##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 Form 10-K/A
   þ
    
    Annual Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
for the fiscal year ended December 31, 2007
  o
    
    Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
  180 CONNECT INC.
 (Exact Name of Registrant as Specified in its Charter)
 Delaware
    
    20-2650200(State of Incorporation)
    
    (IRS Employer Identification Number)
 (Address of principal executive offices)
 
   Common Stock, par value $0.0001 per share
Units, each consisting of one share of Common Stock and two Warrants
Warrants, exercisable for Common Stock at an exercise price of $5.00 per share
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   Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer o
    
    Smaller reporting company þ(Do not check if a smaller reporting company)
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EXPLANATORY NOTE
    TABLE OF CONTENTS
 Item No.
    
    
    
    PagePART IIIItem 12.
    
    Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters
    
    1Item 14.
    
    Principal Accountant Fees and Services
    
    3PART IVItem 15.
    
    Exhibits and Financial Statement Schedules
    
    5Signatures
    
    6EX-31.5 Section 302 Certification of CEOEX-31.6 Section 302 Certification of CFO




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PART III
 
 Item 12.
    
    Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters
 Equity Compensation Plan Information
  Equity Compensation Plan InformationNumber ofsecuritiesremaining availableNumber of
    
    
    
    
    
    
    
    
    for future issuancesecurities to be
    
    
    
    
    
    
    
    
    under equityissued upon
    
    
    
    Weighted-average
    
    
    
    compensation plansexercise of
    
    
    
    exercise price of
    
    
    
    (excludingoutstanding
    
    
    
    outstanding
    
    
    
    securitiesoptions, warrants
    
    
    
    options, warrants
    
    
    
    reflected in columnand rights
    
    
    
    and rights
    
    
    
    (a))Plan category
    
    
    (a)
    
    
    
    (b)
    
    
    
    (c)Equity compensation
plans approved by
security holders(1)
    
    
    
    2,376,650
    
    
    
    $
    2.10
    
    
    
    
    20,000Equity compensation
plans not approved
by security holders
    
    
    
    
    
    
    
    
    
    
    
    
    
    Total
    
    
    
    2,376,650
    
    
    
    $
    2.10
    
    
    
    
    20,000
 (1)
    
    Consists of 1,980,000 restricted stock units and options issued pursuant to the Companys 2007
Long Term Incentive Plan, 167,999 SARs issued in 2006 and options issued in connection with our
2003 acquisition of a minority interest in Cable Play Inc. For further details regarding our
equity compensation plans, see to Note 16, Stock-Based Compensation and Changes in Shareholders
Equity, in the consolidated financial statements in the Form 10-K.
 Security Ownership of Certain Beneficial Owners and Management
  
    
    each person known by us to be the beneficial owner of more than 5% of our outstanding shares
of common stock;
    
    each of our directors and named executive officers; and
    
    all of our executive officers and directors as a group.
  1




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Name and Address of
    
    Amount and Nature ofBeneficial Owner
    
    Beneficial Ownership
    
    
    Percent of ClassHoward S. Balter(1)
    
    
    3,978,551
    (2)
    
    
    15.0
    %Ilan M. Slasky(1)
    
    
    2,482,782
    (3)
    
    
    9.7
    %Lawrence J. Askowitz(1)
    
    
    50,500
    
    
    
    *M. Brian McCarthy(1)
    
    
    157,500
    (4)
    
    
    *Peter Giacalone(1)
    
    
    302,500
    (5)
    
    
    1.2
    %David Hallmen(1)
    
    
    125,522
    (6)
    
    
    *Byron Osing(1)
    
    
    1,925,001
    (7)
    
    
    7.7
    %Jiri Modry(1)
    
    
    0
    
    
    
    *Thomas Calo(1)
    
    
    0
    
    
    
    *Steven Westberg(1)
    
    
    2,000
    (8)
    
    
    *Creative Vistas Inc.
2100 Forbes Street, Unit
8-10, Whitby, Ontario L1N
9T3
Canada
    
    
    3,124,407
    
    
    
    12.9
    %Quaker Capital Management
Corporation
401 Wood Street, Suite 1300
Pittsburgh, PA 15222
    
    
    1,328,360
    (9)
    
    
    5.5
    %Millenco, LLC
666 Fifth Avenue, 8th Floor
New York, New York 10103
    
    
    1,969,304
    (10)
    
    
    7.5
    %All directors and executive
officers asa group (10
individuals)
    
    
    9,024,356
    (11)
    
    
    31.6
    %
 
 *
    
    Less than 1%.(1)
    
    The business address is c/o 180 Connect Inc., 6501 E. Belleview Avenue, Englewood, Colorado
80111.(2)
    
    Includes (i) 1,005,829 shares held by Mr. Balter; (ii) 2,129,602 shares which may be purchased
upon exercise of warrants that were exercisable as of May 9, 2008, or within 60 days of such date;
(iii) 300,000 shares held by H. Balter 2007 Associates, LLC, of which Mr. Balter is sole
non-managing member; (iv) 200,000 shares held by The Howard S. Balter 2007 Grantor Retained Annuity
Trust II; (v) 95,000 shares held by 180 Connect Disposition LLC; (vi) 222,000 shares held by
Myrna Weinberger TTEE, Balter Family Trust U/A DTD 11/17/1997; (vii) 24,360 shares which may be
sold upon exercise of options held by certain third parties that were exercisable as of May 9,
2008, or within 60 days of such date; and (viii) 1,760 shares which may be sold upon exercise of
options that were exercisable as of May 9, 2008, or within 60 days of such date, which Mr. Balter
has agreed to sell to certain third parties. Mr. Balter disclaims beneficial ownership of the
shares held by Myrna Weinberger TTEE, Balter Family Trust U/A DTD 11/17/1997.(3)
    
    Includes (i) 676,500 shares held by Mr. Slasky; (ii) 300,000 shares held by the Ilan Slasky
2007 Grantor Retained Annuity Trust (the Slasky GRAT); (iii) 216,484 shares held jointly with
Reva Slasky; (iv) 1,264,798 shares held jointly with Reva Slasky which may be purchased upon
exercise of warrants that were exercisable as of May 9, 2008, or within 60 days of such date; and
(v) 25,000 shares which may be sold upon exercise of options held by certain third parties that
were exercisable as of May 9, 2008, or within 60 days of such date.(4)
    
    Includes (i) 57,500 shares held by Mr. McCarthy; (ii) 42,500 shares which may be purchased upon
exercise of options that were exercisable as of May 9, 2008, or within 60 days of such date; (iii)
42,500 shares which may be purchased upon exercise of restricted stock units that were exercisable
as of May 9, 2008, or within 60 days of such date; and (iv) 15,000 shares which may be purchased
upon exercise of SARs that were exercisable as of May 9, 2008, or within 60 days of such date.(5)
    
    Includes (i) 195,000 shares held by Mr. Giacalone; (ii) 46,250 shares which may be purchased
upon exercise of options that were exercisable as of May 9, 2008, or within 60 days of such date;
(iii) 46,250 shares which may be purchased upon exercise of restricted stock units that were
exercisable as of May 9, 2008, or within 60 days of such date; and (iv) 15,000 shares which may be
purchased upon exercise of SARs that were exercisable as of May 9, 2008, or within 60 days of such
date.(6)
    
    Includes (i) 73,865 shares held by Mr. Hallmen; and (ii) 51,657 shares which may be purchased
upon exercise of options that were exercisable as of May 9, 2008, or within 60 days of such date. 2




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(7)
    
    Includes (i) 1,179,767 shares held by Mr. Osing; (ii) 660,000 exchangeable shares held by Mr.
Osing; and (iii) 85,234 shares which may be purchased upon exercise of options that were
exercisable as of May 9, 2008, or within 60 days of such date.(8)
    
    Includes 2,000 shares which may be purchased upon exercise of SARs that were exercisable as of
May 9, 2008, or within 60 days of such date.(9)
    
    Derived from a jointly-filed Schedule 13D, dated August 24, 2007, filed by Quaker Capital
Management Corporation, a Pennsylvania corporation (Quaker Capital Management), Quaker Capital
Partners I, LP, a Delaware limited partnership, Quaker Capital Partners II, LP, a Delaware limited
partnership, Quaker Premier, LP, a Delaware limited partnership, Quaker Premier II, LP, a Delaware
limited partnership, and Mr. Mark G. Schoeppner. As of August 24, 2007, Quaker Capital Management
may be deemed to be the beneficial owner of 1,328,360 shares of common stock.(10)
    
    Derived from a jointly-filed Schedule 13D, dated August 24, 2007, filed by Millenco, LLC, a
Delaware limited liability company (formerly Millenco, L.P., a Delaware limited partnership)
(Millenco), Millennium Management, LLC, a Delaware limited liability company (Millennium
Management), and Israel A. Englander (Mr. Englander). As of August 24, 2007, each of Millenco,
Millennium Management, and Mr. Englander may be deemed to be the beneficial owner of 1,969,304
warrants to purchase shares of common stock.(11)
    
    Includes (i) 3,394,400 shares which may be purchased upon exercise of warrants that were
exercisable as of May 9, 2008, or within 60 days of such date; (ii) 225,641 shares which may be
purchased upon exercise of options that were exercisable as of May 9, 2008, or within 60 days of
such date; (iii) 88,750 shares which may be purchased upon exercise of restricted stock units that
were exercisable as of May 9, 2008, or within 60 days of such date; (iv) 32,000 shares which may be
purchased upon exercise of SARs that were exercisable as of May 9, 2008, or within 60 days of such
date; and (v) 660,000 exchangeable shares. 
 Item 14. Principal Accountant Fee and Services
  Year ended December 31,Fee Category
    
    2007
    
    
    2006Audit Fees
    
    $
    2,031,675
    
    
    $
    66,000Audit-Related Fees
    
    
    13,250
    
    
    
    Tax Fees
    
    
    65,041
    
    
    
    Total Fees
    
    $
    2,109,966
    
    
    $
    66,000
  Audit Fees.
 Audit-Related Fees.
 Tax Fees.
 All Other Fees.
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Policy on Audit Committee Pre-Approval of Audit and Permissible Non-audit Services of Independent
Auditors
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PART IV
 
 Item 15.
    
    Exhibits and Financial Statements Schedules
  31.5
    
    Section 302 Certification from Chief Executive Officer31.6
    
    Section 302 Certification from Chief Financial Officer
 5




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SIGNATURES
 10-K/A
 Date: May 28, 2008
    By:
    /s/ Steven WestbergSteven WestbergChief Financial Officer 6