a private offering of debt or equity securities if such funds are required to consummate a business combination that is presented to us. We would only consummate such a financing simultaneously with the consummation of a business combination.

Off-Balance Sheet Arrangements

Warrants issued in conjunction with our initial public offering are equity linked derivatives and accordingly represent off-balance sheet arrangements. The warrants meet the scope exception in paragraph 11(a) of Financial Accounting Standards (FAS) 133 and are accordingly not accounted for as derivatives for purposes of FAS 133, but instead are accounted for as equity. See Note D to the financial statements for more information.

Contractual Obligations

In connection with our Offering, Banc of America Securities LLC and Morgan Joseph & Co. Inc. has agreed to defer payment of the remaining three and seven tenths percent (3.7%) of the gross proceeds ($3,700,000) until completion of a Business Combination. Until a Business Combination is complete, these funds will remain in the Trust Account. If the Company does not complete a Business Combination then the 3.7% deferred fee will become part of the funds returned to the Company's Public Stockholders from the Trust Account upon its liquidation as part of any plan of dissolution and distribution approved by the Company's stockholders.

The Company has entered into an engagement agreement with Banc of America Securities LLC whereby Banc of America Securities LLC will provide financial advisory and investment banking services to the Company. For a more complete discussion of this engagement, see below under the section entitled "Item 13 Certain Relationships and Related Transaction."

Other than contractual obligations incurred in the ordinary course of business, we do not have any other long-term contractual obligations.