**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**Washington,
      D.C. 20549**


**_____________________**




**FORM
      10-K**


**_____________________**




x
            **ANNUAL
                REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
                ACT OF
                1934**




**For
      the fiscal year ended March 31, 2007**




**OR**




 ̈
            **TRANSITION
                REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
                ACT OF
                1934**




**Commission
      file number: 000-51456**


**_____________________**




**AD.VENTURE
      PARTNERS, INC.**


(Exact
      name of registrant as specified in its charter)




**Delaware**
              (State
                or other jurisdiction of
              incorporation
                or organization)
            **20-2650200**
              (I.R.S.
                Employer Identification No.)**360
                Madison Avenue, 21st Floor, New York, NY**
              (Address
                of principal executive offices)
            **10017**
              (Zip
                Code)





**REGISTRANT’S
      TELEPHONE NUMBER, INCLUDING AREA CODE: (212) 703-7241**




**SECURITIES
      REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:**




**None.**




**SECURITIES
      REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:**




**Title
                of Each Class**
            **Name
                of Each Exchange on Which Registered**Units,
                each consisting of one share of Common Stock, $0.0001 par value,
                and one
                Warrant
            OTC
                Bulletin BoardCommon
                Stock, par value $0.001 per share
            OTC
                Bulletin BoardWarrants
                to Purchase Common Stock
            OTC
                Bulletin Board










Indicate
      by check mark if the registrant is a well-known seasoned issuer, as defined
      in
      Rule 405 of the Securities Act. Yes  ̈ No x




Indicate
      by check mark if the registrant is not required to file reports pursuant to
      Section 13 or Section 15(d) of the Act. Yes  ̈ No x




Indicate
      by check mark whether the registrant: (1) has filed all reports required to
      be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
      the preceding 12 months (or for such shorter period that the registrant was
      required to file such reports), and (2) has been subject to such filing
      requirements for the past 90 days. Yes x No  ̈




Indicate
      by check mark if disclosure of delinquent filers pursuant to Item 405 of
      Regulation S-K is not contained herein, and will not be contained, to the best
      of registrant’s knowledge, in definitive proxy or information statements
      incorporated by reference in Part III of this Form 10-K or any amendment to
      this
      Form 10-K.  ̈




Indicate
      by check mark whether the registrant is a large accelerated filer, an
      accelerated filer, or a non-accelerated filer. See definition of “accelerated
      filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check
      one):




Large
      accelerated filer  ̈ Accelerated
      filer  ̈ Non-accelerated
      filer x




Indicate
      by check mark whether the registrant is a shell company (as defined in Rule
      12b-2 of the Exchange Act). Yes x No  ̈




The
      aggregate market value of the registrant’s voting equity held by non-affiliates
      of the registrant, computed by reference to the closing sales price for the
      registrant’s units, each consisting of one share of the registrant’s common
      stock and two warrants, each exercisable for an additional share of common
      stock, on September 29, 2006, as reported on the OTC Bulletin Board, was
      approximately $49,590,000.




As
      of
      June 8, 2007, 11,249,997 shares of the registrant's common stock, par value
      $0.001 per share, were outstanding.





**DOCUMENTS
      INCORPORATED BY REFERENCE**





Part III
      incorporates by reference certain information from the registrant’s definitive
      proxy statement to be filed with the Securities and Exchange Commission pursuant
      to Regulation 14A within 120 days after March 31, 2007 in
      connection with the solicitation of proxies for the registrant’s special meeting
      in lieu of 2007 Annual Meeting of Stockholders.










**TABLE
        OF CONTENTS**
  **PAGE**PART
                    IItem
                    1.
                
                
                Business
                
                
                1Item
                    1A.
                
                
                Risk
                    Factors
                
                
                5Item
                    1B.
                
                
                Unresolved
                    Staff Comments
                
                
                13Item
                    2.
                
                
                Properties
                
                
                13Item
                    3.
                
                
                Legal
                    Proceedings
                
                
                13Item
                    4.
                
                
                Submission
                    of Matters to a Vote of Security Holders
                
                
                14PART
                    IIItem
                    5.
                
                
                Market
                    for Registrant’s Common Equity, Related Stockholder Matters, and Issuer
                    Purchases of Equity Securities
                
                
                14Item
                    6.
                
                
                Selected
                    Financial Data
                
                
                17Item
                    7.
                
                
                Management’s
                    Discussion and Analysis of Financial Condition and Results of
                    Operations
                
                
                19Item
                    7A.
                
                
                Quantitative
                    and Qualitative Disclosure About Market Risk
                
                
                23Item
                    8.
                
                
                Financial
                    Statements and Supplementary Data
                
                
                24Item
                    9.
                
                
                Changes
                    in and Disagreements with Accountants on Accounting and Financial
                    Disclosures
                
                
                37Item
                    9A.
                
                
                Controls
                    and Procedures
                
                
                37Item
                    9B.
                
                
                Other
                    Information
                
                
                37PART
                    IIIItem
                    10.
                
                
                Directors
                    and Executive Officers of the Registrant
                
                
                38Item
                    11.
                
                
                Executive
                    Compensation
                
                
                38Item
                    12.
                
                
                Security
                    Ownership of Certain Beneficial Owners and Management and Related
                    Stockholder Matters
                
                
                38Item
                    13.
                
                
                Certain
                    Relationships and Related Transactions, and Director
                    Independence
                
                
                38Item
                    14.
                
                
                Principal
                    Accountant Fees and Services
                
                
                38Item
                    15.
                
                
                Exhibit
                    and, Financial Statement Schedules
                
                
                38SIGNATURES
                
                
                
                
                
                41




-
          i -




**PART
      I**




**Item
      1.**  ***Business***




**General**




We
      were
      organized as a Delaware blank check company in April 2005 for the purpose of
      acquiring, through a merger, capital stock exchange, asset acquisition or other
      similar business combination, one or more operating businesses in the
      technology, media or telecommunications industries.





**Initial
      Public Offering**





In
      August
      2005, we consummated our initial public offering (the “IPO”), resulting in net
      proceeds of approximately $51.2 million after payment of underwriters’
commission and offering costs, of which $50.4 million was placed in the trust
      account and invested mutual funds and municipal money market funds meeting
      certain conditions under Rule 2a-7 promulgated under the Investment Company
      Act
      of 1940, as amended. Our amended and restated certificate of incorporation
      provides that such funds, with the interest earned thereon, will be released
      to
      us upon consummation of our initial business combination, less any amount
      payable to our stockholders that vote against the initial business combination
      and elect to exercise their conversion rights. In connection with the IPO,
      we
      agreed to pay the underwriters approximately $1.6 million upon consummation
      of
      our initial business combination. The proceeds of the offering not held in
      the
      trust account have been used by us to pay offering expenses and operating
      expenses, including expenses incurred in connection with our pursuit of
      potential business combinations. Except for amounts released to pay taxes on
      interest earned on the trust account, the funds in the trust account will not
      be
      released until the earlier of the completion of the initial business combination
      or our dissolution and liquidation. As of March 31, 2007, there was
      approximately $52.3 million in the trust account, including accrued interest
      on
      the funds in the trust account.





**Proposed
      Arrangement with 180 Connect Inc.**




We
      are
      proposing to engage in a business combination with 180 Connect Inc., a
      corporation organized under the laws of Canada (“180 Connect”), pursuant to
      which we will indirectly acquire all of 180 Connect’s outstanding shares and 180
      Connect will thereby become our indirect subsidiary. The business combination
      will be carried out pursuant to an arrangement under a plan of arrangement
      pursuant to the Canada Business Corporations Act (the “CBCA”), as set forth in
      the arrangement agreement dated March 13, 2007 among us, 6732097 Canada Inc.,
      a
      corporation incorporated under the laws of Canada and our indirect wholly-owned
      subsidiary (“Purchaser”), and 180 Connect, whereby Purchaser will acquire all
      the outstanding 180 Connect common shares in exchange for either shares of
      our
      common stock, exchangeable shares of Purchaser or a combination of shares of
      our
      common stock and exchangeable shares of Purchaser. The exchangeable shares
      will
      entitled the holders to dividends and other rights that are substantially
      economically equivalent to those of holders of our common stock,
      and holders of exchangeable shares will have the right, through the voting
      and exchange trust agreement, to vote at meetings of our
      stockholders.




In
      addition, as part of the arrangement, all outstanding options to purchase 180
      Connect common shares will be exchanged for options to purchase our common
      stock. We will also assume all of 180 Connect’s obligations pursuant to 180
      Connect’s outstanding warrants, stock appreciation rights and convertible
      debentures. The arrangement will be accounted for under the reverse acquisition
      application of the equity recapitalization method of accounting in accordance
      with U.S. GAAP for accounting and financial reporting purposes.




Upon
      completion of the arrangement, each 180 Connect common share will be exchanged
      for 0.6272 shares of our common stock or 0.6272 exchangeable shares of
      Purchaser. Each exchangeable share will be exchangeable for one share of our
      common stock at any time after issuance at the option of the holders and will
      be
      redeemable or purchasable at the option of Purchaser or the parent of Purchaser
      after two years or upon the earlier occurrence of certain specified events.
      Only
      180 Connect shareholders that are eligible Canadian residents may elect to
      receive exchangeable shares. The exchangeable shares will entitle their holders
      to dividends and other rights that are substantially economically equivalent
      to
      those of holders of shares of our common stock. Holders of exchangeable shares
      will also have the right, through a voting and exchange trust arrangement,
      to vote at meetings of our stockholders. The exchangeable share structure is
      designed to provide an opportunity for shareholders of 180 Connect that are
      eligible Canadian residents and who validly make the required tax election
      to
      achieve a deferral of Canadian tax on any accrued capital gain on their 180
      Connect common shares in certain circumstances until redemption or purchase
      of
      such shares pursuant to its terms.




1




The
      arrangement is expected to be completed during the third calendar quarter of
      2007. The completion of the arrangement is subject to the approval of the
      arrangement proposal by Ad.Venture’s stockholders, compliance with the court
      ordered approval process pursuant to the CBCA and the satisfaction of certain
      other conditions.




For
      additional information about the proposed arrangement, including copies of
      the
      arrangement agreement, the plan of arrangement and other ancillary agreements
      related to the arrangement, please refer to the Registration Statement on Form
      S-4 that we filed with the Securities and Exchange Commission (the “SEC”) on
      April 24, 2007.




**Operating
      Funds and Loans**




Since
      our
      IPO we have expended all of the funds held outside of our trust account. In
      addition to amounts spent on legal and accounting due diligence on prospective
      acquisitions, we have spent significant amounts on legal and accounting fees
      related to our SEC reporting obligations as well as on continuing general and
      administrative expenses. On January 29, 2007, we entered into notes with each
      of
      Messrs. Balter and Slasky pursuant to which Messrs. Balter and Slasky may loan
      such amounts as are necessary to fund our operating expenses and expenses in
      connection with the arrangement. The loans bear no interest and are payable
      upon
      demand or upon the consummation of a business combination. We have agreed to
      reimburse Messrs. Balter and Slasky for any tax liabilities they may incur
      as a
      result of any imputed interest income related to the notes. We currently believe
      Messrs. Balter and Slasky will continue to loans funds to us to cover our
      expenses. However, in the event that Messrs. Balter and Slasky are unable or
      unwilling to continue to loan funds to us, we may not be able to consummate
      the
      arrangement, in which case we will be required to commence proceedings to
      dissolve and liquidate.




**Plan
      of Dissolution and Distribution of Assets if No
      Arrangement**




If
      the
      arrangement is not completed on or prior to August 31, 2007, we are required
      to
      adopt a plan of dissolution and distribution of our assets and initiate
      procedures for our dissolution. Upon our dissolution, we will distribute our
      assets, including the trust account, and after reserving amounts sufficient
      to
      cover our liabilities and obligations and the costs of dissolution, solely
      to
      our public stockholders.




We
      currently believe that our dissolution and any plan of distribution subsequent
      to August 31, 2007 would proceed in approximately the following manner:




•
            our
                Board of Directors, referred to hereinafter as the Board, will, consistent
                with our obligation in our amended and restated certificate of
                incorporation to dissolve, convene and adopt a specific plan of
                distribution, which it will then vote to recommend to our stockholders,
                at
                such time it will also cause to be prepared a preliminary proxy statement
                setting out the plan of distribution as well as the board’s recommendation
                of our dissolution and the plan;




•
            as
                soon as practicable after the adoption of the plan of distribution,
                we
                would file our preliminary proxy statement with the SEC;




•
            if
                the SEC does not review the preliminary proxy statement, then, 10
                days
                following the passing of such deadline, we would mail the proxy statements
                to our stockholders, and 30 days following the passing of such deadline
                we
                would convene a meeting of our stockholders, at which they will either
                approve or reject our dissolution and plan of distribution; and




•
            if
                the SEC does review the preliminary proxy statement, we currently
                estimate
                that we would receive such comments within approximately 30 days
                following
                the passing of such deadline. We would mail the proxy statements
                to our
                stockholders following the conclusion of the comment and review process
                (the length of which we cannot predict with any certainty, and which
                may
                be substantial) and we would convene a meeting of our stockholders
                at
                which they will either approve or reject our dissolutions and plan
                of
                distribution.




2




In
      the
      event we seek stockholder approval for our dissolution and plan of distribution
      and do not obtain such approval, we would nonetheless continue to pursue
      stockholder approval for our dissolution. These procedures, or a vote to reject
      our dissolution and any plan of distribution by our stockholders, may result
      in
      substantial delays in the liquidation of our trust account to our public
      stockholders as part of our dissolution and plan of distribution.




We
      cannot
      assure you that third parties will not seek to recover from the assets
      distributed to our public stockholders any amounts owed to them by us. Creditors
      may seek to interfere with the distribution of the trust account pursuant to
      federal or state creditor and bankruptcy laws, which could delay the actual
      distribution of such funds or reduce the amount ultimately available for
      distribution to our public stockholders. If we are forced to file a bankruptcy
      case or an involuntary bankruptcy case is filed against us which is not
      dismissed, the funds held in our trust account will be subject to applicable
      bankruptcy law and may be included in our bankruptcy estate and senior to claims
      of our public stockholders. To the extent bankruptcy claims deplete the trust
      account, we cannot assure you we will be able to return to our public
      stockholders the liquidation amounts due to them. Any claims by creditors could
      cause additional delays in the distribution of trust funds to the public
      stockholders beyond the time periods required to comply with Delaware General
      Corporation Law (“DGCL”) procedures and federal securities laws and
      regulations.




Under
      the
      DGCL, our stockholders could be liable for any claims against the corporation
      to
      the extent of the distribution received by them after dissolution. Ad.Venture’s
      initial stockholders, including all of our officers and directors, have waived
      their rights to participate in any distributions occurring upon our failure
      to
      consummate a business combination with respect to shares of common stock
      acquired by them prior to the IPO. We estimate that, in the event we liquidate
      the trust account and distribute those assets to our public stockholders, based
      on the funds in the trust account as of March 31, 2007, including accrued
      interest on such funds but without taking into account any taxes payable on
      interest earned on such funds, each public stockholder would receive
      approximately $5.82 per share. However, we have incurred significant expenses
      in
      connection with the arrangement and we expect to incur signficant additional
      expenses in connection with the arrangement. Further, if we cannot complete
      the
      arrangement and are required to dissolve, we estimate
      that our total costs and expenses for implementing and completing our
      dissolution and plan of distribution will be in the range of $50,000 to $75,000.
      This amount includes all costs of our certificate of dissolution in the State
      of
      Delaware, the winding up of our company and the cost of a proxy statement and
      meeting relating to the approval by our stockholders of our plan of dissolution.




If
      we
      dissolve and liquidate prior to the consummation of a business combination,
      our
      two officers, Messrs. Balter and Slasky, pursuant to the certain written
      agreement executed in connection with the IPO, will be personally liable to
      ensure that the proceeds in the trust account are not reduced by the claims
      of
      various vendors that are owed money by us for services rendered or products
      sold
      to us and target businesses who have entered into written agreements, such
      as a
      letter of intent or confidentiality agreement, with us and who have not waived
      all of their rights to make claims against the proceeds in the trust account.
      We
      currently believe a significant portion of the accounts payable and accrued
      offering costs and acquisition costs reflected on our balance sheet would be
      considered vendor claims for purposes of the indemnification provided by our
      officers. We expect that the indemnification provided by our officers would
      cover these costs to the extent the dissolution and liquidation expenses relate
      to vendor claims. We cannot assure you that they will be able to satisfy their
      indemnification obligations. As a result, the indemnification described above
      may not effectively mitigate the risk of creditors’ claims reducing the amounts
      in the trust account. As a result, the amounts distributed to our public
      stockholders may be less than $5.82 per share.




**Directors
      and Executive Officers**




Our
      current directors and executive officers are as follows:




3




**Name**
            
            **Age**
            
            **Position**
            
            **Year**
              **Appointed/Elected**Howard
                S. Balter
            
            45
            
            Chairman
                and Chief Executive Officer
            
            2005Ilan
                M. Slasky
            
            36
            
            President,
                Secretary and Director
            
            2005Lawrence
                J. Askowitz*
            
            41
            
            Director
            
            2005Dr.
                Shlomo Kalish*
            
            55
            
            Director
            
            2005







*
      Member
      of the Audit Committee




**Howard
      S. Balter** is
      our chairman and chief executive officer. In addition, Mr. Balter has been
      chairman and a managing member of Innovation Interactive, LLC, a diversified
      Internet advertising company, from May 2002 when it was acquired in a management
      buy-out from Net2Phone, Inc. until its sale in November 2005. Prior to that
      he
      was chief executive officer and a director of Net2Phone, Inc., a leading
      Internet telephony company. Mr. Balter was a director at Net2Phone, Inc.
      from October 1997 to October 2001, its chief executive officer from January
      1999
      to October 2001 and its vice chairman of the board of directors from May 1999
      to
      October 2001. Mr. Balter also served as Net2Phone, Inc.’s treasurer from
      October 1997 to July 1999. Prior to his employment with Net2Phone, Inc.,
      Mr. Balter was employed by IDT Corp., a diversified international
      telecommunications company, where he was chief operating officer from 1993
      to
      1998 and chief financial officer from 1993 to 1995. Mr. Balter was a
      director of IDT Corp. from December 1995 to January 1999 and vice chairman
      of
      IDT Corp.’s board of directors from October 1996 to January 1999 .




**Ilan
      M. Slasky** is
      our president, secretary and one of our directors. In addition, Mr. Slasky
      has been vice chairman and a managing member of Innovation Interactive, LLC
      since May 2002 until its sale in November 2005. Prior to that he was chief
      financial officer at Net2phone, Inc. from January 1999 to January 2002. Prior
      to
      his employment with Net2Phone, Inc., Mr. Slasky was employed by IDT Corp.,
      where he was its executive vice president of finance from December 1997 to
      January 1999, its director of carrier services from November 1996 to July 1997
      and its director of finance from May 1996 to November 1996. Mr. Slasky
      worked for Merrill Lynch as a supervisor in the Risk Management group from
      1992
      to 1993, as an assistant fixed income trader from 1993 to 1994 and as a
      collateral management specialist in the Global Equity Derivatives group from
      1994 to 1995 .




**Lawrence
      J. Askowitz** is
      one of our directors. In addition, Mr. Askowitz is a founder and partner at
      Z Communications Capital, which advises and acquires communication and
      media technology companies. Before founding Z Communications Capital, from
      April
      2004 to April 2005, Mr. Askowitz was the telecommunication and media
      technology partner at ZelnickMedia Corporation, a private equity firm that
      acquires and operates media businesses. Mr. Askowitz was employed by
      Deutsche Bank in the Telecommunications Corporate Finance Group, where he served
      as a director from September 2000 through December 2001 and as a managing
      director and head of the U.S. Wireless Banking practice from January 2002
      to September 2003. From April 1998 to December 1999, Mr. Askowitz was a
      vice president at Credit Suisse First Boston in the Media &
Telecommunications Corporate Finance Group and the Mergers &
Acquisitions Group and served as a director of those groups from January 2000
      to
      September 2000. From 1987 to 1998, Mr. Askowitz was employed by Lazard
      where he worked as an analyst, associate and vice president in the Banking
      and
      Public Finance Departments. Mr. Askowitz served as a director of Horizon
      PCS, Inc., a provider of personal communications services under the Sprint
      brand
      from October 2004 until July 2005 when it merged into iPCS Inc., another Sprint
      affiliate .
      Since
      November 1, 2005, Mr. Askowitz has served on the Advisory Board of Infogate
      Online, an IPTV middleware provider.




**Dr. Shlomo
      Kalish** is
      one of our directors. Dr. Kalish has been the chairman and chief executive
      officer of Jerusalem Global Ventures Ltd., a venture capital firm that manages
      funds focusing on early stage investments in software, communications, homeland
      security and life sciences since 2000. Dr. Kalish was general partner of
      Concord Ventures, a venture capital firm, from 1997 to 1999. He founded Jerusalem
      Global Ltd., and served as chairman and chief executive officer from 1994 to
      1997. From 1985 to 1994, Dr. Kalish was a member of the faculty at Tel Aviv
      University School of Management. Dr. Kalish has served as a director of:
      Valor Computerized Systems, Ltd., an engineering software company, since
      November 1999; Camero, Inc., a developer of through-wall imaging micro-power
      radar, since June 2004; Certagon Ltd., an integrated application environment
      software provider, since March 2003; Chiasma Inc., a biotechnology company
      that
      develops non-invasive alternatives to macromolecule therapies, since May 2001;
      LocatioNet Systems Ltd., a developer of a comprehensive location-based service
      system for the wireless market, since October 2000; Notal Vision Ltd., a
      developer of solutions for the opthalmic industry, since April 2001; Saifun
      Semiconductors Ltd., a non-volatile memory solutions provider, since
      April 1998; and VideoCodes, a digital video broadcasting software provider,
      since March 2004. Dr. Kalish is also a member of the board of governors of
      Bar Ilan University, the Technion and The Jerusalem College of
      Technology.




4




**Facilities**





We
      do not own any real estate or other physical properties. Our headquarters are
      located at 360 Madison Avenue, 21 st Floor, New York, New York 10017. We entered into an informal agreement with
      an
      unrelated third party whereby we pay a base rent of $2,058 per month on a
      month-to-month basis in exchange for office space and certain administrative
      services. We
      believe that our office facilities are suitable and adequate for our business
      as
      it is presently conducted. If the arrangement is completed, our corporate
      headquarters and principal executive offices will be at 6501 E. Belleview
      Avenue, Englewood, Colorado 80111, the current headquarters for 180
      Connect.





**Employees**




We
      currently have two officers, both of whom are also members of the Board. We
      have
      no other employees. These individuals are not obligated to devote any specific
      number of hours to our matters and intend to devote only as much time as they
      deem necessary to our affairs. The amount of time they will devote in any time
      period has varied based on the availability of suitable target businesses to
      investigate. As a result of the proposed arrangement with 180 Connect,
      management has devoted, and expects to continue to devote, a significant amount
      of time. We do not intend to have any full-time employees prior to the
      completion of the arrangement.




**Item
      1A.**  ***Risk
      Factors***




*An
      investment in our securities involves a high degree of risk. You should consider
      carefully all of the material risks described below, together with the other
      information contained in this annual report on Form 10-K. If any of the
      following events occur, our business, financial conditions and results of
      operations may be materially adversely affected.*




**Risks
      associated with our business**




***We
      are a development stage company with no operating history and, accordingly,
      you
      will have no basis upon which to evaluate our ability to achieve our business
      objective.***




We
      are a
      development stage company with limited operating results to date. Since we
      have
      a limited operating history, you have a limited basis upon which to evaluate
      our
      ability to achieve our business objective, which is to acquire one or more
      operating businesses in the technology, media or telecommunications industries.
      We will not generate any revenues (other than interest income on the proceeds
      of
      our IPO) until, at the earliest, after the consummation of a business
      combination. We cannot assure you as to when or if a business combination will
      occur.




***If
      the arrangement with 180 Connect is not approved or we are not able to
      consummate the proposed arrangement within the required time frame, we will
      be
      required to dissolve and liquidate, in which case the per-share distribution
      to
      our public stockholders will be less than $6.00.***




Pursuant
      to our Amended and Restated Certificate of Incorporation, we must liquidate
      and
      dissolve if we do not complete the proposed arrangement by August 31, 2007.
      If
      we dissolve and liquidate before we consummate a business combination and
      distribute the proceeds deposited in our trust account, our public stockholders
      will receive less than the unit offering price in the IPO of $6.00 and our
      warrants will expire worthless. If we were to expend all of the net proceeds
      of
      the IPO, other than the proceeds deposited in the trust account, the per-share
      liquidation price, based on the funds in the trust account as of March 31,
      2007,
      would be $5.82 or $0.18 less than the per unit offering price in our IPO of
      $6.00, assuming that amount was not further reduced by taxes payable in respect
      of interest earned on such funds and claims of creditors. We cannot assure
      you
      that the actual per-share liquidation price will not be less than $5.82 per
      share. In the event that the Board recommends and our stockholders approve
      our
      dissolution and the distribution of our assets and it is subsequently determined
      that our reserves for claims and liabilities to third parties are insufficient,
      stockholders who receive funds from our trust account could be liable to
      creditors in an amount up to the amount of the funds received.




5




***If
      we are forced to liquidate before a business combination, our public
      stockholders will receive less than $6.00 per share upon distribution of
      the trust account and our warrants will expire
      worthless*** ***.***




If
      we are unable to complete a business combination and are forced to liquidate
      our
      assets, the per-share liquidation will be less than $6.00 because of the
      expenses related to the IPO, our general and administrative expenses and the
      anticipated costs of seeking a business combination. Furthermore, the warrants
      will expire worthless if we liquidate before the completion of a business
      combination.




***If
      we do not complete the arrangement and are required to dissolve and liquidate,
      payments from the trust account to our public stockholders may be delayed.***




We
      currently believe that our dissolution and any plan of distribution subsequent
      to August 31, 2007 would proceed in approximately the following manner:




•
            the
                Board will, consistent with our obligation in our amended and restated
                certificate of incorporation to dissolve, convene and adopt a specific
                plan of distribution, which it will then vote to recommend to our
                stockholders, and at such time it will also cause to be prepared
                a
                preliminary proxy statement/prospectus setting out the plan of
                distribution as well as the Board’s recommendation of our dissolution and
                the plan of distribution;




•
            as
                soon as practicable after the adoption of the plan of distribution,
                we
                would file our preliminary proxy statement/prospectus with the SEC;




•
            if
                the SEC does not review the preliminary proxy statement/prospectus,
                then,
                10 days following the passing of such deadline, we would mail the
                proxy
                statement/prospectus to our stockholders, and 30 days following the
                passing of such deadline we would convene a meeting of our stockholders,
                at which they will either approve or reject our dissolution and plan
                of
                distribution; and




•
            if
                the SEC does review the preliminary proxy statement/prospectus, we
                currently estimate that we would receive such comments within
                approximately 30 days following the passing of such deadline. We
                would
                mail the proxy statement/prospectus to our stockholders following
                the
                conclusion of the comment and review process (the length of which
                we
                cannot predict with any certainty, and which may be substantial)
                and we
                would convene a meeting of our stockholders at which they will either
                approve or reject our dissolution and plan of distribution.




In
      the
      event we seek stockholder approval for our dissolution and plan of distribution
      and do not obtain such approval, we would nonetheless continue to pursue
      stockholder approval for our dissolution. These procedures, or a vote to reject
      our dissolution and any plan of distribution by our stockholders, may result
      in
      substantial delays in the liquidation of our trust account to our public
      stockholders as part of our dissolution and plan of distribution. Furthermore,
      creditors may seek to interfere with the distribution of the trust account
      pursuant to federal or state creditor and bankruptcy laws, which could delay
      the
      actual distribution of such funds or reduce the amount ultimately available
      for
      distribution to our public stockholders. If we are forced to file a bankruptcy
      case or an involuntary bankruptcy case is filed against us which is not
      dismissed, the funds held in our trust account will be subject to applicable
      bankruptcy law and may be included in our bankruptcy estate and senior to claims
      of our public stockholders. To the extent bankruptcy claims deplete the trust
      account, we cannot assure you we will be able to return to our public
      stockholders the liquidation amounts due to them. Accordingly, the actual
      per-share amount distributed from the trust account to our public stockholders
      could be significantly less than approximately $5.82 per share due to taxes
      payable in respect of interest earned on the funds held in the trust account
      and
      claims of creditors. Any claims by creditors could cause additional delays
      in
      the distribution of trust funds to the public stockholders beyond the time
      periods required to comply with DGCL procedures and federal securities laws
      and
      regulations.




6




***Our
      stockholders may be held liable for claims by third parties against us to the
      extent of distributions received by them.***




If
      we are
      unable to complete the proposed arrangement, we will dissolve and liquidate
      pursuant to Section 275 of the DGCL. Under Sections 280 through 282 of the
      DGCL,
      stockholders may be held liable for claims by third parties against a
      corporation to the extent of distributions received by them in a dissolution.
      Pursuant to Section 280, if a corporation complies with certain procedures
      intended to ensure that it makes reasonable provision for all claims against
      it,
      including a 60-day notice period during which any third-party claims can be
      brought against the corporation, a 90-day period during which the corporation
      may reject any claims brought, and an additional 150-day waiting period before
      any liquidating distributions are made to stockholders, any liability of
      stockholders with respect to a liquidating distribution is limited to the lesser
      of such stockholder’s pro rata share of the claim or the amount distributed to
      the stockholder, and any liability of the stockholder would be barred after
      the
      third anniversary of the dissolution. Although we will seek stockholder approval
      to liquidate the trust account to our public stockholders as part of our plan
      of
      dissolution and liquidation, we will seek to conclude this process as soon
      as
      possible and as a result do not intend to comply with those procedures. As
      a
      result, our stockholders could potentially be liable for any claims to the
      extent of distributions received by them in a dissolution and any liability
      of
      our stockholders will likely extend beyond the third anniversary of such
      dissolution. Accordingly, we cannot assure you that third parties will not
      seek
      to recover from our public stockholders amounts owed to them by us.




Additionally,
      if we are forced to file a bankruptcy case or an involuntary bankruptcy case
      is
      filed against us which is not dismissed, any distributions received by
      stockholders in our dissolution could be viewed under applicable debtor/creditor
      and/or bankruptcy laws as either a “preferential transfer” or a “fraudulent
      conveyance.” As a result, a bankruptcy court could seek to recover all amounts
      received by our stockholders in our dissolution.





***You
      will not be entitled to protections normally afforded to investors of blank
      check companies under federal securities laws.***





Since
      we had net tangible assets in excess of $5,000,000 and filed a Current Report
      on
      Form 8-K with the SEC upon consummation of the IPO, including an audited
      balance sheet demonstrating this fact, we believe that we are exempt from rules
      promulgated by the SEC to protect investors of blank check companies such as
      Rule 419. Accordingly, investors will not be afforded the benefits or
      protections of those rules.





***If
      third parties bring claims against us, the proceeds held in the trust account
      could be reduced and the per-share liquidation price received by stockholders
      will be less than $*** ***5.82*** ***per
      share*** ***.***




Our
      placing of funds in the trust account may not protect those funds from third
      party claims against us. Although we will seek to have all vendors, prospective
      target businesses or other entities we engage execute agreements with us waiving
      any right, title, interest or claim of any kind in or to any monies held in
      the
      trust account for the benefit of our public stockholders, there is no guarantee
      that they will execute such agreements or that such waivers would be held
      enforceable if challenged. Nor is there any guarantee that such entities will
      agree to waive any claims they may have in the future as a result of, or arising
      out of, any negotiations, contracts or agreements with us and will not seek
      recourse against the trust account for any reason.. If we are unable to complete
      a business combination and are forced to liquidate, Howard S. Balter, our
      chairman of the board and chief executive officer, and Ilan M. Slasky, our
      president and secretary, have agreed, under certain circumstances, to be
      personally liable to ensure that the proceeds in the trust account are not
      reduced by the claims of vendors for services rendered or products sold to
      us,
      or claims of any target businesses with which we have entered into a letter
      of
      intent, confidentiality agreement or other written agreement, in each case
      to
      the extent the payment of such debts or obligations actually reduces the amount
      of funds in the trust accounts. However, we cannot assure you that
      Messrs. Balter and Slasky will be able to satisfy those obligations.
      Accordingly, the proceeds held in the trust account could be subject to claims
      which could take priority over the claims of our public stockholders and the
      per-share liquidation price could be less than $5.82, plus interest (net of
      taxes payable on income of the funds in the trust account), due to claims of
      such creditors.




7




***Under
      Delaware law, our dissolution requires the approval of the holders of a majority
      of our outstanding stock, without which we will not be able to dissolve and
      liquidate, and distribute our assets to our public stockholders.***




Under
      Delaware law, our dissolution requires the affirmative vote of stockholders
      owning a majority of our then outstanding common stock. Soliciting the vote
      of
      our stockholders will require the preparation of preliminary and definitive
      proxy statements, which will need to be filed with the Securities and Exchange
      Commission and could be subject to their review. This process could take a
      substantial amount of time ranging from one to several months. As a result,
      the
      distribution of our assets to the public stockholders could be subject to a
      considerable delay. Furthermore, we may need to postpone the stockholders
      meeting, resolicit our stockholders, or amend our plan of dissolution and
      liquidation to obtain the required stockholder approval, all of which would
      further delay the distribution of our assets and result in increased costs.
      If
      we are not able to obtain approval from a majority of our stockholders, we
      will
      not be able to dissolve and liquidate and we may not be able to distribute
      funds
      from our trust account to holders of our common stock sold in this offering
      and
      these funds may not be available for any other corporate purpose. We cannot
      assure you that our stockholders will approve our dissolution in a timely manner
      or will ever approve our dissolution. As a result, we cannot provide investors
      with assurances of a specific timeframe for our dissolution and liquidation.
      If
      our stockholders do not approve a plan of dissolution and liquidation and the
      funds remain in the trust account for an indeterminate amount of time, we may
      be
      considered to be an investment company. Please see the section entitled “Risk
      Factors—If we are deemed to be an investment company, we would be subject to
      burdensome regulation which would restrict our activities and make it difficult
      for us to complete a business combination.”





***Under
      Delaware law, the requirements and restrictions relating to our IPO contained
      in
      our amended and restated certificate of incorporation may be amended, which
      could reduce or eliminate the protection afforded to our stockholders by such
      requirements and restrictions.***





Our
      amended and restated certificate of incorporation contains certain requirements
      and restrictions relating to our IPO that will continue to apply to us until
      the
      consummation of a business combination. Specifically, our amended and restated
      certificate of incorporation provides, among other things, that:





·
            upon
                consummation of our IPO, $50,380,000 was placed into the trust account,
                which proceeds may not be disbursed from the trust account except
                in
                connection with a business combination, upon our liquidation or as
                otherwise permitted in the amended and restated certificate of
                incorporation:




·
            prior
                to the consummation of a business combination, we will submit such
                business combination to our stockholders for approval;




·
            we
                may consummate the business combination if approved by a majority
                of the
                shares of common stock voted by the public stockholders and public
                stockholders owning less than 20% of the shares sold in our IPO exercise
                their conversion rights;




·
              if
                    a business combination is approved and consummated, public stockholders
                    who voted against the business combination and exercised their
                    conversion
                    rights will receive their pro rata share of the trust
                    account;
 ·
                if
                      a business combination is not consummated or a letter of intent,
                      an
                      agreement in principle or a definitive agreement is not signed
                      within the
                      time periods specified in this prospectus, then we will be
                      dissolved and
                      distribute to all of our public stockholders their pro rata
                      share of the
                      trust account; and
 ·
                  we
                        may not consummate any other merger, capital stock exchange,
                        stock
                        purchase, asset acquisition or similar transaction other
                        than a business
                        combination that meets the conditions specified in this prospectus,
                        including the requirement that the business combination be
                        with an
                        operating business whose fair market value is equal to at
                        least 80% of our
                        net assets at the time of such business
                        combination.
  8


Our
      amended and restated certificate of incorporation states that these provisions
      may not be amended until we complete a business combination. However, provisions
      prohibiting amendment of a company’s certificate of incorporation may be deemed
      invalid under Delaware law. If a court concluded that the prohibition on
      amending certain provisions of our charter was invalid, the above-described
      provisions would be amendable and any such amendment could reduce or eliminate
      the protection afforded to our stockholders.




***The
      loss of key executives could adversely affect our ability to
      operate.***





Our
      operations are dependent upon a small group of key executives consisting of
      Mr.
      Balter, our chairman and chief executive officer, and Mr. Slasky, a director
      and
      our president and secretary. We believe that our success depends on the
      continued service of our executive management team. We do not have employment
      contracts with any of our current executives. The unexpected loss of the
      services of one or more of these executives could have a detrimental effect
      on
      us.




***Our
      officers and directors may allocate their time to other businesses, thereby
      causing conflicts of interest in their determination as to how much time to
      devote to our affairs. This could have a negative impact on our ability to
      consummate a business combination.***




Our
      officers and directors are not required to, and will not, commit their full
      time
      to our affairs, which may result in a conflict of interest in allocating their
      time between our operations and other businesses. This could have a negative
      impact on our ability to consummate a business combination. We do not intend
      to
      have any full time employees prior to the consummation of a business
      combination. Each of our officers are engaged in several other business
      endeavors and are not obligated to contribute any specific number of hours
      per
      week to our affairs. If our officers’ and directors’ other business affairs require
      them to devote substantial amounts of time to such affairs in excess of their
      current commitment levels, it could limit their ability to devote time to our
      affairs and could have a negative impact on our ability to consummate a business
      combination. We cannot assure you that these conflicts will be resolved in
      our
      favor.




***If
      our common stock becomes subject to the SEC’s penny stock rules, broker-dealers
      may experience difficulty in completing customer transactions and trading
      activity in our securities may be adversely affected.***




If
      at any
      time we have net tangible assets of $5,000,000 or less and our common stock
      has
      a market price per share of less than $5.00, transactions in our common stock
      may be subject to the “penny stock” rules promulgated under the Securities
      Exchange Act of 1934, as amended. Under these rules, broker-dealers who
      recommend such securities to persons other than institutional accredited
      investors must:




·
            make
                a special written suitability determination for the purchaser;




·
            receive
                the purchaser’s written agreement to a transaction prior to sale;




·
            provide
                the purchaser with risk disclosure documents that identify certain
                risks
                associated with investing in “penny stocks” and that describe the market
                for these “penny stocks” as well as the purchaser’s legal remedies; and




·
            obtain
                a signed and dated acknowledgment from the purchaser demonstrating
                that
                the purchaser has actually received the required risk disclosure
                document
                before a transaction in a “penny stock” can be completed.




If
      our
      common stock becomes subject to these rules, broker-dealers may find it
      difficult to effect customer transactions and trading activity in our securities
      may be adversely affected. As a result, the market price of our securities
      may
      become depressed, and you may find it more difficult to sell our
      securities.




9




***Our
      outstanding warrants may have an adverse effect on the market price of common
      stock and make it more difficult to effect a business
      combination.***




In
      connection with our IPO, as part of the units, we issued warrants to purchase
      18,000,000 shares of common stock. In
      addition, we issued to Wedbush Morgan Securities Inc. an option to purchase
      up
      to a total of 450,000 units, which, if exercised, will result in the
      issuance of warrants to purchase an additional 900,000 shares of common
      stock. To the extent we issue shares of common stock to effect a business
      combination, the potential for the issuance of substantial numbers of additional
      shares upon exercise of these warrants could make us a less attractive
      acquisition vehicle in the eyes of a target business as such securities, when
      exercised, will increase the number of issued and outstanding shares of our
      common stock and reduce the value of the shares issued to complete the business
      combination. Accordingly, our warrants may make it more difficult to effectuate
      a business combination or increase the cost of a target business. Additionally,
      the sale, or even the possibility of sale, of the shares underlying the warrants
      could have an adverse effect on the market price for our securities or on our
      ability to obtain future public financing. If and to the extent these warrants
      are exercised, you may experience dilution to your holdings .




***If
      we are unable to maintain a current prospectus relating to the common stock
      underlying our warrants, our warrants may have little or no value and the market
      for our warrants may be limited.***




No
      warrants will be exercisable and we will not be obligated to issue shares of
      common stock unless at the time a holder seeks to exercise such warrant, a
      prospectus relating to the common stock issuable upon exercise of the warrants
      is current and the common stock has been registered or qualified or deemed
      to be
      exempt under the securities laws of the state of residence of the holder of
      the
      warrants. Under the terms of the warrant agreement between Continental Stock
      Transfer & Trust Company, as warrant agent, and us, we have agreed to use
      our reasonable best efforts to maintain a current prospectus relating to the
      common stock issuable upon exercise of our warrants until the expiration of
      our
      warrants. However, we cannot assure you that we will be able to do so. If the
      prospectus relating to the common stock issuable upon exercise of the warrants
      is not current or if the common stock is not qualified or exempt from
      qualification in the jurisdictions in which the holders of the warrants reside,
      our warrants may not be exercisable before they expire and we will not net-cash
      settle the warrants. Thus, our warrants may be deprived of any value. The market
      for our warrants may be limited, and the warrants may expire worthless. Even
      if
      warrant holders are not able to exercise their warrants because there is no
      current prospectus or the common stock is not qualified or exempt from
      qualification in the jurisdictions in which the holders of the warrants reside,
      we can exercise our redemption rights.




***We
      may choose to redeem our outstanding warrants at a time that is disadvantageous
      to our warrant holders.***




We
      may
      redeem the warrants issued as a part of our units (including warrants issued
      and
      outstanding as a result of the exercise of the purchase option that we agreed
      to
      sell to the underwriters in the IPO) at any time after the warrants become
      exercisable in whole and not in part, at a price of $0.01 per warrant, upon
      a
      minimum of 30 days’ prior written notice of redemption, if and only if, the last
      sales price of our common stock equals or exceeds $8.50 per share for any 20
      trading days within a 30 trading day period ending three business days before
      we
      send the notice of redemption. Redemption of the warrants could force the
      warrant holders (i) to exercise the warrants and pay the exercise price therefor
      at a time when it may be disadvantageous for the holders to do so, (ii) to
      sell
      the warrants at the then current market price when they might otherwise wish
      to
      hold the warrants or (iii) to accept the nominal redemption price which, at
      the
      time the warrants are called for redemption, is likely to be substantially
      less
      than the market value of the warrants.




***Our
      securities are quoted only on the OTC Bulletin Board, which limits the liquidity
      and price of our securities more than if our securities were quoted or listed
      on
      the NASDAQ National Market or a national securities
      exchange.***




Our
      securities are traded in the over-the-counter market and are quoted only on
      the
      OTC Bulletin Board, an inter-dealer automated quotation system for equity
      securities sponsored and operated by The NASDAQ Stock Market, Inc., but not
      included in the NASDAQ National Market. Quotation of our securities on the
      OTC
      Bulletin Board limits the liquidity and price of our securities more than if
      our
      securities were quoted or listed on the NASDAQ National Market or a national
      securities exchange. Lack of liquidity will limit the price at which you may
      be
      able to sell our securities or your ability to sell our securities at
      all.




10




***We
      may experience volatility in earnings due to how we are required to account
      for
      our warrants and the unit purchase option.***




Under
      EITF No. 00-19, the fair value of the warrants and the unit purchase option
      must
      be reported as a derivative liability rather than equity due to the absence
      in
      the warrant agreement and the unit purchase option of provisions addressing
      the
      exercise of the warrants and unit purchase option, respectively, in the absence
      of an effective registration statement. Under interpretations of applicable
      federal securities laws, the issuance of shares upon exercise of the warrants
      or
      the issuance of units upon exercise of the unit purchase option in the absence
      of an effective registration statement could be deemed a violation of Section
      5
      of the Securities Act of 1933, as amended. To address this issue, the warrant
      agreement requires that we file, and use best efforts to cause to be declared
      and keep effective, a registration statement covering the issuance of the shares
      underlying the warrants and the unit purchase option grants to the holders
      thereof certain registration rights. Under EITF No. 00-19, the registration
      of
      the common stock underlying the warrants and the units underlying the unit
      purchase option is not within our control. In addition, under EITF No. 00-19,
      in
      the absence of explicit provisions to the contrary in the warrant agreement
      or
      the unit purchase option, we must assume that we could be required to settle
      the
      warrants and the unit purchase option on a net-cash basis, thereby necessitating
      the treatment of the potential settlement obligation as a liability. Further,
      EITF No. 00-19 requires that we record the potential settlement obligation
      at
      each reporting date using the current estimated fair value of the warrants
      and
      the unit purchase option, with any changes being recorded in our statement
      of
      operations. The potential settlement obligation will continue to be reported
      as
      a derivative liability until such time as the warrants and the unit purchase
      option are exercised, expire, or we are otherwise able to modify the warrant
      agreement or the unit purchase option. As a result, we could experience
      volatility in our net income due to changes that occur in the value of the
      derivative liability at each reporting date.




***If
      we are deemed to be an investment company, we may be required to institute
      burdensome compliance requirements and our activities may be restricted, which
      may make it difficult for us to complete a business
      combination*** ***.***




In
      order
      not to be regulated as an investment company under the Investment Company Act
      of
      1940, or the 1940 Act, unless we can qualify for an exclusion, we must ensure
      that we are engaged primarily in a business other than investing, reinvesting
      or
      trading of securities and that our activities do not include investing,
      reinvesting, owning, holding or trading “investment securities.” Our business
      will be to identify and consummate a business combination and thereafter to
      operate the acquired business or businesses. The funds in the trust account
      will
      remain invested in money market funds composed of either primarily short-term
      securities issued or guaranteed by the U.S. government or tax-exempt municipal
      bonds until we use them to complete a business combination. By limiting the
      investment of the funds to these instruments, we believe that we will not be
      considered an investment company under the 1940 Act. The trust account and
      the
      purchase of government securities for the trust account is intended as a holding
      place for funds pending the earlier to occur of either: (i) the
      consummation of our primary business objective, which is a business combination,
      or (ii) absent a business combination, our dissolution, liquidation and
      distribution of our assets, including the proceeds held in the trust account,
      as
      part of our plan of dissolution and liquidation. If we fail to invest the
      proceeds as described above or if we cease to be primarily engaged in our
      business as set forth above, we may be considered to be an investment company
      and thus be required to comply with the 1940 Act.




If
      we are
      deemed to be an unregistered investment company, among other things, any
      contract we enter into while unregistered would be rendered unenforceable.
      In
      addition, if we did register under the 1940 Act, we would be subject to certain
      restrictions on our activities, including:




Ÿ
            
            restrictions
                on the nature of our investments;




Ÿ
            
            restrictions
                on the issuance of securities; and




Ÿ
            
            restrictions
                on the amount of debt we may incur;




each
      of
      which may make it difficult for us to consummate a business combination. We
      would also become subject to burdensome regulatory requirements, including
      reporting, record keeping, voting, proxy and disclosure requirements, and the
      costs of meeting these requirements would reduce the funds we have available
      outside the trust account to consummate a business combination.





11




***Our
      directors, including those who serve on our Audit Committee, may not be
      considered “independent” under the policies of the North American Securities
      Administrators Association, Inc. and, therefore, may take actions or incur
      expenses that are not deemed to be independently approved or independently
      determined to be in our best interest.***




Under
      the policies of the North American Securities Administrators Association, Inc.,
      an international organization devoted to investor protection, because each
      of
      our directors owns shares of our securities and may receive reimbursement for
      out-of-pocket expenses incurred by them in connection with activities on our
      behalf such as identifying potential target businesses and performing due
      diligence on suitable business combinations, state securities administrators
      could take the position that such individuals are not “independent.” If this
      were the case, they would take the position that we would not have the benefit
      of independent directors examining the propriety of expenses incurred on our
      behalf and subject to reimbursement. Additionally, there is no limit on the
      amount of out-of-pocket expenses that could be incurred and there will be no
      review of the reasonableness of the expenses by anyone other than our board
      of
      directors, which would include persons who may seek reimbursement, or a court
      of
      competent jurisdiction if such reimbursement is challenged. To the extent such
      out-of-pocket expenses exceed the available proceeds not deposited in the trust
      account, such out-of-pocket expenses would not be reimbursed by us unless we
      consummate a business combination. In addition, we may opt to make down payments
      or pay exclusivity or similar fees in connection with structuring and
      negotiating a business combination, which may have the effect of reducing the
      available proceeds not deposited in the trust account available for
      reimbursement of out-of-pocket expenses incurred on our behalf. We will not
      require, however, that the reimbursement of out-of-pocket expenses be included
      as a term or condition in any agreement with respect to a business combination.
      Although we believe that all actions taken by our directors on our behalf will
      be in our best interests, whether or not they are deemed to be “independent,” we
      cannot assure you that this will actually be the case. If actions are taken,
      or
      expenses are incurred that are actually not in our best interests, it could
      have
      a material adverse effect on our business and operations and the price of our
      stock held by the public stockholders .




**Risks
      associated with the proposed arrangement with 180 Connect**




***If
      outstanding warrants are exercised, the underlying shares of common stock will
      be eligible for future resale in the public market. “Market overhang” from the
      warrants results in dilution and has an adverse effect on the common stock’s
      market price.***




Outstanding
      warrants and the unit purchase option issued to the underwriters in the IPO
      will
      become exercisable after consummation of the arrangement. If they are exercised,
      a substantial number of additional shares of our common stock will be eligible
      for resale in the public market, which could adversely affect the market
      price.




***If
      our initial stockholders exercise their registration rights, it may have an
      adverse effect on the market price of our common stock and the existence of
      these rights may make it more difficult to effect a business
      combination.***




Our
      initial stockholders are entitled to demand that we register the resale of
      their
      shares of common stock in certain circumstances . If
      our initial stockholders exercise their registration rights with respect to
      all
      of their shares of common stock, then there will be an additional 2,249,997 shares of common stock eligible for trading in the public market.
      The presence of this additional number of shares of common stock eligible for
      trading in the public market may have an adverse effect on the market price
      of
      our common stock.




***Because
      we do not intend to pay dividends on our common stock, stockholders will benefit
      from an investment in ours common stock only if it appreciates in
      value.***




Neither
      we nor 180 Connect have ever declared or paid any cash dividends on shares
      of
      our common stock and do not anticipate paying cash dividends in the foreseeable
      future. We currently intend to retain all future earnings, if any, for
      reinvestment in the development and expansion of our business. Any decision
      to
      pay cash dividends in the future will be made by our Board and will be dependent
      upon our financial condition, results of operations, capital requirements and
      any other factors our Board decides is relevant. As a result, an investor will
      only recognize an economic gain on an investment in shares of our common stock
      from an appreciation in the price of such shares.




12




***Our
      Board has had limited ability to evaluate the 180 Connect’s
      management.*** ****




Although
      we closely examined the management of 180 Connect, we cannot assure you that
      its
      assessment of 180 Connect’s management will prove to be correct, or that future
      management will have the necessary skills, qualifications or abilities to manage
      its business successfully. We
      anticipate that various members of the current management of 180 Connect will
      remain in management positions following consummation of the
      arrangement .





***If
      the arrangement with 180 Connect is consummated, we will be subject to the
      risks
      that are inherent in 180 Connect’s business.***





If
      the
      arrangement with 180 Connect is consummated, we will be subject to various
      risks
      associated with 180 Connect’s business, including the following:





Ÿ
            
            180
                Connect has a history of operating losses and may not be able to
                achieve
                profitability;Ÿ
            
            180
                Connect relies on one key customer for a substantial percentage of
                its
                revenue;Ÿ
            
            180
                Connect’s business is subject to season fluctuations;Ÿ
            
            If
                180 Connect is unable to retain trained personnel, it may be unable
                to
                provide adequate service;Ÿ
            
            180
                Connect is subject to litigation and other disputes which may lead
                to
                litigation;Ÿ
            
            180
                Connect faces competition from other providers of installation services
                and may not be able to maintain or strengthen its competitive position
                within the industry;Ÿ
            
            Consolidation
                of broadband carriers could result in a reduction of 180 Connect’s
                customer base; andŸ
            
            If
                180 Connect is unable to comply with the covenants and other obligations
                under its convertible debentures, it may be subject to
                penalties.




**Item
      1B.**  ***Unresolved
      Staff Comments***




Not
      applicable.




**Item
      2.**  ***Properties***




We
      do not own any real estate or other physical properties. Our headquarters are
      located at 360 Madison Avenue, 21 st Floor, New York, New York 10017. We entered into an informal agreement with
      an
      unrelated third party whereby we pay a base rent of $2,058 per month on a
      month-to-month basis in exchange for office space and certain administrative
      services. We
      believe that our office facilities are suitable and adequate for our business
      as
      it is presently conducted. If the arrangement is completed, our corporate
      headquarters and principal executive offices will be at 6501 E. Belleview
      Avenue, Englewood, Colorado 80111, the current headquarters for 180
      Connect.




**Item
      3.**  ***Legal
      Proceedings***




We
      are
      not currently subject to any material legal proceedings, nor, to our knowledge,
      is any material legal proceeding threatened against us. From time to time,
      we
      may be a party to certain legal proceedings incidental to the normal course
      of
      our business. While the outcome of these legal proceedings cannot be predicted
      with certainty, we do not expect that these proceedings will have a material
      effect upon our financial condition or results of operations.




13




**Item
      4.**  ***Submission
      of Matters to a Vote of Security Holders***




No
      matters were submitted to a vote of stockholders during the quarter ended March
      31, 2007.




**PART
      II**




**Item
      5.**  ***Market
      for Registrant’s Common Equity, Related Stockholder Matters, and Issuer
      Purchases of Equity Securities***




**Price
      Range of Common Stock**




Our
      units, which consist of one share of our common stock, par value $.0001 per
      share, and two warrants, each to purchase an additional share of our common
      stock, trade on the OTC Bulletin Board under the symbol “AVPAU.” Our common
      stock has traded separately on the OTC Bulletin Board under the symbol “AVPA”
since October 10, 2005. Our warrants have traded separately on the OTC Bulletin
      Board under the symbol “AVPAW” since October 10, 2005. Each warrant entitles the
      holder to purchase from us one share of our common stock at an exercise price
      of
      $5.00 commencing the later of the completion of the initial business combination
      or August 25, 2006. Our warrants will expire at 5:00 p.m., New York City time,
      on August 25, 2010, or earlier upon redemption.




The
      following tables set forth, for the calendar quarter indicated, the quarterly
      high and low bid information of the Company’s units, common stock and warrants,
      respectively, as quoted on the OTC Bulletin Board. The quotations listed below
      reflect interdealer prices, without retail markup, markdown or commission and
      may not necessarily represent actual transactions .




**Units****Quarter
                ended**
            
            **High**
            
            **Low**March
                31, 2007
            
            $
            6.50
            
            $
            6.02December
                31, 2006
            
            $
            6.20
            
            $
            5.95September
                30, 2006
            
            $
            6.30
            
            $
            6.08June
                30, 2006
            
            $
            6.86
            
            $
            6.30March
                31, 2006
            
            $
            6.90
            
            $
            6.03December
                31, 2005
            
            $
            6.12
            
            $
            5.85September
                30, 2005(1)
            
            $
            6.05
            
            $
            5.85_____________________
              (1)Represents
                the high and low bid information for our units from our IPO on August
                25,
                2005 through September 30, 2005.




**Common
                Stock****Quarter
                ended**
            
            **High**
            
            **Low**March
                31, 2007
            
            $
            5.75
            
            $
            5.58December
                31, 2006
            
            $
            5.60
            
            $
            5.45September
                30, 2006
            
            $
            5.56
            
            $
            5.40June
                30, 2006
            
            $
            5.58
            
            $
            5.48March
                31, 2006
            
            $
            5.60
            
            $
            5.32December
                31, 2005(1)
            
            $
            5.34
            
            $
            5.14_____________________
              (1)Represents
                the high and low bid information for our shares of common stock from
                October 10, 2005, the date that our common stock first became separately
                tradable, through December 31, 2005.




14




**Warrants****Quarter
                ended**
            
            **High**
            
            **Low**March
                31, 2007
            
            $
            0.40
            
            $
            0.15December
                31, 2006
            
            $
            0.35
            
            $
            0.16September
                30, 2006
            
            $
            0.39
            
            $
            0.33June
                30, 2006
            
            $
            0.65
            
            $
            0.35March
                31, 2006
            
            $
            0.71
            
            $
            0.37December
                31, 2005(1)
            
            $
            0.50
            
            $
            0.31_____________________
              (1)Represents
                the high and low bid information for our warrants from October 10,
                2005,
                the date that our warrants first became separately tradable, through
                December 31, 2005.




**Holders
      of Common Equity**




As
      of
      June 5, 2007, we had approximately 10 stockholders of record of our common
      stock.




**Dividends**




We
      have
      not paid any dividends on our common stock to date and do not intend to pay
      dividends prior to the completion of the arrangement. It is the current
      intention of the Board to retain all earnings, if any, for use in our business
      operations and, accordingly, our Board does not anticipate declaring any
      dividends in the foreseeable future.




**Recent
      Sales of Unregistered Securities**




We
      did
      not engage in any unregistered sales of equity securities during the three
      months ended March 31, 2007.




**Use
      of Proceeds from Registered Offering**




On
      August
      25, 2005, we commenced our IPO of units, each consisting of one share of our
      common stock, par value $.0001 per share, and two warrants, each exercisable
      for
      one share of our common stock, pursuant to a registration statement on Form
      S-1
      (File No. 333-124141), which registration statement was declared effective
      on
      August 25, 2005. Wedbush Morgan Securities Inc. served as lead managing
      underwriter for our IPO, which closed on August 31, 2005. The net proceeds
      from
      our IPO were approximately $51,190,000, after deducting offering expenses of
      approximately $650,000 and underwriting discounts of $2,160,000. As of September
      1, 2005, $50,380,000 of this amount had been placed in trust for purposes of
      consummating a business combination, with approximately $810,000
      remaining.




For
      the
      fiscal year ended March 31, 2007, we paid or incurred an aggregate of
      approximately $910,000 in expenses, which have been paid out of the proceeds
      of
      our IPO not held in trust for the following purposes:




·
            premiums
                associated with our directors and officers liability insurance;




·
            expenses
                for due diligence and investigation of prospective target businesses,
                including 180 Connect;




·
            legal
                and accounting fees relating to our SEC reporting obligations, our
                investigation of prospective target businesses and our proposed
                arrangement with 180 Connect;




·
            expenses
                associated with our proposed arrangement with 180 Connect;
                and




·
            miscellaneous
                expenses.




15




As
      of
      March 31, 2007, approximately $52.3 million was held in our trust account and
      we
      had expended all of the offering proceeds not held in trust.




16




**Performance
      Graph** **1**




The
      following graph compares our total stockholder returns since our IPO to two
      indices: the Dow Jones Wilshire 5000 and a peer group of 17 special purpose
      acquisition companies.




The
      stockholder return shown on the graph below is not necessarily indicative of
      future performance, and we do not make or endorse any predictions as to future
      stockholder returns.









**Item
      6.**  ***Selected
      Financial Data***




The
      following table summarizes the relevant financial data for our business and
      should be read in conjunction with our financial statements, and the notes
      and
      schedules related thereto, which are included in this annual report on Form
      10-K.




1 This
        section is not “soliciting material,” is not deemed “filed” with the SEC and is
        not to be incorporated by reference in any filing of Ad.Venture under the
        Securities Act or the Exchange Act whether made before or after the date
        hereof
        and irrespective of any general incorporation language in any such
        filing.


17




**SELECTED
        FINANCIAL DATA**




**Income
        Statement Data**


**For
                the Fiscal Year Ended March 31, 2007**
            
            **For
                the Period April 7, 2005 (Inception) through March 31,
                2006**
              **(As
                Restated)**Loss
                from operations
            
            $
            (
                1,420,643
            )
            $
            (216,093
            )Income
                (loss) from derivative liabilities
            
            
            5,458,236
            
            
            (4,662,563
            )Other
                income - interest
            
            
            1,601,505
            
            
            740,102Income
                (loss) before provision for income taxes
            
            
            5,639,098
            
            
            (4,138,554
            )Provision
                for income taxes
            
            
            261,343
            
            
            116,000Net
                income (loss)
            
            $
            5,377,755
            
            $
            (4,254,554
            )Weighted
                average number of shares
              outstanding--basic
            
            
            11,249,997
            
            
            7,696,020Net
                income (loss) per share--basic
            
            $
            .48
            
            $
            (0.55
            )Weighted
                average number of shares
              outstanding--diluted
            
            
            13,021,367
            
            
            7,696,020Net
                income (loss) per share--diluted
            
            $
            .04
            
            $
            (0.55
            )Pro
                Forma Adjustment:Interest
                income attributable to common stock subject to possible redemption
                (net of
                taxes of $0)
            
            $
            (346,564
            )
            $
            (118,358
            )Pro
                forma net income (loss) attributable to common stockholders not subject
                to
                redemption
            
            $
            5,031,191
            
            $
            (4,372,912
            )Pro
                forma weighted average number of shares outstanding, excluding shares
                subject to possible redemption--basic
            
            
            9,450,897
            
            
            6,607,360Pro
                forma net income (loss) per share, excluding shares subject to possible
                redemption—basic
            
            $
            .53
            
            $
            (0.66
            )Pro
                forma weighted average number of shares outstanding, excluding shares
                subject to possible redemption—diluted
            
            
            11,222,267
            
            
            6,607,360Pro
                forma net income (loss) per share, excluding shares subject to possible
                redemption—diluted
            
            $
            .02
            
            $
            (0.66
            )




**Balance
                Sheet Data****March
                31, 2007**
            
            
            **March
                31, 2006**
              **(As
                Restated)**Cash
                and cash equivalents
            
            $
            15,163
            
            $
            579,029Prepaid
                expenses
            
            
            5,000
            
            
            72,488Taxes
                receivable
            
            
            248,537
            
            
            —Total
                current assets
            
            
            268,700
            
            
            651,517Investments
                held in Trust Account
            
            
            52,338,250
            
            
            51,108,343Fixed
                assets, net of accumulated depreciation
            
            
            3,046
            
            
            4,062Total
                assets
            
            $
            52,609,996
            
            $
            51,763,922Accrued
                expenses
            
            $
            932,865
            
            $
            90,310Taxes
                payable
            
            
            —
            
            
            116,000Derivative
                liabilities
            
            
            7,934,799
            
            
            13,393,035Notes
                payable to Stockholders
            
            
            200,000
            
            
            —Total
                current liabilities
            
            
            9,067,664
            
            
            13,599,345Preferred
                stock
            
            
            —
            
            
            —Common
                stock subject to possible redemption
            
            
            10,539,882
            
            
            10,193,318Total
                stockholders’ equity
            
            
            33,002,450
            
            
            27,971,259Total
                liabilities and stockholders’ equity
            
            $
            52,609,996
            
            $
            51,763,922




18




**Item
      7.**  ***Management’s
      Discussion and Analysis of Financial Condition and Results of
      Operations***




**FORWARD-LOOKING
      STATEMENTS**




The
      following discussion should be read in conjunction with our combined
      consolidated financial statements and the notes thereto included elsewhere
      in
      this Form 10-K.




This
      Form
      10-K contains forward-looking statements based on our current expectations,
      assumptions, estimates and projections about us, 180 Connect and the industry
      in
      which 180 Connect operates. You can identify these statements by forward-looking
      words such as “may,” “expect,” “anticipate,” “contemplate,” “believe,”
“estimate,” “intends,” and “continue” or similar words. You should read
      statements that contain these words carefully because they:




•
            discuss
                future expectations;




•
            contain
                projections of future results of operations or financial condition;
                or




•
            state
                other “forward-looking”
information.




We
      believe it is important to communicate our expectations to our stockholders.
      However, there may be events in the future that we are not able to predict
      accurately or over which we have no control. The risk factors and cautionary
      language discussed in this Form 10-K provide examples of risks, uncertainties
      and events that may cause actual results to differ materially from the
      expectations described by us or 180 Connect in such forward-looking statements,
      including among other things:




•
            the
                number and percentage of our stockholders voting against the arrangement
                proposal and seeking conversion;




•
            the
                amount of cash on hand available to the surviving company after the
                arrangement;




•
            180
                Connect’s and our business
                strategy;




•
            outcomes
                of government reviews, inquiries, investigations and related
                litigation;




•
            continued
                compliance with government
                regulations;




•
            legislation
                or regulatory environments, requirements or changes adversely affecting
                the business in which 180 Connect and/or we are
                engaged;




•
            fluctuations
                in customer demand;




•
            management
                of rapid growth; and




•
            general
                economic conditions.




You
      are
      cautioned not to place undue reliance on these forward-looking statements,
      which
      speak only as of the date of this Form 10-K.




19




All
      forward-looking statements included herein attributable to us, 180 Connect
      or
      any person acting on either party’s behalf are expressly qualified in their
      entirety by the cautionary statements contained or referred to in this section.
      Except to the extent required by applicable laws and regulations, we and 180
      Connect undertake no obligation to update these forward-looking statements
      to
      reflect events or circumstances after the date of this proxy
      statement/prospectus or to reflect the occurrence of unanticipated
      events.




**MANAGEMENT’S
      DISCUSSION AND ANALYSIS**


**OF
      FINANCIAL CONDITION AND RESULTS OF OPERATIONS**




**Overview**




We
      were
      formed on April 7, 2005 as a blank check company for the purpose of acquiring,
      through a merger, capital stock exchange, asset acquisition or other similar
      business combination, one or more operating businesses in the technology, media
      or telecommunications industries. We intend to use cash derived from the net
      proceeds of our IPO, which closed on August 31, 2005, together with any
      additional financing arrangements that we undertake, to effect a business
      combination.




The
      net
      proceeds from our IPO on August 31, 2005 were approximately $51.2 million,
      after
      deducting offering expenses of approximately $0.7 million and underwriting
      discounts of $2.2 million. Of this amount, $50.4 million was placed in a trust
      account, with approximately $810,000 remaining for our use to cover business,
      legal and accounting due diligence expenses on prospective acquisitions and
      continuing general and administrative expenses.




**Results
      of Operations**




***Net
      Income***




For
      the
      fiscal year ended March 31, 2007, we had net income of approximately $5.4
      million, of which approximately $5.4 million was derived from income on
      derivative liabilities resulting from a decrease in the fair market value of
      our
      warrants outstanding and of approximately $1.6 million in interest income,
      less
      operating expenses and taxes. For the fiscal year ended March 31, 2006, we
      had a
      net loss of approximately $4.3 million derived primarily from a loss on
      derivative liabilities.




***Liquidity
      and Capital Resources***




On
      August
      31, 2005, we consummated our IPO of 9,000,000 units. Each unit consists of
      one
      share of common stock and two warrants. Each warrant entitles the holder to
      purchase from us one share of our common stock at an exercise price of $5.00.
      Our common stock and warrants started trading separately as of October 10,
      2005.
      The net proceeds from the sale of our units, after deducting certain offering
      expenses of approximately $0.7 million, and an underwriting discount of
      approximately $2.2 million, were approximately $51.2 million. Of this amount,
      $50.4 million was placed into a trust account and the remaining proceeds are
      available to be used by us to provide for business, legal and accounting due
      diligence on prospective acquisitions and to pay for continuing general and
      administrative expenses. In December 2006 and April 2007, we withdrew $58,500
      and $75,000, respectively, from the trust account for the payment of income
      taxes on the interest income of the trust account.




Since
      our
      IPO we have expended all of the funds held outside of our trust account. In
      addition to amounts spent on legal and accounting due diligence on prospective
      acquisitions, we have spent significant amounts on legal and accounting fees
      related to our SEC reporting obligations as well as on continuing general and
      administrative expenses. We expect to incur significant additional expenses
      in
      connection with the arrangement. On January 29, 2007, we entered into notes
      with
      each of Messrs. Balter and Slasky pursuant to which Messrs. Balter and Slasky
      may loan such amounts as are necessary to fund our operating expenses and
      expenses in connection with the arrangement. The loans bear no interest and
      are
      payable upon demand or upon the consummation of a business combination. We
      have
      agreed to reimburse Messrs. Balter and Slasky for any tax liabilities they
      may
      incur as a result of any imputed interest income related to the notes. We
      currently believe Messrs. Balter and Slasky will continue to loans funds to
      us
      to cover our expenses. However, in the event that Messrs. Balter and Slasky
      are
      unable or unwilling to continue to loan funds to us, we may not be able to
      consummate the arrangement, in which case we would be required to
      diss olve
      and
      liquidate.




20




If
      we
      dissolve and liquidate prior to the consummation of a business combination,
      Messrs. Balter and Slasky, pursuant to the certain written agreement executed
      in
      connection with the IPO, will be personally liable to ensure that the proceeds
      in the trust account are not reduced by the claims of various vendors that
      are
      owed money by us for services rendered or products sold to us and target
      businesses who have entered into written agreements, such as a letter of intent
      or confidentiality agreement, with us and who have not waived all of their
      rights to make claims against the proceeds in the trust account. We currently
      believe a significant portion of the accounts payable and accrued offering
      costs
      and acquisition costs reflected on our balance sheet would be considered vendor
      claims for purposes of the indemnification provided by our officers. We expect
      that the indemnification provided by our officers would cover these costs and
      expenses and the costs and expenses of the dissolution and liquidation to the
      extent these costs and expenses relate to vendor claims. We cannot assure you
      that Messrs. Balter and Slasky will be able to satisfy those indemnification
      obligations. As a result, the indemnification described above may not
      effectively mitigate the risk of creditors’ claims reducing the amounts in the
      trust account. In addition, the trust account could be subject to claims of
      third parties and our stockholders who have received distributions from us
      may
      be held liable for claims by third parties to the extent such claims are not
      been paid by us. Furthermore, our warrants will expire worthless if we liquidate
      before the completion of a business combination.




***Off-Balance
      Sheet Arrangements***




Other
      than contractual obligation incurred in the normal course of business, we do
      not
      have any off-balance sheet financing arrangements or liabilities, guarantee
      contracts, retained or contingent interests in transferred assets or any
      obligation arising out of a material variable interest in an unconsolidated
      entity.




***Contractual
      Obligations***




We
      had no
      long-term liabilities as of March 31, 2007.




In
      connection with our IPO, we agreed to pay the underwriters additional
      underwriting fees and expenses of $1.6 million upon the consummation of our
      initial business combination. We expect that such fees and expenses will be
      paid
      out of the proceeds in the trust account upon consummation of the arrangement.
      Of such fees and expenses, $1.1 million constitute additional underwriting
      fees
      and $0.5 million constitutes an additional non-accountable expense
      allowance.




Following
      the consummation of our IPO, we cancelled the office service agreement with
      Innovation Interactive, LLC, which was an affiliate of Howard S. Balter, our
      chairman of the board and chief executive officer, Ilan M. Slasky, our
      president, secretary and director. Following cancellation of that arrangement,
      we relocated our office and entered into an informal agreement with an unrelated
      third party whereby we pay base rent of $2,058 per month, on a month-to-month
      basis, in exchange for office space and certain administrative
      services.




On
      March
      13, 2007, we entered into the arrangement agreement with 180 Connect pursuant
      to
      which we intend to issue approximately 17.2 million shares of our common stock
      and/or exchangeable shares to the shareholders of 180 Connect. We have also
      agreed to exchange all outstanding options to purchase 180 Connect common shares
      for options to purchase our common stock and to assume all outstanding stock
      appreciation rights of 180 Connect and outstanding warrants to purchase common
      shares of 180 Connect in connection with the arrangement.




**Critical
      Accounting Policies**




The
      preparation of financial statements and related disclosures in conformity with
      generally accepted accounting principles in the United States requires
      management to make estimates and assumptions that affect the reported
      consolidated amounts of assets and liabilities, disclosure of contingent assets
      and liabilities at the date of the financial statements, and revenues and
      expenses during the periods reported. Actual results could materially differ
      from those estimates.




21




We
      have
      identified our accounting for warrants and derivative instruments (as described
      below) as critical because of the significant non-cash impact on our balance
      sheet and results of operations and because the application and interpretation
      of these policies requires both judgment and estimates of matters that are
      inherently uncertain and unknown.




***Accounting
      for Warrants and Derivative Instruments***




Emerging
      Issues Task Force No. 00-19 , “Accounting for Derivative Financial Instruments
      Indexed to, and Potentially Settled in, a Company’s Own Stock” requires
      freestanding contracts that are settled in a company’s own stock to be
      designated as an equity instrument, asset or a liability. Statement of Financial
      Accounting Standards No. 133, “Accounting for Derivative Instruments and Hedging
      Activities” establishes reporting standards for derivative instruments,
      including derivative instruments embedded in other contracts. In accordance
      with
      EITF No. 00-19, we have determined that the public warrants and the option
      to
      purchase 450,000 units, each of which consists of one share of common stock
      and
      two warrants that are identical to our public warrants except for the exercise
      price, issued to the underwriters in connection with our IPO should be
      classified as derivative liabilities.




The
      reclassification of the warrants as a derivative liability is required under
      EITF No. 00-19 due to the absence in the warrant agreement of provisions
      addressing the exercise of the warrants in the absence of an effective
      registration statement. Under interpretations of applicable federal securities
      laws, the issuance of shares upon exercise of the warrants in the absence of
      an
      effective registration statement could be deemed a violation of Section 5 of
      the
      Securities Act of 1933, as amended (the “Securities Act”). To address this
      issue, the warrant agreement requires that we file, and use best efforts to
      cause to be declared and keep effective, a registration statement covering
      the
      issuance of the shares underlying the warrants. However, the warrant agreement
      fails to specify the remedies, if any, that would be available to warrantholders
      in the event there is no effective registration statement covering the issuance
      of shares underlying the warrants. Under EITF No. 00-19, the registration of
      the
      common stock underlying the warrants is not within our control. In addition,
      under EITF No. 00-19, in the absence of explicit provisions to the contrary
      in
      the warrant agreement, we must assume that we could be required to settle the
      warrants on a net-cash basis, thereby necessitating the treatment of the
      potential settlement obligation as a liability.




Similarly,
      the reclassification of the unit purchase option as a derivative liability
      is
      required under EITF No. 00-19 due to the absence in the unit purchase option
      of
      provisions addressing the exercise of the unit purchase option in the absence
      of
      an effective registration statement. Under interpretations of applicable federal
      securities laws, the issuance of units upon exercise of the unit purchase option
      in the absence of an effective registration statement could be deemed a
      violation of Section 5 of the Securities Act. The reclassification of the unit
      purchase option as a derivative liability is required under EITF No. 00-19
      because the registration of the units underlying the unit purchase option is
      not
      within our control.




Under
      the
      provisions of EITF No. 00-19, a contract designated as an asset or a liability
      must be carried at fair value on a company’s balance sheet, with any changes in
      fair value recorded in the company’s results of operations. The fair value of
      these warrants and the unit purchase option are shown on our balance sheet
      and
      the unrealized changes in the values of these derivatives are shown in our
      consolidated statement of operations as “Gain (loss) from derivative
      liabilities.” We determined the initial valuation of the warrants based upon the
      difference between the per-unit offering price of the units in the IPO and
      the
      discounted per-share amount placed into the Trust Account and the valuation
      of
      the warrants at September 30, 2005 based upon the difference between the market
      price of the units and the discounted per-share amount placed into the Trust
      Account. Thereafter, since the warrants are quoted on the Over-the-Counter
      Bulletin Board, the fair value of the warrants was determined based on the
      market price of the warrants at the end of each period. To the extent that
      the
      market price increases or decreases, our derivative liability will also increase
      or decrease, impacting our consolidated statement of operations. As of March
      30,
      2007 and March 31, 2006, the closing sale prices for the warrants were $0.37
      and
      $0.64, respectively, resulting in a total warrant liabilities of $6.6 million
      and $11.5 million, respectively.




We
      determined the fair values of the unit purchase option at March 31, 2007 and
      March 31, 2006 using a Black Scholes pricing model adjusted to include a
      separate valuation of the embedded warrants. For the March 31, 2007 valuation,
      the following assumptions were used for the Black Scholes pricing model: an
      expected life of 3.41 years, volatility of 64.9% and a risk-free rate of 4.54%.
      For the March 31, 2006 valuation, the following assumptions were used for the
      Black Scholes pricing model: an expected life of 4.41 years, volatility of
      79.8%
      and a risk-free rate of 4.81%. Valuations derived from this model are subject
      to
      ongoing internal and external verification and review. Selection of these inputs
      involves management’s judgment and may impact net income. The Company continues
      to base its volatility assumption on the five-year average historical stock
      prices of the same representative sample of 20 technology, media and
      telecommunications companies as used in its initial valuation. The volatility
      factor used in Black Scholes model has a significant effect on the resulting
      valuation of the derivative liabilities on the Company’s balance sheet. For the
      embedded warrants, we based the valuation on the closing sale price for the
      public warrants as of March 31, 2007 or March 31, 2006, as applicable, adjusted
      by the percentage difference between the valuations obtained, using a Black
      Scholes pricing model (with the same assumptions) for the public warrants and
      the embedded warrants. We did not use the Black Scholes pricing model for the
      embedded warrants because the valuation obtained using that model did not
      correlate to the value of the public warrants.




22




**Restatement
      of Financial Statements**




On
      August
      21, 2006, we filed a Form 8-K (the “August 2006 Form 8-K”) to notify investors
      that we determined, after consulting with its independent registered accounting
      firm, Eisner LLP, that, based on recent interpretations of the accounting for
      warrants under Emerging Issues Task Force No. 00-19, the fair value of the
      warrants issued as part of the units sold in our IPO (the “public warrants”) and
      the warrants issuable upon the exercise of the unit purchase option issued
      to
      the underwriters in our IPO (the “embedded warrants”) should be reported as a
      derivative liability rather than as equity as had been our practice. The August
      2006 Form 8-K disclosed that the financial statements contained within the
      Company’s Form 8-K filed September 6, 2005 (the “September 2005 Form 8-K”)
      and the Form 10-K for the period from inception through March 31, 2006 (the
      “Form 10-K”) should no longer be relied upon and stated our intention to amend
      such Form 8-K and the Form 10-K to record the warrants as derivative liabilities
      and make additional non-operating gains and losses related to the classification
      of and accounting for the public warrants and the embedded
      warrants.




On
      August
      29, 2006, we filed Amendment No. 1 to the September 2005 Form 8-K (the
“Prior Amended Form 8-K”) and Amendment No. 1 to the Form 10-K (the “Prior
      Amended Form 10-K”, and together with the Prior Amended Form 8-K, collectively,
      the “Prior Amended Filings”) with restated financial statements that classified
      that the fair value of the public warrants and the embedded warrants as
      derivative liabilities rather than as equity.




After
      we
      filed the Prior Amended Filings, as a result of comments received from and
      discussions with the staff of the SEC, we determined that the interpretation
      of
      EITF No. 00-19 would also require the unit purchase option to be classified
      as a
      derivative liability to be adjusted to fair value at each balance sheet date.
      As
      a result, on September 25, 2006, we filed an amendment to the August 2006 Form
      8-K disclosing (i) the date on which we first concluded that the financial
      statements contained within the September 2005 Form 8-K and Form 10-K should
      no
      longer be relied upon; (ii) that, on September 19, 2006, we determined to
      further restate its financial statements to record the unit purchase option
      issued to the underwriters in our IPO as a liability; (iii) that, as a result
      of
      such determination, we would file further amendments to the September 2005
      8-K
      and the Form 10-K, which amendments would restate the previously restated
      financial statements included in the Prior Amended Filings, (iv) that the
      previously restated financial statements contained in the Prior Amended Filings
      should no longer be relied upon, (v) that the financial statements contained
      within our Forms 10-Q for the quarterly periods ended September 30, 2005,
      December 31, 2005 and June 30, 2006 (the “Forms 10-Q”) should no longer be
      relied upon; and (vi) that we would amend the Forms 10-Q to restate the
      financial statements contained therein. On January 12, 2007, we filed Amendment
      No. 2 to the September 2005 Form 8-K, Amendment No. 2 to the Form 10-K and
      Amendment No. 1 to the Forms 10-Q to classify the unit purchase option as a
      derivative liability.




The
      accompanying financial statements for the period of April 1, 2005 (date of
      inception) to March 31, 2006 have been restated to effect the changes described
      above.




**Item
      7A.**  ***Quantitative
      and Qualitative Disclosure About Market Risk***




Market
      risk is the sensitivity of income to changes in interest rates, foreign
      exchanges, commodity prices, equity prices and other market-driven rates or
      prices. We are not presently engaged in any substantive commercial business.
      Accordingly, we are not and, until we consummate the arrangement, we will not
      be, exposed to risks associated with foreign exchange rates, commodity prices,
      equity prices or other market-driven rates or prices.




23




As
      of
      March 31, 2007, approximately $52.3 million was held in trust for the purposes
      of consummating a business combination. As of March 31, 2007, the proceeds
      held
      in trust have been invested in a Smith Barney Municipal Market Fund, Class
      Y.
      The average rating in the portfolio is MIG 1. As of March 31, 2007, the
      effective annualized interest rate payable on our investment was approximately
      3.16%. In addition, w e
      have issued warrants that are accounted for as derivative liabilities. One
      of
      the factors determining the fair value of the liability is the risk-free
      interest rate. The fluctuation of the liabilities due to interest rate changes
      has been minimal.




Assuming
      no other changes to our holdings as of March 31, 2007, a 1% decrease in the
      underlying interest rate payable on our investments as of March 31, 2007 would
      result in a decrease of approximately $130,750 in the interest earned on our
      investments for the following 90-day period, and a corresponding decrease in
      our
      net increase in stockholders’ equity resulting from operations, if any, for that
      period.




We
      have
      not engaged in any hedging activities since our inception on April 7, 2005.
      We
      do not expect to engage in any hedging activities with respect to the market
      risk to which we are exposed.




**Item
      8.**  ***Financial
      Statements and Supplementary Data***




**Index
      to Financial Statements**




**Documents**
            
            **Page**Report
                of Independent Registered Public Accounting Firm
            
            
            25Balance
                Sheets at March 31, 2007 and March 31, 2006, as restated
            
            
            26Statements
                of Operations for the fiscal year ended March 31, 2007 and the period
                from
                April 7, 2005 (inception) through March 31, 2006, as
                restated
            
            
            27Statements
                of Stockholders’ Equity for the fiscal year ended March 31, 2007 and the
                period from April 7, 2005 (inception) through March 31, 2006, as
                restated
            
            
            28Statements
                of Cash Flows for the fiscal year ended March 31, 2007 and the period
                from
                April 7, 2005 (inception) through March 31, 2006, as
                restated
            
            
            29Notes
                to Financial Statements
            
            
            30




24




**REPORT
      OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM**




Board
      of
      Directors and Stockholders


Ad.Venture
      Partners, Inc.




We
      have
      audited the accompanying balance sheets of Ad.Venture Partners, Inc. (a
      development stage company) (the “company”) as of March 31, 2007 and 2006 and the
      related statements of operations, stockholders’ equity and cash flows for the
      fiscal year ended March 31, 2007 and the period from April 7, 2005 (date of
      inception) through March 31, 2006. These financial statements are the
      responsibility of the Company’s management. Our responsibility is to express an
      opinion on these financial statements based on our audit.




We
      conducted our audits in accordance with the standards of the Public Company
      Accounting Oversight Board (United States). Those standards require that we
      plan
      and perform the audit to obtain reasonable assurance about whether the financial
      statements are free of material misstatement. An audit includes examining,
      on a
      test basis, evidence supporting the amounts and disclosures in the financial
      statements. An audit also includes assessing the accounting principles used
      and
      significant estimates made by management, as well as evaluating the overall
      financial statement presentation. We believe that our audits provide a
      reasonable basis for our opinion.




In
      our
      opinion, the financial statements enumerated above present fairly, in all
      material respects, the financial position of Ad.Venture Partners, Inc. as of
      March 31, 2007 and 2006 and the results of its operations and its cash flows
      for
      the year ended March 31, 2007 and the period from April 7, 2005 through March
      31, 2006 in conformity with U.S. generally accepted accounting
      principles.




As
      discussed in Note C to the accompanying financial statements, the Company has
      restated its financial statements as of and for the period from April 7, 2005
      through March 31, 2006 to classify warrants to purchase common stock associated
      with the units sold at the initial public offering of the Company and the unit
      purchase option issued to the underwriters in connection with the initial public
      offering as derivative liabilities, and to record a loss from the change in
      the
      value of such liabilities.




/s/
      Eisner  LLP




New
      York,
      New York


May
      23,
      2007




25




**AD.VENTURE
      PARTNERS, INC.**


**(a
      development stage company)**




**BALANCE
      SHEETS**




**March
                31,**
              **2007**
            
            **March
                31, 2006**
              **(As
                Restated - See Note C)****ASSETS**Current
                assets:Cash
                and cash equivalents
            
            $
            15,163
            
            $
            579,029Prepaid
                expenses
            
            
            5,000
            
            
            72,488Taxes
                receivable
            
            
            248,537
            
            
            0Total
                current assets
            
            
            268,700
            
            
            651,517Investments
                held in Trust Account
            
            
            52,338,250
            
            
            51,108,343Fixed
                assets, net of accumulated depreciation
            
            
            3,046
            
            
            4,062Total
                assets
            
            $
            52,609,996
            
            $
            51,763,922**LIABILITIES
                AND STOCKHOLDERS’ EQUITY**Current
                liabilities:Accrued
                expenses
            
            $
            932,865
            
            $
            90,310Taxes
                payable
            
            
            0
            
            
            116,000Derivative
                liabilities
            
            
            7,934,799
            
            
            13,393,035Notes
                payable to Stockholders
            
            
            200,000
            
            
            0Total
                current liabilities
            
            
            9,067,664
            
            
            13,599,345Common
                Stock, and changes in Trust Account value attributable to shares
                subject
                to possible redemption, 1,799,100 shares
            
            
            10,539,882
            
            
            10,193,318**STOCKHOLDERS’
                EQUITY**Preferred
                stock—$.0001 par value; 1,000,000 shares authorized; 0 shares issued and
                outstanding
            
            
            0
            
            
            0Common
                stock—$.0001 par value; 50,000,000 shares authorized; 11,249,997 shares
                issued and outstanding (which includes 1,799,100 shares subject to
                possible redemption)
            
            
            1,125
            
            
            1,125Additional
                paid-in capital
            
            
            32,343,046
            
            
            32,343,046Retained
                earnings (deficit) accumulated during the development
                stage
            
            
            658,279
            
            
            (4,372,912
            )Total
                stockholders’ equity
            
            
            33,002,450
            
            
            27,971,259Total
                liabilities and stockholders’ equity
            
            $
            52,609,996
            
            $
            51,763,922







See
      notes
      to financial statements




26




**AD.VENTURE
      PARTNERS, INC.**


**(a
      development stage company)**




**STATEMENTS
      OF OPERATIONS**




**Year**
              **Ended**
              **March
                31, 2007**
            
            **April
                7, 2005**
              **(Date
                of Inception) Through**
              **March
                31, 2006**
              **(As
                Restated - See Note C)**Operating
                costs
            
            $
            (1,420,643
            )
            $
            (216,093
            )Loss
                from operations
            
            
            (1,420,643
            )
            
            (216,093
            )Income
                (loss) from derivative liabilities
            
            
            5,458,236
            
            
            (4,662,563
            )Other
                income—interest
            
            
            1,601,505
            
            
            740,102Income
                (loss) before provision for income taxes
            
            
            5,639,098
            
            
            (4,138,554
            )Provision
                for income taxes
            
            
            (261,343
            )
            
            (116,000
            )Net
                income (loss)
            
            
            5,377,755
            
            $
            (4,254,554
            )Weighted
                average number of shares outstanding—basic
            
            
            11,249,997
            
            
            7,696,020Net
                income (loss) per share—basic
            
            $
            .48
            
            $
            (0.55
            )Weighted
                average number of shares outstanding—diluted
            
            
            13,021,367
            
            
            7,696,020Net
                income (loss) per share—diluted
            
            $
            .04
            
            $
            (0.55
            )Pro
                Forma Adjustment:Interest
                income attributable to common stock subject to possible redemption
                (net of
                taxes of $0)
            
            $
            (346,564
            )
            $
            (118,358
            )Pro
                forma net income (loss) attributable to common stockholders not subject
                to
                redemption
            
            
            5,031,191
            
            $
            (4,372,912
            )Pro
                forma weighted average number of shares outstanding, excluding shares
                subject to possible redemption—basic
            
            
            9,450,897
            
            
            6,607,360Pro
                forma net income (loss) per share, excluding shares subject to possible
                redemption—basic
            
            $
            .53
            
            $
            (0.66
            )Pro
                forma weighted average number of shares outstanding, excluding shares
                subject to possible redemption—diluted
            
            
            11,222,267
            
            
            6,607,360Pro
                forma net income (loss) per share, excluding shares subject to possible
                redemption—diluted
            
            $
            .02
            
            $
            (0.66
            )







See
      notes
      to financial statements




27




**AD.VENTURE
      PARTNERS, INC.**


**(a
      development stage company)**




**STATEMENTS
      OF STOCKHOLDERS’ EQUITY**




**Common
                Stock****Shares**
            
            
            **Amount**
            
            
            **Additional
                Paid-In Capital**
            
            
            **Retained
                Earnings**
              **(Deficit)
                Accumulated During the Development Stage**
            
            
            **Total****Balance—April
                7, 2005**
            
            
            --
            
            $
            --
            
            $
            --
            
            $
            --
            
            $
            --Contributions
                from initial stockholders
            
            
            2,249,997
            
            
            225
            
            
            775
            
            
            --
            
            
            1,000Sale
                of 9,000,000 units and representative’s option, net of underwriters’
                discount and offering expenses
            
            
            9,000,000
            
            
            900
            
            
            51,147,703
            
            
            --
            
            
            51,148,603Net
                proceeds subject to possible redemption of 1,799,100 shares
            
            
            --
            
            
            --
            
            
            (10,074,960
            )
            
            --
            
            
            (10,074,960
            )Reclassification
                to derivative liabilities (warrants) to part of proceeds from the
                sale of
                the warrants and the embedded warrants
            
            
            --
            
            
            --
            
            
            (8,730,472
            )
            
            --
            
            
            (8,730,472
            )Change
                in accretion of Trust Account relating to common stock subject to
                possible
                redemption, net of tax
            
            
            --
            
            
            --
            
            
            --
            
            
            (118,358
            )
            
            (118,358
            )Net
                loss
            
            
            
            
            
            
            
            
            
            
            
            (4,254,554
            )
            
            (4,254,554
            )**Balance
                (As Restated - See Note C)—March 31, 2006**
            
            
            11,249,997
            
            $
            1,125
            
            $
            32,343,046
            
            $
            (4,372,912
            )
            $
            27,971,259Change
                in accretion of Trust Account relating to common stock subject to
                possible
                redemption, net of tax
            
            
            --
            
            
            --
            
            
            --
            
            
            (346,564
            )
            
            (346,564
            )Net
                income
            
            
            --
            
            
            --
            
            
            --
            
            
            5,377,755
            
            
            5,377,755**Balance—March
                31, 2007**
            
            
            11,249,997
            
            $
            1,125
            
            $
            32,343,046
            
            $
            658,279
            
            $
            33,002,450






See
      notes
      to financial statements




28




**AD.VENTURE
      PARTNERS, INC.**


**(a
      development stage company)**




**STATEMENTS
      OF CASH FLOWS**




**Year**
              **Ended**
              **March
                31,**
              **2007**
            
            **April
                7, 2005**
              **(Date
                of Inception) Through**
              **March
                31, 2006**
              **(As
                Restated - See Note C)****Cash
                flows from operating activities:**Net
                income (loss)
            
            $
            5,377,755
            
            $
            (4,254,554
            )Adjustments
                to reconcile net income (loss) to net cash provided by operating
                activities:(Gain)
                loss from Derivative liabilities
            
            
            (5,458,236
            )
            
            4,662,563Depreciation
            
            
            1,016
            
            
            1,015Changes
                in operating assets and liabilities:Prepaid
                expenses
            
            
            67,488
            
            
            (72,488
            )Taxes
                receivable
            
            
            (248,537
            )
            
            --Accrued
                expenses
            
            
            842,555
            
            
            90,310Taxes
                payable
            
            
            (116,000
            )
            
            116,000Net
                cash provided by operating activities
            
            
            466,041
            
            
            542,846**Cash
                flows from investing activities:**Cash
                held in Trust Account
            
            
            (1,229,907
            )
            
            (51,108,343
            )Purchases
                of property and equipment
            
            
            0
            
            
            (5,077
            )Net
                cash used in investing activities
            
            
            (1,229,907
            )
            
            (51,113,420
            )**Cash
                flows from financing activities:**Issuance
                of stock
            
            
            0
            
            
            51,148,503Proceeds
                from notes payable to stockholder
            
            
            200,000
            
            
            150,000Repayment
                of note payable to stockholder
            
            
            0
            
            
            (150,000
            )Proceeds
                from sale of common stock to founders
            
            
            0
            
            
            1,000Proceeds
                from issuance of representative’s option
            
            
            0
            
            
            100Net
                cash provided by financing activities
            
            
            200,000
            
            
            51,149,603Net
                increase (decrease) in cash and cash equivalents
            
            
            (563,866
            )
            
            579,029Cash
                and cash equivalents—beginning of period
            
            
            579,029
            
            
            --Cash
                and cash equivalents—end of period
            
            $
            15,163
            
            $
            579,029**Supplemental
                disclosure of cash flow information:**Cash
                paid during the year for taxes
            
            $
            479,625
            
            $
            123,155







See
      notes
      to financial statements




29




**AD.VENTURE
      PARTNERS, INC.**


**(a
      development stage company)**




**NOTES
      TO FINANCIAL STATEMENTS**


**March
      31, 2007**




**Note
      A—Organization And Business Operations**




Ad.Venture
      Partners, Inc. (the “Company”) was incorporated in Delaware on April 7, 2005.
      The Company was formed to serve as a vehicle for the acquisition through a
      merger, capital stock exchange, asset acquisition or other similar business
      combination (the “Business Combination”) of one or more operating business in
      the technology, media or telecommunications industries. The Company has neither
      engaged in any operations nor generated revenue. The Company is considered
      to be
      in the development stage and is subject to the risks associated with activities
      of development stage companies. The Company has selected March 31 as its fiscal
      year end.





The
      registration statement for the Company’s initial public offering (the
“Offering”) (as described in Note D) was declared effective on August 25,
      2005. The Company consummated the Offering on August 31, 2005 and received
      net proceeds of approximately $51.2 million. The Company’s management has broad
      discretion with respect to the specific application of the net proceeds of
      the
      Offering, although substantially all of the net proceeds of the Offering are
      intended to be generally applied toward a Business Combination. Furthermore,
      there is no assurance that the Company will be able to successfully effect
      a
      Business Combination. Of the net proceeds, $50,380,000 was placed in a trust
      account (“Trust Account”) and invested in mutual funds and municipal money
      market funds until the earlier of (i) the consummation of the first Business
      Combination or (ii) the distribution of the Trust Account as described
      below. The remaining proceeds may be used to pay for business, legal and
      accounting due diligence on prospective acquisitions and continuing general
      and
      administrative expenses. The Company, after signing a definitive agreement
      for
      the acquisition of a target business, will submit such transaction for
      stockholder approval. In the event that holders of 20% or more of the shares
      issued in the Offering vote against the Business Combination, the Business
      Combination will not be consummated. However, the persons who were stockholders
      prior to the Offering (the “Initial Stockholders”) will participate in any
      liquidation distribution only with respect to any shares of the common stock
      acquired in connection with or following the Offering.





In
      the
      event that the Company does not consummate a Business Combination within 18
      months from the date of the consummation of the Offering, or 24 months from
      the
      consummation of the Offering if certain extension criteria have been satisfied
      (the “Acquisition Period”), the Company is required to distribute the proceeds
      held in the Trust Account to the Company’s public stockholders, excluding the
      Initial Stockholders to the extent of their initial stock holdings. In the
      event
      of such distribution, it is likely that the per-share value of the residual
      assets remaining available for distribution (including Trust Account assets)
      will be less than the price per share in the Offering (assuming no value is
      attributed to the Warrants contained in the Units to be offered in the Offering
      discussed in Note D).




**Note
      B—Summary Of Significant Accounting Policies**




**[1]**
            **Cash
                and cash equivalents:**





The
      Company considers all highly liquid investments with original maturities of
      three months or less to be cash equivalents.





**[2]**
            **Investments
                held in Trust Account:**





At
      March
      31, 2007, the investments held in the Trust Account consisted of tax-exempt
      municipal money market funds, and are treated as trading securities and recorded
      at their market value. The excess of market over cost is included in interest
      income in the accompanying statement of operations.


30
  **[3]**
            **Accounting
                  for Warrants and Derivative
                  Instruments**


Emerging
      Issues Task Force issue EITF 00-19, “Accounting for Derivative Financial
      Instruments Indexed to, and Potentially Settled in, a Company’s Own Stock,”
(“EITF No. 00-19”) requires freestanding contracts that are settled in a
      company’s own stock to be designated as an equity instrument, asset or a
      liability. In accordance with EITF No. 00-19, the Company determined that the
      warrants issued in connection with the Offering (the “ ***public
      warrants*** ”)
      and
      the unit purchase option issued to the underwriters in connection with the
      Offering (further described in Note D below) should be classified as a
      derivative liability.




The
      classification of the warrants as a derivative liability is required under
      EITF
      No. 00-19 due to the absence in the warrant agreement of provisions addressing
      the exercise of the warrants in the absence of an effective registration
      statement. Under interpretations of applicable federal securities laws, the
      issuance of shares upon exercise of the warrants in the absence of an effective
      registration statement could be deemed a violation of Section 5 of the
      Securities Act of 1933, as amended (the “Securities Act”). To address this
      issue, the warrant agreement requires that the Company file, and use best
      efforts to cause to be declared and keep effective, a registration statement
      covering the issuance of the shares underlying the warrants. However, the
      warrant agreement fails to specify the remedies, if any, that would be available
      to warrantholders in the event there is no effective registration statement
      covering the issuance of shares underlying the warrants. Under EITF No. 00-19,
      the registration of the common stock underlying the warrants is not within
      the
      Company’s control. In addition, under EITF No. 00-19, in the absence of explicit
      provisions to the contrary in the warrant agreement, the Company must assume
      that it could be required to settle the warrants on a net-cash basis, thereby
      necessitating the treatment of the potential settlement obligation as a
      liability.





Similarly,
      the classification of the unit purchase option as a derivative liability is
      required under EITF No. 00-19 due to the absence in the unit purchase option
      of
      provisions addressing the exercise of the unit purchase option in the absence
      of
      an effective registration statement. Under interpretations of applicable federal
      securities laws, the issuance of units upon exercise of the unit purchase option
      in the absence of an effective registration statement could be deemed a
      violation of Section 5 of the Securities Act. The reclassification of the unit
      purchase option as a derivative liability is required under EITF No. 00-19
      because the registration of the units underlying the unit purchase option is
      not
      within the Company’s control.




Under
      the
      provisions of EITF No. 00-19, a contract designated as an asset or a liability
      must be carried at fair value on a company’s balance sheet, with any changes in
      fair value recorded in the company’s results of operations. The fair value of
      these warrants and the unit purchase option are shown on our balance sheet
      and
      the changes in the values of these derivatives are shown in our statement of
      operations as “Gain (loss) from derivative liabilities.” We determined the
      initial valuation of the warrants based upon the difference between the per-unit
      offering price of the units in the Offering and the discounted per-share amount
      placed into the Trust Account and the valuation of the warrants at September
      30,
      2005 based upon the difference between the market price of the units and. the
      discounted per-share amount placed into the Trust Account. Thereafter, since
      the
      warrants are quoted on the Over-the-Counter Bulletin Board, the fair value
      of
      the warrants was determined based on the market price of the warrants at the
      end
      of each period. To the extent that the market price increases or decreases,
      our
      derivative liability will also increase or decrease, impacting our statement
      of
      operations. As of March 31, 2007 and 2006, the closing sale prices for the
      warrants were $0.37 and $0.64, respectively, resulting in a total warrant
      liability of $6,660,000 and $11,520,000, respectively.




The
      Company determined the fair values of the unit purchase option at March 31,
      2007
      and 2006 using a Black Scholes pricing model adjusted to include a separate
      valuation of the embedded warrants. For the March 31, 2007 valuation, the
      following assumptions were used for the Black Scholes pricing model: an expected
      life of 3.41 years, volatility of 64.9% and a risk-free rate of 4.54%. For
      the
      March 31, 2006 valuation, the following assumptions were used for the Black
      Scholes pricing model: an expected life of 4.41 years, volatility of 79.8%
      and a
      risk-free rate of 4.81%. Valuations derived from this model are subject to
      ongoing internal and external verification and review. Selection of these inputs
      involves management’s judgment and may impact net income (loss). The Company
      continues to base its volatility assumption on the five-year average historical
      stock prices of the same representative sample of 20 technology, media and
      telecommunications companies as used in its initial valuation. The volatility
      factor used in Black Scholes model has a significant effect on the resulting
      valuation of the derivative liabilities on the Company’s balance sheet. For the
      embedded warrants, we based the valuation on the closing sale price for the
      public warrants as of March 31, 2007 and 2006 adjusted by the percentage
      difference between the valuations obtained, using a Black Scholes pricing model
      (with the same assumptions) for the public warrants and the embedded warrants.
      We did not use the Black Scholes pricing model for the embedded warrants because
      the valuation obtained using that model did not correlate to the value of the
      public warrants. As of March 31, 2007 and 2006, the liability related to the
      embedded warrants was $1,275,000 and $1,873,000, respectively.




31




**[4]**
            **Earnings
                per common share:**





Basic
      earnings per share is computed by dividing net income or loss attributable
      to
      common stockholders by the weighted average number of common shares outstanding
      for the period. Diluted earnings per share is computed by dividing net income
      attributable to common stockholders by the weighted-average number of common
      shares outstanding during the period, increased to include the number of
      additional common shares that would have been outstanding if the dilutive
      potential common shares had been issued, by application of the treasury stock
      method. For the year ended March 31, 2007, the diluted income per share includes
      the elimination of a gain due to the decrease in derivative liabilities and
      the
      dilutive impact of 4,860,000 shares from the 18,000,000 warrants outstanding
      with an exercise price of $5.00 per share. During the period from April 7,
      2005
      through March 31, 2006, the diluted loss per share was identical to the basic
      loss per share as the warrants and the unit purchase option were anti-dilutive
      as the elimination of a loss due to the increase in derivative liabilities
      was
      greater than the effect of an increase in the number of potential common shares.
      In addition, the dilutive impact of 1,333,333 shares from the 18,000,000
      warrants outstanding with an exercise price of $5.00 per share was not included
      in the computation of loss per share in the period from inception to March
      31,
      2006 since their inclusion would be anti-dilutive.





**[5]**
            **Use
                of estimates:**





The
      preparation of financial statements in conformity with accounting principles
      generally accepted in the United States of America requires management to make
      estimates and assumptions that affect the reported amounts of assets and
      liabilities and disclosure of contingent assets and liabilities at the date
      of
      the financial statements and the reported amounts of revenues and expenses
      during the reporting period. Actual results could differ from those
      estimates.





**[6]**
            **Income
                taxes:**





Deferred
      income taxes are provided for the differences between the bases of assets and
      liabilities for financial reporting and income tax purposes. A valuation
      allowance is established when necessary to reduce deferred tax assets to the
      amount expected to be realized.





The
      Company recorded a deferred income tax asset for the tax effect of start-up
      costs and temporary differences, aggregating approximately $463,000. In
      recognition of the uncertainty regarding the ultimate amount of income tax
      benefits to be derived, the Company has recorded a full valuation allowance
      at
      March 31, 2007.





The
      effective tax rate differs from the statutory rate of 34% due to the increase
      in
      the valuation allowance .





The
      Company has taxes receivable amounting to approximately $248,000 which represent
      reimbursement for the overpayment of income taxes.





**[7]**
            **Recently
                Issued Accounting
                Pronouncements:**





In
      May 2005, the Financial Accounting Standards Board (“FASB”) issued SFAS
      No. 154, “ *Accounting
      Changes and Error Corrections a replacement of APB No. 20 and FAS
      No. 3* ”
(SFAS
      154). SFAS 154 changes the requirements for the accounting for and reporting
      of
      a change in accounting principle. SFAS 154 also applies to all voluntary changes
      in accounting principle. It also applies to changes required by an accounting
      pronouncement in the unusual instance that the pronouncement does not include
      specific transition provisions. When a pronouncement includes specific
      transition provisions, those provisions should be followed. SFAS 154 is
      effective for all accounting changes and corrections of errors made in fiscal
      years beginning after December 15, 2005. The adoption of SFAS 154 did not
      have a material effect on the Company’s financial position or results of
      operations.




32




In
      July
      2006, FASB issued interpretation No. 48, “ *Accounting
      for Uncertainty In Income Taxes* ”
(“FIN
      48”), which addresses the accounting for uncertainty in income taxes recognized
      in the financial statements in accordance with FASB Statement No. 109,
“Accounting for Income Taxes.” FIN 48 provides guidance on the financial
      statement recognition and measurement of a tax position taken on the Company's
      tax return. FIN 48 also provides guidance on classification, interest and
      penalties, accounting in interim periods, disclosure and transition. FIN 48
      is
      effective for interim periods of fiscal years beginning after December 15,
      2006.
      The Company is evaluating the requirements of FIN 48 and expects that its
      adoption will not have a material impact on the Company's financial position
      and
      results of operations.





In
      September 2006, the Securities and Exchange Commission (“SEC”) issued Staff
      Accounting Bulletin No. 108, “ *Considering
      the Effects of Prior Year Misstatements when Quantifying Misstatements in
      Current Year Financial Statements”* (“SAB
      108”). SAB 108 requires registrants to use both a balance sheet approach and an
      income statement approach when evaluating and quantifying the materiality of
      a
      misstatement. SAB 108 provides guidance on correcting errors under the dual
      approach as well as providing transition guidance for correcting errors. The
      Company adopted the provisions of SAB 108 as of March 31, 2007. The adoption
      of
      SAB 108 did not have an effect on the Company’s financial position or results of
      operations.





In
      September 2006, FASB issued SFAS No. 158, “ *Employers’
      Accounting for Defined Benefit Pension and Other Postretirement
      Plans* —an
      amendment of FASB Statements No. 87, 88, 106, and 132(R),” (“SFAS 158”),
      which requires employers to: (a) recognize in its statement of financial
      position an asset for a plan’s overfunded status or a liability for a plan’s
      underfunded status; (b) measure a plan’s assets and its obligations that
      determine its funded status as of the end of the employer’s fiscal year; and
      (c) recognize changes in the funded status of a defined benefit
      postretirement plan in the year in which the changes occur. Those changes will
      be reported in comprehensive income of a business entity. The requirement to
      recognize the funded status of a benefit plan and the disclosure requirements
      are effective as of the end of the fiscal year ending after December 15,
      2006, for entities with publicly traded equity securities. The requirement
      to
      measure plan assets and benefit obligations as of the date of the employer’s
      fiscal year-end statement of financial position is effective for fiscal years
      ending after December 15, 2008. Since the Company does not currently have a
      defined benefit postretirement plan, the adoption of the SFAS 158 will not
      have
      any impact on its financial position and results of operations.





In
      February 2007, FASB issued SFAS No. 159, “ *The
      Fair Value Option for Financial Assets and Financial
      Liabilities* -
      including an amendment of FASB Statement 115”,(“SFAS 159”). This statement
      provides companies with an option to report selected financial assets and
      liabilities at fair value. This statement is effective for fiscal years
      beginning after November 15, 2007 with early adoption permitted. The
      Company is currently assessing the effect of SFAS 159 and has not yet determined
      the impact of SFAS 159 on the Company’s results of operations or financial
      position.




**Note
      C — Restatement and Reclassification of Previously Issued Financial Statements
      and Derivative Liabilities**




On
      August
      21, 2006, the Company filed a Form 8-K (the “August 2006 Form 8-K”) to notify
      investors that it determined that, based on recent interpretations of the
      accounting for warrants under EITF No. 00-19, the fair value of the public
      warrants and the warrants issuable upon the exercise of the unit purchase option
      (the “embedded warrants”) should be reported as a derivative liability rather
      than as equity as had been our practice. The August 2006 Form 8-K disclosed
      that
      the financial statements contained within the Company’s Form
      8-K filed September 6, 2005 (the “September 2005 Form 8-K”) and
      the Form 10-K for the period from inception through March 31, 2006 (the “Form
      10-K”) should no longer be relied upon and stated our intention to amend such
      Form 8-K and the Form 10-K to record the warrants as derivative liabilities
      and
      make additional non-operating gains and losses related to the classification
      of
      and accounting for the public warrants and the embedded warrants.




33




On
      August
      29, 2006, the Company filed Amendment No. 1 to the September 2005 Form
      8-K (the “Prior Amended Form 8-K”) and Amendment No. 1 to the Form 10-K
      (the “Prior Amended Form 10-K”, and together with the Prior Amended Form 8-K,
      collectively, the “Prior Amended Filings”) with restated financial statements
      that classified that the fair value of the public warrants and the embedded
      warrants as derivative liabilities rather than as equity.




After
      the
      Company filed the Prior Amended Filings, as a result of comments received from
      and discussions with the staff of the SEC, the Company determined that the
      interpretation of EITF No. 00-19 would also require the unit purchase option
      to
      be classified as a derivative liability to be adjusted to fair value at each
      balance sheet date. As a result, on September 25, 2006, the Company filed an
      amendment to the August 2006 Form 8-K disclosing (i) the date on which it first
      concluded that the financial statements contained within the September 2005
      Form
      8-K and Form 10-K should no longer be relied upon; (ii) that, on September
      19,
      2006, the Company determined to further restate its financial statements to
      record the unit purchase option issued to the underwriters in our IPO as a
      liability; (iii) that, as a result of such determination, the Company would
      file
      further amendments to the September 2005 8-K and the Form 10-K, which amendments
      would restate the previously restated financial statements included in the
      Prior
      Amended Filings, (iv) that the previously restated financial statements
      contained in the Prior Amended Filings should no longer be relied upon, (v)
      that
      the financial statements contained within the Company’s Forms 10-Q for the
      quarterly periods ended September 30, 2005, December 31, 2005 and June 30,
      2006
      (the “Forms 10-Q”) should no longer be relied upon; and (vi) that the Company
      would amend the Forms 10-Q to restate the financial statements contained
      therein.




**Note
      D—Public Offering**




On
      August 31, 2005, the Company consummated an initial public offering of
      9,000,000 units (“Units”). Each Unit consists of one share of the Company’s
      common stock, $.0001 par value, and two warrants (“Warrants”). Each Warrant
      entitles the holder to purchase from the Company one share of common stock
      at an
      exercise price of $5.00. Each warrant is exercisable on the later of
      (a) the completion of a Business Combination or (b) August 25,
      2006 and expires on August 25, 2010. The Warrants are redeemable at a price
      of $.01 per Warrant upon 30 days notice after the Warrants become
      exercisable, only in the event that the last sale price of the common stock
      is
      at least $8.50 per share for any 20 trading days within a 30 trading day period
      ending on the third day prior to the date on which notice of redemption is
      given.





In
      connection with the Offering, the Company paid the underwriters an underwriting
      discount of 4% of the gross proceeds of the Offering. In addition, the Company
      agreed to pay the underwriters additional underwriting fees and expenses of
      $1,620,000 upon the consummation of the initial business combination. The
      Company expects that such additional fees and expenses will be paid out of
      the
      proceeds in the trust account. Of such additional fees and expenses $1,080,000
      constitute additional underwriting fees and $540,000 constitutes an additional
      non-accountable expense allowance.





The
      Company also sold to the representative of the underwriters for a purchase
      price
      of $100 an option to purchase up to a total of 450,000 units at a price of
      $7.50
      per unit (the “unit purchase option”). The units issuable upon the exercise of
      the unit purchase option are identical to those offered in the prospectus,
      except that the exercise price of the warrants underlying the unit purchase
      option is $6.65. The unit purchase option is exercisable commencing on the
      later
      of the consummation of a business combination and one year from the date of
      the
      prospectus and expiring five years from the date of the prospectus and may
      be
      exercised on a cashless basis. The unit purchase option may not be sold,
      transferred, assigned, pledged or hypothecated for a one-year period following
      the date of the prospectus. However, the unit purchase option may be transferred
      to any underwriter and selected dealer participating in the offering and their
      bona fide officers or partners.





The
      holders of the unit purchase option have demand and piggy-back registration
      rights under the Securities Act for periods of five and seven years,
      respectively, from the date of the prospectus with respect to registration
      of
      the securities directly and indirectly issuable upon exercise of the option.
      The
      exercise price and number of units issuable upon exercise of the unit purchase
      option may be adjusted in certain circumstances, including in the event of
      a
      stock dividend, recapitalization, reorganization, merger or consolidation.
      However, the unit purchase option will not be adjusted for issuances at a price
      below its exercise price.




34




As
      part
      of the Offering, the Company and the managing underwriters agreed that, within
      the first 45 calendar days after separate trading of the warrants commenced,
      the
      managing underwriters or certain of their principals, affiliates or designees
      would place bids for and, if their bids were accepted, spend up to $400,000
      to
      purchase warrants in the public marketplace at prices not to exceed $.70 per
      warrant. The managing underwriters agreed that any warrants purchased by them
      or
      their affiliates or designees would not be sold or transferred until completion
      of a Business Combination by the Company. Additionally, the chief executive
      officer and the president agreed with the representative of the underwriters,
      that within the first 45 calendar days after separate trading of the warrants
      commenced, they or certain of their affiliates or designees would collectively
      place bids for, and if their bids were accepted, spend up to $1,600,000 to
      purchase warrants in the public marketplace at prices not to exceed $.70 per
      warrant. The chief executive officer and president further agreed that any
      warrants purchased by them or their affiliates or designees will not be sold
      or
      transferred until completion of a Business Combination. The units separated
      on
      October 10, 2005 and, within the time specified, management purchased 3,794,400
      warrants at an average price of $0.4216, and the underwriter purchased 948,000
      warrants at an average price of $0.4216.





**Note
      E—Notes Payable to Stockholders**




The
      Company issued an aggregate of $150,000 in promissory notes to Messrs. Balter
      and Slasky in April 2005. The notes bear interest at a rate of 4% per year.
      The
      notes were paid upon consummation of the Offering from the net proceeds of
      the
      Offering.




On
      January 29, 2007, the Company entered into notes with Messrs. Balter and Slasky
      pursuant to which Messrs. Balter and Slasky may loan such amounts as are
      necessary to fund the obligations incurred by the Company in connection with
      its
      business. The
      loans
      bear no interest and are payable on demand or upon consummation of a business
      combination. The Company has agreed to reimburse Messrs. Balter and Slasky
      for
      any tax liabilities they may incur as a result of any imputed interest income
      related to the notes. As
      of March 31, 2007, Messrs. Balter and Slasky had loaned an aggregate of $200,000
      to the Company. From April 1, 2007 through May 23, 2007, Messrs. Balter and
      Slasky loaned an additional $700,000 in the aggregate to the
      Company.




**Note
      F—Related Party Transaction**




Following
      the consummation of its initial public offering, the Company cancelled its
      office agreement with Innovation Interactive, LLC, a company where certain
      of
      the Initial Stockholders served in executive capacities, under which the Company
      agreed to pay an administrative fee of $7,500 per month for office space and
      general and administrative services. Following cancellation of that arrangement,
      the Company relocated its offices under an informal agreement with an unrelated
      third party whereby the Company has agreed to pay a base rent of $2,058 per
      month, on a month-to-month basis, in exchange for office space and certain
      administrative services.




**Note
      G—Common Stock Reserved for Issuance**




At
      March
      31, 2007, 18,900,000 shares of stock were reserved for issuance upon exercise
      of
      redeemable warrants.




**Note
      H—Quarterly Financial Data**




The
      following table sets forth the Company’s unaudited quarterly statements of
      operations for each of the seven most recent quarters in the year ended March
      31, 2007. The Company has prepared the unaudited information on the same basis
      as its audited financial statements. This table includes all adjustments,
      consisting only of normal recurring adjustments, that the Company considers
      necessary for a fair presentation of its financial position and operating
      results for the quarters presented. Operating results for any quarter are not
      necessarily indicative of results for the full fiscal year or any other future
      period.




35




**September
                30, 2005 (As Restated)**
            
            **December
                31, 2005 (As Restated**
            
            **March
                31, 2006 (As Restated)**
            
            **June
                30, 2006 (As Restated)**
            
            **September
                30, 2006**
            
            **December
                31, 2006**
            
            **March
                31, 2007****Statements
                of operations data:**Operating
                costs
            
            $
            (22,499
            )
            $
            (71,182
            )
            $
            (121,412
            )
            $
            (101,567
            )
            $
            (166,126
            )
            $
            (120,469
            )
            
            (1,032,481
            )Loss
                from operations
            
            
            (22,499
            )
            
            (71,182
            )
            
            (121,412
            )
            
            (101,567
            )
            
            (166,126
            )
            
            (120,469
            )
            
            (1,032,481
            )Income
                (loss) from derivative liabilities
            
            
            604,499
            
            
            (431,280
            )
            
            (4,835,782
            )
            
            4,776,433
            
            
            701,714
            
            
            3,255,749
            
            
            (3,275,660
            )Other
                income—interest
            
            
            31,547
            
            
            405,275
            
            
            332,453
            
            
            392,541
            
            
            399,034
            
            
            412,858
            
            
            397,072Income
                (loss) before provision for income taxes
            
            
            613,547
            
            
            (97,187
            )
            
            (4,624,741
            )
            
            5,067,407
            
            
            934,622
            
            
            3,548,138
            
            
            (3,911,069
            )Provision
                for income taxes
            
            
            --
            
            
            --
            
            
            (116,000
            )
            
            (64,000
            )
            
            (65,000
            )
            
            (100,255
            )
            
            (32,088
            )Net
                income (loss)
            
            $
            613,547
            
            $
            (97,187
            )
            $
            (4,740,741
            )
            $
            5,003,407
            
            $
            869,622
            
            $
            3,447,883
            
            
            (3,943,157
            )Weighted
                average number of shares outstanding—basic
            
            
            5,282,606
            
            
            11,249,997
            
            
            11,249,997
            
            
            11,249,997
            
            
            11,249,997
            
            
            11,249,997
            
            
            11,249,997Net
                income (loss) per share—basic
            
            $
            0.12
            
            $
            (0.01
            )
            $
            (0.42
            )
            $
            0.44
            
            $
            0.08
            
            $
            0.31
            
            $
            (.35
            )Weighted
                average number of shares outstanding—diluted
            
            
            5,282,606
            
            
            11,249,997
            
            
            13,024,035
            
            
            12,9354,798
            
            
            12,916,059
            
            
            13,024,035
            
            
            11,249,997Net
                income (loss) per share—diluted
            
            $
            (0.12
            )
            $
            (0.01
            )
            $
            (0.005
            )
            $
            0.04
            
            $
            0.03
            
            $
            0.03
            
            $
            (0.35
            )







**Note
      I—Proposed Business Combination**




On
      March
      13, 2007, the Company and 180 Connect, Inc. (“180 Connect”) entered into an
      agreement whereby the Company will, subject to shareholder approval, directly
      and indirectly acquire all of 180 Connect’s outstanding shares. In addition, as
      part of the proposed business combination, all outstanding options to purchase
      180 Connect common shares will be exchanged for options to purchase Ad.Venture
      common stock. Ad.Venture will also assume all of 180 Connect’s obligations
      pursuant to 180 Connect’s outstanding warrants, stock appreciation rights and
      convertible debentures. If the proposed business combination is completed,
      180
      Connect will become an indirect subsidiary of the Company and the Company will
      change its name to “180 Connect Inc.” Approximately 17.2 million shares of the
      Company’s common stock and/or exchangeable shares, representing approximately
      63.7% of the combined company’s voting interests, would be issued to 180 Connect
      shareholders in connection with the arrangement.





The
      proposed business combination will be accounted for under the reverse
      acquisition application of the equity recapitalization method of accounting
      in
      accordance with U.S. GAAP for accounting and financial reporting purposes.
      Under
      this method of accounting, the Company will be treated as the “acquired” company
      for financial reporting purposes. In accordance with guidance applicable to
      these circumstances, the transaction will be considered to be a capital
      transaction in substance. Accordingly, for accounting purposes, the transaction
      will be treated as the equivalent of 180 Connect issuing stock for the net
      monetary assets of the Company, accompanied by a recapitalization. The net
      monetary assets of the Company will be stated at their fair value, essentially
      equivalent to historical costs, with no goodwill or other intangible assets
      recorded. The accumulated deficit of 180 Connect will be carried forward after
      the arrangement. Operations to be reported on for periods prior to the merger
      will be those of 180 Connect. Upon the completion of the proposed business
      combination, the Company expects to change its fiscal year end to December
      31 in
      order to conform to 180 Connect’s fiscal year end.




36




**Item
      9.**  ***Changes
      in and Disagreements with Accountants on Accounting and Financial
      Disclosures***




Not
      applicable.




**Item
      9A.**  ***Controls
      and Procedures***




**Evaluation
      of Disclosure Controls and Procedures**




Rule 13a-15(e)
      under the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
      defines the term “disclosure controls and procedures” as those controls and
      procedures designed to ensure that information required to be disclosed by
      a
      company in the reports that it files or submits under the Exchange Act is
      recorded, processed, summarized and reported within the time periods specified
      in the SEC’s rules and forms and that such information is accumulated and
      communicated to the company’s management , including its principal executive and
      principal financial officers, or persons performing similar functions, as
      appropriate to allow timely decisions regarding required
      disclosure.




As
      of the
      end of the period covered by this annual report on Form 10-K, our chief
      executive officer and chief financial officer conducted an evaluation of our
      disclosure controls and procedures. Based upon this evaluation, our chief
      executive officer and chief financial officer concluded that our disclosure
      controls and procedures are effective as of such date. Management has concluded
      that the financial statements included in this annual report on Form 10-K
      present fairly, in all material respects, our financial position and results
      of
      operation and cash flows for the periods presented in conformity with generally
      accepted accounting principles.




**Management’s
      Report on Internal Control Over Financial Reporting**




Management
      of the Company is responsible for establishing and maintaining adequate internal
      control over financial reporting (as defined in Rules 13a-15(f) and
      15d-15(f) under the Exchange Act). The Company’s internal control over financial
      reporting is a process designed to provide reasonable assurance regarding the
      reliability of financial reporting and the preparation of financial statements
      for external purposes in accordance with generally accepted accounting
      principles. Internal control over financial reporting includes those policies
      and procedures that (i) pertain to the maintenance of records that, in
      reasonable detail, accurately and fairly reflect the transactions and
      dispositions of the assets of the Company; (ii) provide reasonable
      assurance that transactions are recorded as necessary to permit preparation
      of
      financial statements in accordance with generally accepted accounting
      principles, and that receipts and expenditures of the Company are being made
      only in accordance with authorizations of management and directors of the
      Company; and (iii) provide reasonable assurance regarding prevention or
      timely detection of unauthorized acquisition, use or disposition of the
      Company’s assets that could have a material effect on the interim or annual
      consolidated financial statements.





Because
      of its inherent limitations, internal control over financial reporting may
      not
      prevent or detect misstatements. Also, projections of any evaluation of
      effectiveness to future periods are subject to the risk that controls may become
      inadequate because of changes in conditions or that the degree of compliance
      with the policies or procedures may deteriorate.





**Changes
      in Internal Control Over Financial Reporting**




There
      were no changes in our internal control over financial reporting during the
      quarter ended March 31, 2007 that have materially affected, or are
      reasonably likely to materially affect, our internal control over financial
      reporting.




**Item
      9B.**  ***Other
      Information***




None.




37




**PART
      III**




**Item
      10.**  ***Directors
      and Executive Officers of the Registrant***




Certain
      information required by this item will be contained under the caption “Other
      Information Related to Ad.Venture—Committees of the Board,” “—Section 16(a)
      Beneficial Ownership Reporting Compliance” and —Code of Ethics” in our
      definitive proxy statement with respect to our special meeting in lieu of 2007
      annual meeting of stockholders to be filed with the SEC within 120 days
      after the end of our fiscal year ended March 31, 2007 (the “Proxy
      Statement”) and is hereby incorporated by reference herein. Certain other
      information required by this item can be found in Item 1 of this annual report
      on Form 10-K under the caption “Directors and Executive Officers” and is
      incorporated by reference herein.




**Item
      11.**  ***Executive
      Compensation***




Information
      required by this item will be contained in the Proxy Statement under the caption
      “Other Information Related to Ad.Venture—Executive Officer and Director
      Compensation” and is incorporated by reference herein.




**Item
      12.**  ***Security
      Ownership of Certain Beneficial Owners and Management and Related Stockholder
      Matters***




Information
      required by this item will be contained in the Proxy Statement under the caption
      “Security Ownership of Certain Beneficial Owners and Management” and is hereby
      incorporated by reference herein.




**Item
      13.**  ***Certain
      Relationships and Related Transactions, and Director
      Independence***




Information
      required by this item will be contained in the Proxy Statement under the
      captions “Certain Relationships and Related Party Transactions” and “Other
      Information Related to Ad.Venture” and is hereby incorporated by reference
      herein.




**Director
      Independence**




Although
      we are listed on the OTC Bulletin Board, we have elected to adopt the
      independence standards applicable to companies listed on The Nasdaq Stock
      Market. Under Nasdaq’s listing standards, a majority of the members of a listed
      company’s board of directors must qualify as “independent,” as affirmatively
      determined by the board of directors. After review of all relevant transactions
      or relationships between each director, or any of his or her family members,
      and
      us, our senior management and our independent auditors, the Board has
      affirmatively determined that two of our directors, Mr. Askowitz and Dr. Kalish,
      are independent within the meaning of Nasdaq listing standards.




**Item
      14.**  ***Principal
      Accountant Fees and Services***




Information
      required by this item will be contained in the Proxy Statement under the caption
      “Principal Accountant Fees and Services” and is hereby incorporated by reference
      herein.




**PART
      IV**




**Item
      15.**  ***Exhibit
      and, Financial Statement Schedules***




**1.**  **Financial
      Statements:**




**Page**Index
                to Financial Statements
            
            
            24Report
                of Independent Registered Public Accounting Firm
            
            
            25Balance
                Sheets at March 31, 2007 and March 31, 2006
            
            
            26Statements
                of Operations for the fiscal year ended March 31, 2007 and for the
                period
                from April 7, 2005 (inception) through March 31, 2006
            
            
            27Statements
                of Stockholders’ Equity for the fiscal year ended March 31, 2007 and for
                the period from April 7, 2005 (inception) through March 31,
                2006
            
            
            28Statements
                of Cash Flows for the fiscal year ended March 31, 2007 and for the
                period
                from April 7, 2005 (inception) through March 31, 2006
            
            
            29Notes
                to Financial Statements
            
            
            30




38




**2.**  **Financial
      Statement Schedule(s):**




No
      financial statement schedules are filed herewith because (i) such schedules
      are
      not required or (ii) the information required has been presented in the
      aforementioned financial statements.




**3.**  **Exhibits:**




**Exhibit
                No.**
            
            **Description**2.1
            
            Arrangement
                Agreement (1)2.2
            
            Plan
                of Arrangement (1)2.3
            
            Support
                Agreement (1)2.4
            
            Voting
                and Exchange Trust Agreement (1)3.1
            
            Amended
                and Restated Certificate of Incorporation (2)3.2
            
            By-laws
                (2)4.1
            
            Specimen
                Unit Certificate (2)4.2
            
            Specimen
                Common Stock Certificate (2)4.3
            
            Specimen
                Warrant Certificate (2)4.4
            
            Warrant
                Agreement between Continental Stock Transfer & Trust Company and the
                Registrant (2)4.5
            
            Purchase
                Option granted to Wedbush Morgan Securities Inc. (2)4.6
            
            Purchase
                Option granted to Maxim Partners LLC. (2)9.1
            
            Form
                of Voting Agreement entered into between the Registrant and each
                of
                Messrs. Giacalone, Hallmen, McCarthy, Osing, Roszak and Simunovic.
                (1)9.2
            
            Form
                of Voting Agreement entered into between 180 Connect Inc. and each
                of
                Howard S. Balter, Ilan M. Slasky, Lawrence J. Askowitz and Dr. Shlomo
                Kalish. (1)10.1
            
            Letter
                Agreement between the Registrant and Howard S. Balter
                (2)10.2
            
            Letter
                Agreement between the Registrant and Ilan M. Slasky (2)10.3
            
            Letter
                Agreement between Wedbush Morgan Securities Inc. and Howard S. Balter
                (2)10.4
            
            Letter
                Agreement between Wedbush Morgan Securities Inc. and Ilan M. Slasky
                (2)10.5
            
            Investment
                Management Trust Agreement between Continental Stock Transfer & Trust
                Company and the Registrant (2)




39




**Exhibit
                No.**
            
            **Description**10.6
            
            Registration
                Rights Agreement among the Registrant and each of the Initial Stockholders
                (2)10.7
            
            Warrant
                Purchase Agreement among Wedbush Morgan Securities Inc. and each
                of Howard
                S. Balter and Ilan M. Slasky (2)10.8
            
            Form
                of Note issued by the Registrant to each of Howard S. Balter and
                Ilan M.
                Slasky. (3)10.9
            
            Form
                of Affiliate Agreement entered into between 180 Connect Inc. and
                each of
                Peter Giacalone, David Hallmen, M. Brian McCarthy, Byron Osing, Matthew
                Roszak and Anton Simunovic. (1)10.10
            
            Form
                of Amended and Restated Registration Rights Agreement to be entered
                into
                among the Registrant and each of Peter Giacalone, David Hallmen,
                M. Brian
                McCarthy, Byron Osing, Matthew Roszak and Anton Simunovic.
                (1)21.1
            
            List
                of subsidiaries31
                .1
            
            Certification
                  required by Rule 13a-14(a) or Rule 15d-14(a)31
                .2
            
            Certification
                  required by Rule 13a-14(a) or Rule 15d-14(a)32
              .1
            
            Certification
              by the Chief Executive Officer and the Chief Financial Officer of the
              Registrant, as required by Rule 13a-14(b) or 15d-14(b) and
              Section 1350 of Chapter 63 of Title 18 of the United States
              Code (18 U.S.C.1350)







(1)  Incorporated
      by reference to Ad.Venture Partners, Inc.’s Current Report on Form 8-K filed
      with the Commission on March 15, 2007.


(2)  Incorporated
      by reference to Ad.Venture Partners, Inc.’s Registration Statement on Form S-1
      (SEC File No. 333-124141).


(3) Incorporated
          by reference to Ad.Venture Partners, Inc.’s Current Report on Form 8-K filed
          with the Commission on January 30, 2007.




40




**SIGNATURES**




Pursuant
      to the requirements of Section 13 or 15(d) Securities Exchange Act of 1934,
      the
      Registrant has duly caused this Report to be signed on its behalf by the
      undersigned, thereunto duly authorized.




Date:
                June 8, 2007
            AD.VENTURE
                PARTNERS, INC.
              
              /s/
                Howard S. Balter**Howard
                S. Balter**
              **Chief
                Executive Officer**




**POWER
      OF ATTORNEY**




**Know
      All Persons by these Presents** ,
      that each person whose signature appears below constitutes and appoints **Howard
      S. Balter**  **and
      Ilan M. Slasky** ,
      and each of them, as his true and lawful attorneys-in-fact and agents, with
      full
      power of substitution and resubstitution, for him and in his name, place and
      stead, in any and all capacities, to sign any and all amendments (including
      post-effective amendments) to this report on Form 10-K, and to file the
      same, with all exhibits thereto, and other documents in connection therewith,
      with the Securities and Exchange Commission, granting unto said
      attorneys-in-fact and agents, full power and authority to do and perform each
      and every act and thing requisite and necessary to be done in connection
      therewith, as fully to all intents and purposes as he might or could do in
      person, hereby ratifying and confirming all that said attorney-in-fact and
      agent, or his substitutes or substitute, may lawfully do or cause to be done
      by
      virtue hereof.




Pursuant
      to the requirements of the Securities Exchange Act of 1934, this report has
      been
      signed below by the following persons on behalf of the registrant and in the
      capacity and on the dates indicated.





Date:
                  June 8, 2007
              /s/
                  Howard
                  S. Balter**Howard
                    S. Balter**
                  **Chairman
                    and Chief Executive Officer (Principal Executive
                    Officer)**
 Date:
                    June 8, 2007
                /s/
                    Ilan
                    M. Slasky**Ilan
                      M. Slasky**
                    **President,
                      Secretary and Director (Principal Financial and Accounting
                      Officer**
 Date:
                      June 8, 2007
                  /s/
                      Lawrence
                      J. Askowitz**Lawrence
                        J. Askowitz**
                      **Director**
 Date:
                          June 8, 2007
                      /s/
                          Dr.
                          Shlomo Kalish**Dr.
                              Shlomo Kalish**
                            **Director**
  41