ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.

Overview

We are a Nevada corporation which was organized on April 2, 2012 as a direct wholly owned subsidiary of RLJ Acquisition, Inc. We were formed solely for the purpose of effecting a business combination between RLJ Acquisition, Inc., Image Entertainment, Inc. and Acorn Media Group, Inc. We have neither engaged in any operations nor generated any revenues from operations from inception through the end of the period covered by this report. Our entire activity from inception through the end of the period covered by this report has related to the our Registration Statement on Form S-4 (No. 333-180714), originally filed with the Securities and Exchange Commission on April 13, 2012, which was declared effective on August 10, 2012.

Off-Balance Sheet Arrangements

For the period covered by this report, we did not enter into any off-balance sheet financing arrangements and did not establish any special purpose entities. For the period covered by this report, we did not guarantee any debt or commitments of other entities or enter into any options on non-financial assets.

Contractual Obligations

For the period covered by this report, we did not have any long term debt, capital lease obligations, operating lease obligations or purchase obligations.