This Quarterly Report on Form 10-Q includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended. We have based these forward-looking statements on our current expectations and projections about future events. These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions about us that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as "may," "should," "could," "would," "expect," "plan," "anticipate," "believe," "estimate," "continue," or the negative of such terms or other similar expressions. Factors that might cause or contribute to such a discrepancy include, but are not limited to, those described in our other Securities and Exchange Commission filings.

Overview

The Company was formed on April 17, 2006 for the purpose of effecting a merger, capital stock exchange, asset acquisition or other similar business combination with one or more operating businesses.

On February 1, 2007, we completed our initial public offering or IPO of 15,600,000 units, and on February 16, 2007, we completed the sale of an additional 2,340,000 units that were subject to the underwriter's over-allotment option. Each Unit consists of one share of our common stock and two warrants entitling the holder to purchase one share of our common stock at a price of $5.00. The public offering price of each unit was $6.00, and we generated gross proceeds of $107,640,000 in the IPO (including proceeds from the exercise of the over-allotment option). Of the gross proceeds: (i) we deposited $102,047,840 into a trust account, or the Trust Account, at JPMorgan Chase NY Bank, maintained by Continental Stock Transfer & Trust Company as trustee, which included $3,051,240 of deferred underwriting fees; (ii) the underwriters received $4,811,160 as underwriting fees (excluding the deferred underwriting fees); and (iii) we retained $781,000 for offering expenses. In addition, we deposited into the Trust Account $2,100,000 that we received from the issuance and sale of 4,666,667 warrants to RAC Partners LLC, an entity controlled by Barry W. Florescue, our chairman and chief executive officer, and Charles Miersch and Morton Farber, directors on January 29, 2007.

We intend to utilize cash derived from the proceeds of our initial public offering, our capital stock, debt or a combination of cash, capital stock and debt, in effecting a business combination. The issuance of additional shares of our capital stock:

o may significantly reduce the equity interest of our stockholders;

o may subordinate the rights of holders of common stock if we issue preferred stock with rights senior to those afforded to our common stock;

o will likely cause a change in control if a substantial number of our shares of common stock are issued, which may affect, among other things, our ability to use our net operating loss carry forwards, if any, and most likely will also result in the resignation or removal of our present officers and directors; and

o may adversely affect prevailing market prices for our common stock.

Similarly, if we issue debt securities, it could result in:

o default and foreclosure on our assets if our operating revenues after a business combination are insufficient to pay our debt obligations;

o acceleration of our obligations to repay the indebtedness even if we have made all principal and interest payments when due if the debt security contains covenants that required the maintenance of certain financial ratios or reserves and we breach any such covenant without a waiver or renegotiation of that covenant;

o our immediate payment of all principal and accrued interest, if any, if the debt security is payable on demand; and

o our inability to obtain additional financing, if necessary, if the debt security contains covenants restricting our ability to obtain additional financing while such security is outstanding.

We intend to use substantially all of the net proceeds of our IPO, (excluding deferred underwriting discounts and commissions), to acquire a target business. To the extent that our capital stock is used in whole or in part as consideration to effect a business combination, the remaining proceeds held in the trust account as well as any other net proceeds not expended will be used as working capital to finance the operations of the target business. Such working capital funds could be used in a variety of ways including continuing or expanding the target business operations, for strategic acquisitions and for marketing, research and development of existing or new products. Such funds could also be used to repay any operating expenses or finders' fees which we had incurred prior to the completion of our business combination if the funds available to us outside of the trust account were insufficient to cover such expenses.

Results of Operations, Financial Condition and Liquidity

Through June 30, 2008, 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.

Net income totaled $671,121, $90,366, $1,157,904, $494,308 and $2,794,168 for the three months ended June 30, 2007 and June 30, 2008, for the six months ended June 30, 2007 and June 30, 2008, and for the period from inception to June 30, 2008, respectively. The decrease in net income for the three months ended June 30, 2008 versus the three months ended June 30, 2007 was primarily due to the Company's transferring of its trust account assets from money market funds invested in various short term credits to United States Treasuries, which had a comparatively lower yield.

Our operating expenses totaled $226,696, $155,744, $294,376, $329,392, and $1,178,948 for the three months ended June 30, 2007 and June 30, 2008, for the six months ended June 30, 2007 and June 30, 2008, and for the period from inception to June 30, 2008, respectively.

We had net interest income earned on marketable securities and held in the Trust Account of $966,143, $369,641, $1,519,775, $1,268,982, and $5,382,914, for the three months ended June 30, 2007 and June 30, 2008, for the six months ended June 30, 2007 and June 30, 2008, and for the period from inception to June 30, 2008, respectively. Interest income, after $1,875,000 which has been released to the Company, excludes earnings on funds held in the Trust Account associated with common stock subject to possible conversion and, except for amounts equal to any taxes payable by us relating to such interest earned, will not be released from the Trust Account until the earlier of the completion of a business combination or the expiration of the time period during which we may complete a business combination. After deduction on the amount related to the Company's income taxes payable on the interest, approximately $2,024,600 of interest income remains to be allocable, with approximately $404,700 of such amount being allocable to common shares subject to conversion.

Interest expense for the periods presented relates to the borrowings from the installment loan for insurance.

We have provided for only an effective tax rate of over 34% on an inception to-date basis. As of June 30, 2008, there is a liability of $467,516.

The following table shows the total funds held in the trust account through June 30, 2008:

Net proceeds from our initial public offering and private placement

of warrants placed in trust                                         $ 104,147,840
Total interest and miscellaneous income received to date                5,383,064
Less total interest disbursed to us for working capital through
June 30, 2008                                                         (1,875,000)
Less total taxes paid through June 30, 2008                           (1,492,750)
Total funds held in trust account through June 30, 2008             $ 106,163,154

As of June 30, 2008, we had approximately $1,074,356 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. We believe that we have sufficient funds to allow us to operate through January 29, 2009, assuming that a business combination is not consummated during that time. Over this time period, we anticipate incurring expenses for the following purposes:

o payment of premiums associated with our directors' and officers' insurance;

o payment of estimated taxes incurred as a result of interest income earned on funds currently held in the trust account;

o due diligence and investigation of prospective target businesses;

o legal and accounting fees relating to our SEC reporting obligations and general corporate matters;

o structuring and negotiating a business combination, including the making of a down payment or the payment of exclusivity or similar fees and expenses; and

o other miscellaneous expenses including the $8,000 per month to a related party for office space and general and administrative services.

Critical Accounting Policies

In presenting our financial statements in conformity with accounting principles generally accepted in the United States, we are required to make estimates and judgments that affect the amounts reported in our financial statements. Some of the estimates and assumptions we are required to make relate to matters that are inherently uncertain as they pertain to future events. We formulate these estimates and assumptions based on historical experience and on various other matters that we believe to be reasonable and appropriate. Actual results may differ significantly from these estimates.