On September 15, 2008, HoldCo, entered into an Agreement and Plan of Merger (the "Merger Agreement") whereby HoldCo agreed to acquire 100% of the issued and outstanding shares of capital stock of Archway Marketing Services, Inc. ("Archway") from Argenbright, Inc. ("Argenbright") at the same price and on substantially the same terms as are contained in the Archway Purchase Agreement, (the "HoldCo Acquisition"). Pursuant to the Merger Agreement, the HoldCo Acquisition would only be consummated if the Archway Purchase Agreement was terminated.
On September 22, 2008, the Company held its special meeting of stockholders to vote on the proposed Acquisitions. At the special meeting of stockholders the proposed Acquisitions were not approved by the Company's stockholders. Pursuant to its charter and terms of its initial public offering, the Company is not permitted to pursue any other transactions. The Company will begin the process of liquidating and dissolving itself in accordance with its charter and applicable law pending stockholder approval of its plan of liquidation and dissolution. As a result, the Company expects that the amounts held in its Trust Account, together with interest (net of applicable taxes), will be returned to the Company's public stockholders. No payments will be made with respect to the Company's outstanding warrants or to any of its initial stockholders with respect to the shares owned by them prior to the initial public offering. On October 21, 2008, the Company mailed to its stockholders a proxy statement seeking approval to effect the liquidation and dissolution at a special meeting of stockholders scheduled for November 19, 2008. For a more complete discussion see our Definitive Proxy Statement on Schedule 14A filed with the SEC on October 21, 2008.
On October 31, 2008, the Company entered into a letter agreement (the "Amended Letter Agreement") with HoldCo which amended that certain letter agreement between the Company and HoldCo, dated as of September 14, 2008, pursuant to which HoldCo agreed to pay to the Company a fee of $750,000 (the "Fee") upon the closing of the transactions contemplated by the Agreement and Plan of Merger, dated as of September 14, 2008, by and among Archway Marketing Holdings, Inc., Archway Marketing Acquisition, Inc., Argenbright, Inc. and Archway Marketing Services, Inc., as amended (the "Merger Agreement"). Pursuant to the Amended Letter Agreement, the Company and HoldCo agreed that in consideration of their additional efforts and risks related to the transactions arising from the significant changes in the financing and economic environment in recent weeks and the attendant difficulties, expenses and terms of obtaining reasonable financing for the transactions, the Fee was reduced from $750,000 to $250,000.
On November 3, 2008, the HoldCo Acquisition was consummated and the Company received the Fee.
As of September 30, 2008, $101,037,827 was held in trust and we had $204,074 of 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 September 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, entering into the agreements described above 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 three and nine months ended September 30, 2008, we earned $372,288 and $1,532,529, respectively, in interest income on the trust account.
On February 19, 2008 and July 17, 2007, the Company had released to it $250,000 and $1,250,000, respectively, 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 September 30, 2008:

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 September 30, 2008                              5,892,827
Working capital disbursements through September 30, 2008                       (1,500,000 )
Less total disbursed for taxes through September 30, 2008                      (1,855,000 )

Total funds held in trust account as of September 30, 2008                  $ 101,037,827

Results of Operations for the three and nine month period ended September 30, 2008
Net loss of $195,829 reported for the three month period ended September 30, 2008 consisted primarily of investment income on the trust account of $372,288, the reversal of deferred interest income of $428,709, other interest income of $1,246 and an income tax benefit of $100,881 offset by the write-off of $934,218 of transaction related expenses, $17,250 expense for professional fees, $30,846 expense for director and officer liability insurance, $22,500 expense for a monthly administrative services agreement, $42,348 expense for travel and entertainment, $6,875 for AMEX listing fees, $40,000 for franchise tax, and $4,916 for other expenses. At September 30, 2008, we had cash outside of the trust fund of $204,074, prepaid expenses of $104,420 and accounts payable and accrued expenses of $151,918.
Net income of $247,756 reported for the nine month period ended September 30, 2008 consisted primarily of investment income on the trust account of $1,429,378, the reversal of deferred interest income of $428,709, and other interest income of $11,370 offset by the write-off of $934,218 of transaction related expenses, $102,797 expense for professional fees, $99,017 expense for director and officer liability insurance, $67,500 expense for a monthly administrative services agreement, $127,784 expense for travel and entertainment, $20,625 for AMEX listing fees, $124,775 for franchise tax, $17,352 for other expenses and 127,632 of income tax expense. At September 30, 2008, we had cash outside of the trust fund of $204,074, prepaid expenses of $104,420 and accounts payable and accrued expenses of $151,918.
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 three and nine months ended September 30, 2008 includes $22,500 and $67,500, respectively, related to this agreement. Liquidity and Capital Resources
We believe we will have sufficient available funds outside of the trust account to operate through February 7, 2009, or until our dissolution and liquidation.
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 C to the financial statements for more information. Recent Accounting Pronouncements
In September 2006, the FASB issued Statement No. 157, Fair Value Measurements ("SFAS No. 157"). SFAS No. 157 provides guidance for using fair value to measure assets and liabilities. This statement clarifies the principle that fair value should be based on the assumptions that market participants would use when pricing the asset or liability. SFAS No. 157 establishes a fair value hierarchy, giving the highest priority to quoted prices in active markets and the lowest priority to unobservable data. SFAS No. 157 applies whenever other standards require assets or liabilities to be measured at fair value. Effective January 1, 2008, the Company implemented SFAS No. 157, which did not have an impact on Company's financial results. In accordance with the provisions of FSP No. FAS 157-2, Effective Date of FASB Statement No. 157, the Company has elected to defer implementation of SFAS 157 as it relates to its non-financial assets and non-financial liabilities until January 1, 2009.
We adopted SFAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities including an Amendment of FASB Statement No. 115 ("SFAS 159") on January 1, 2008. SFAS 159 permits entities to choose to measure many financial instruments and certain other items at fair value. We have not made any fair value elections as permitted under the provisions of SFAS 159; therefore, the adoption of this standard did not have an impact on our consolidated financial statements.