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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-KSB



|x | ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ------------------------------------------------------------------------------

For the fiscal year ended December 31, 2006



| ̈ | TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------

Commission file number 000-51423

OAKMONT ACQUISITION CORP.

(Name of Small Business Issuer in Its Charter)



|                                                               |  |                                    
|-------------------------------------------------------------- |  | -----------------------------------
|Delaware                                                       |  | 20-2679740                         
|(State or Other Jurisdiction of Incorporation or Organization) |  | (I.R.S. EmployerIdentification No.)

33 Bloomfield Hills Parkway, Suite 240

Bloomfield Hills, MI 48304

(Address
of Principal Executive Office)

(248) 594-0693

(Issuers Telephone Number, Including Area Code)

Securities registered under
Section 12(b) of the Exchange Act: None

Securities registered under Section 12(g) of the Exchange Act:

Units consisting of one share of Common Stock,

par value $.0001 per share, and two Warrants

Common Stock, par value $.0001 per share

Warrants to purchase shares of Common Stock

(Title of Class)

Check whether issuer is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act. ̈

Check whether the issuer: (1) filed all
reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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. (1) Yes  x    No ̈(2) Yes  x    No ̈

Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-B contained in this form, and no disclosure will 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-KSB or any amendment to this Form 10-KSB. ̈

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

State issuers revenues for its most recent fiscal year: None

The aggregate market value of voting and non-voting common equity held by non-affiliates of registrant based upon the average bid and asked sale price on March 2, 2007: $47,763,675.

The number of shares outstanding of each of the issuers classes of common equity, as of March 2, 2007: 10,575,166.

DOCUMENTS INCORPORATED BY REFERENCE

None.

Transitional Small Business Disclosure Format (Check one):    Yes ̈No  x



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CAUTIONARY STATEMENT FOR FORWARD-LOOKING STATEMENTS

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

PART I

Item 1. Description of Business.

Overview

We are a blank check company formed to serve as a vehicle for the acquisition of an operating business. We were incorporated in
Delaware on April 15, 2005. Our initial stockholders purchased 2,000,000 common shares, $.0001 par value for $25,000 on April 15, 2005. The registration statement for our initial public offering, which we refer to as the Offering, for
8,000,000 Units, which we refer to as the Units, was declared effective July 12, 2005. We consummated the Offering on July 18, 2005 and, on July 26, 2005, the underwriter exercised its over-allotment option for 575,166 Units, with the
Company receiving aggregate net proceeds of approximately $47,361,000. Each of our Units consists of one share of our common stock, $.0001 par value per share, and two Redeemable Common Stock Purchase Warrants, which we refer to as the Warrants.
Each Warrant entitles the holder to purchase from us one share of common stock at an exercise price of $5.00 commencing the later of a business combination or one year from the effective date of the Offering and expiring four years from the date of
the Offering. Through December 31, 2006, we have used approximately $1,320,500 of the net proceeds that were not deposited into the trust fund to pay general and administrative, accounting, legal and related expenses. The net proceeds in the
trust fund remain on deposit in the trust fund earning interest. As of December 31, 2006, there was $48,880,325 held in the trust fund.

Recent
Developments

On February 8, 2007, Oakmont Acquisition Corp. (the Company) entered into an Agreement and Plan of Merger
(the Merger Agreement) with Oakmont Kansas, Inc. a newly-formed wholly-owned Kansas subsidiary of the company (Oakmont Kansas), Brooke Credit Corporation (Brooke Credit) and Brooke Corporation
(Brooke).

Pursuant to the Merger Agreement, the Company will first reincorporate in Kansas by merging with and into Oakmont
Kansas, with Oakmont Kansas surviving, and then Brooke Credit will merge with and into Oakmont Kansas (the Merger), with Oakmont Kansas surviving under the name Brooke Credit Corporation. At closing, Brooke and the other
equity holders of Brooke Credit will receive merger consideration of approximately 17.5 million shares of Oakmont common stock with a current value of approximately $97.5 million (based upon the $5.57 closing price of Oakmonts common
stock on the OTC Bulletin Board on February 28, 2007). Brooke and the other equity holders of Brooke Credit will receive an additional 4.0 million shares of Oakmont common stock should Brooke Credit achieve adjusted earnings (as defined in
the Merger Agreement) of $15.0 million in 2007, and an additional 1.0 million shares should Brooke Credit achieve adjusted earnings of $19.0 million based on the same computation in 2008. The contingent consideration has a current value of
approximately $27.9 million (based upon the $5.57 closing price of Oakmonts common stock on the OTC Bulletin Board on February 28, 2007).

The transaction has been approved by the boards of Oakmont, Oakmont Kansas, Brooke and Brooke Credit, but is subject to customary closing conditions including the approval of Oakmonts stockholders. In addition,
the closing is conditioned on the holders of fewer than 20% of the shares of common stock of Oakmont issued in its initial



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public offering voting against the transaction and electing to convert those shares into cash, as permitted by Oakmonts certificate of incorporation.

For a more complete discussion of Brooke Credit and our proposed business combination with Brooke Credit, including the risks applicable
to the proposed merger, see our Current Report on Form 8-K dated February 8, 2007 and filed with the SEC on the same date, and our Preliminary Proxy Statement of our Special Meeting of Stockholders filed with the SEC on March 13, 2007.

We expect that the merger will be consummated in the second quarter of 2007, after the required approval by our stockholders. However, as
described below, if we do not complete the business combination by July 18, 2007, we will be forced to dissolve and liquidate.

Opportunity for
Stockholder Approval of Business Combination

Prior to the completion of a business combination, we will submit the transaction to our stockholders for
approval, even if the nature of the acquisition is such as would not ordinarily require stockholder approval under applicable state law. In connection with seeking stockholder approval of a business combination, we will furnish our stockholders with
proxy solicitation materials prepared in accordance with the Securities Exchange Act of 1934, which, among other matters, will include a description of the operations of the target business and audited historical financial statements of the
business.

In connection with the vote required for any business combination, all of our initial stockholders have agreed to vote their 2,000,000 shares of
common stock in accordance with the majority of the shares of common stock voted by the public stockholders. This voting arrangement shall not apply to shares included in units purchased in the Offering or purchased following the Offering in the
open market by any of our initial stockholders, Officers and Directors. We will proceed with the business combination only if a majority of the shares of common stock voted by the public stockholders are voted in favor of the business combination
and public stockholders owning less than 20% of the shares sold in the Offering exercise their conversion rights.

Conversion Rights

At the time we seek stockholder approval of any business combination, we will offer each public stockholder the right to have such stockholders shares of common
stock converted to cash if the stockholder votes against the business combination and the business combination is approved and completed. The actual per-share conversion price will be equal to the amount in the trust account, inclusive of any
interest (calculated as of two business days prior to the consummation of the proposed business combination), divided by the number of shares sold in the Offering. Taking into account the interest earned on the trust account through
December 31, 2006, the initial per-share conversion price would be approximately $5.70, or $0.30 less than the per-unit offering price of $6.00. An eligible stockholder may request conversion at any time after the mailing to our stockholders of
the proxy statement and prior to the vote taken with respect to a proposed business combination at a meeting held for that purpose, but the request will not be granted unless the stockholder votes against the business combination and the business
combination is approved and completed. Any request for conversion, once made, may be withdrawn at any time up to the date of the meeting. It is anticipated that the funds to be distributed to stockholders entitled to convert their shares who elect
conversion will be distributed promptly after completion of a business combination. Public stockholders who convert their stock into their share of the trust account still have the right to exercise the warrants that they received as part of the
units. We will not complete any business combination if public stockholders, owning 20% or more of the shares sold in the Offering, exercise their conversion rights.

Liquidation If No Business Combination

If we do not complete the proposed merger with Brooke Corporation within 24
months after the completion of the Offering (July 18, 2007), we are required to take all necessary action to dissolve and liquidate (including calling a special meeting of stockholders for the required stockholder vote), and then distribute to all
of our public stockholders, in proportion to their respective equity interests, an aggregate sum equal to the amount remaining in the trust account, plus any other remaining net assets. Our initial stockholders have waived their rights to
participate in any liquidation



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distribution with respect to shares of common stock owned by them immediately prior to the Offering. There will be no distribution from the trust account
with respect to our warrants, which will expire worthless.

If we were to expend all of the net proceeds of the Offering, other than the proceeds deposited
in the trust account, and without taking into the cost associated with our liquidation, the initial per-share liquidation price would be $5.70, or $0.30 less than the per-unit offering price of $6.00. The proceeds deposited in the trust account
could, however, become subject to the claims of our creditors, which could rank prior to the claims of our public stockholders. We cannot assure you that the actual per-share liquidation price will not be less than $5.70, due to the costs associated
with liquidation as well as the claims of creditors. If we liquidate before the completion of a business combination and distribute the proceeds held in trust to our public stockholders, Robert J. Skandalaris, our Chairman of the Board and Chief
Executive Officer, and Michael C. Azar, our President, will be personally liable under certain circumstances to ensure that the proceeds in the trust account are not reduced by the claims of target businesses, various vendors or other entities that
are owed money by us for services rendered or contracted for or products sold to us. However, we cannot assure you that Messrs. Skandalaris and Azar will be able to satisfy those obligations.

Our public stockholders will be entitled to receive funds from the trust account only in the event of our liquidation upon the failure to consummate a business
combination within the allotted time or if the stockholders seek to convert their respective shares into cash upon a business combination which the stockholder voted against and which is completed by us. In no other circumstances will a stockholder
have any right or interest of any kind to or in the trust account.

Competition

In identifying, evaluating and selecting a target business, we may encounter intense competition from other entities having a business objective similar to ours. Many of these entities are well established and have
extensive experience identifying and effecting business combinations directly or through affiliates. Many of these competitors possess greater technical, human and other resources than us and our financial resources will be relatively limited when
contrasted with those of many of these competitors. While we believe there may be numerous potential target businesses that we could acquire with the net proceeds of the Offering, our ability to compete in acquiring certain sizable target businesses
will be limited by our available financial resources. This inherent competitive limitation gives others an advantage in pursuing the acquisition of a target business. Further:



| |  |  | our obligation to seek stockholder approval of a business combination may delay the completion of a transaction;
| | - |  | ----------------------------------------------------------------------------------------------------------------



| |  |  | our obligation to convert into cash shares of common stock held by our public stockholders in certain instances may reduce the resources available to us for a
business combination; and
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | our outstanding warrants and options, and the future dilution they potentially represent, may not be viewed favorably by certain target businesses.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------

Any of these factors may place us at a competitive disadvantage in successfully negotiating a business combination. Our management
believes, however, that our status as a public entity and potential access to the United States public equity markets may give us a competitive advantage over privately-held entities having a similar business objective as ours in acquiring a target
business with significant growth potential on favorable terms.

If we succeed in effecting a business combination, there will be, in all likelihood,
intense competition from competitors of the target business. We cannot assure you that, subsequent to a business combination, we will have the resources or ability to compete effectively.

Employees

We have seven Directors and three Executive Officers.
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 will vary based on the
availability of suitable target businesses to



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investigate. Additionally, we hired an individual to conduct legal and financial due diligence on prospective target businesses.

Risks Associated With Our Business

We are a development stage
company with no operating history and, accordingly, you will not have any basis on which to evaluate our ability to achieve a business objective.

We are a recently incorporated development stage company with no operating results to date. Since we do not have an operating history, you will have no basis upon which to evaluate our ability to achieve our business objective, which is to
acquire an unidentified operating business. We will not generate any revenues (other than interest income on the proceeds of the offering) until, at the earliest, after the consummation of a business combination.

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

Our placing of funds in trust may not protect those funds from third party claims against us. The proceeds held in trust could be subject to claims
which could take priority over the claims of our public stockholders. We cannot assure you that the per-share liquidation price will not be less than the $5.49 per share held in trust as of December 31, 2006 due to potential claims of
creditors. If we liquidate before the completion of a business combination and distribute the proceeds held in trust to our public stockholders, Robert J. Skandalaris, our Chairman of the Board and Chief Executive Officer, and Michael C. Azar, our
President, will be personally liable under certain circumstances to ensure that the proceeds in the trust account are not reduced by the claims of target businesses, various vendors or other entities that are owed money by us for services rendered
or contracted for or products sold to us. However, we cannot assure you that Messrs. Skandalaris and Azar will be able to satisfy those obligations.

We may issue shares of our common stock and preferred stock to complete a business combination, which would reduce the equity interest of our stockholders and likely cause a change in control of our ownership.

Our certificate of incorporation authorizes the issuance of up to 35,000,000 shares of common stock, par value $.0001 per share, and 1,000,000 shares of preferred stock,
par value $.0001 per share. We currently have 5,114,502 further authorized but unissued shares of our common stock available for issuance (after appropriate reservation for the issuance of shares upon full exercise of our outstanding warrants and
options), and all of the 1,000,000 shares of preferred stock are available for issuance. Although we currently have no commitments to issue our securities, we will, in all likelihood, issue a substantial number of additional shares of our common
stock or preferred stock, or a combination of common and preferred stock, to complete a business combination. The issuance of additional shares of our common stock or any number of shares of our preferred stock:



| |  |  | may significantly reduce the equity interest of stockholders;
| | - |  | -------------------------------------------------------------



| |  |  | will likely cause a change in control if a substantial number of our shares of common stock are issued, which may affect, among other things, our ability to use our
net operating loss carry forwards, if any, and most likely also result in the resignation or removal of our present Officers and Directors; and
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| |  |  | may adversely affect prevailing market prices for our common stock.
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Similarly, if we issue debt securities, it could result in:



| |  |  | default and foreclosure on our assets if our operating revenues after a business combination were insufficient to pay our debt obligations;
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| |  |  | acceleration of our obligations to repay the indebtedness even if we have made all principal and interest payments when due if the debt security contains covenants
that require the maintenance of certain financial ratios or reserves and any such covenant is breached without a waiver or renegotiation of that covenant;
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| |  |  | our immediate payment of all principal and accrued interest, if any, if the debt security is payable on demand; and
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| |  |  | our inability to obtain additional financing, if necessary, if the debt security contains covenants restricting our ability to obtain additional financing while
such security is outstanding.
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The ability of our stockholders to exercise their conversion rights may not allow us to effectuate
the most desirable business combination or optimize our capital structure.

At the time we seek stockholder approval of any business combination, we
will offer each public stockholder the right to have such stockholders shares of common stock converted to cash if the stockholder votes against the business combination and the business combination is approved and completed. Accordingly, if a
business combination requires us to use substantially all of our cash to pay the purchase price, because we will not know how many stockholders may exercise such conversion rights, we may either need to reserve part of the trust fund for possible
payment upon such conversion, or we may need to arrange third party financing to help fund the business combination in case a larger percentage of stockholders exercise their conversion rights than we expected. Therefore, we may not be able to
consummate a business combination that requires us to use all of the funds held in the trust account as part of the purchase price, or the business combination may be more highly leveraged than desirable. As a result, we may not be able to
effectuate the most attractive business combination available to us.

Our current Officers and Directors may resign upon consummation of a business
combination and we will have only limited ability to evaluate the management of the target business.

Our ability to successfully effect a business
combination will be totally dependent upon the efforts of our key personnel. The future role of our key personnel in the target business, however, cannot presently be ascertained. Although we expect that Robert J. Skandalaris, and Michael C. Azar,
and perhaps others, would remain with the target business by serving in the capacity of an Officer or Director of such business for a period of 12 to 18 months, or longer, following a business combination, they are not currently obliged to do so.

We will attempt to retain the management of the target business or we will recruit new management team members to join the target business. Although we
intend to closely scrutinize the management of a prospective target business in connection with evaluating the desirability of effecting a business combination, we cannot assure you that our assessment of management will prove to be correct. These
individuals may be unfamiliar with the requirements of operating a public company, as well as the United States securities laws which could cause us to have to expend time and resources helping them become familiar with such laws. This could be
expensive and time-consuming and could lead to various regulatory issues that may adversely affect our operations. Specifically, we may be required to expend significant time and money in documenting and updating the target companys disclosure
controls and procedures and internal control over financial reporting in complying with the requirements of the Sarbanes-Oxley Act of 2002.

Our
Officers and Directors may not have significant experience or knowledge of the industry of the target business.

If we decide to acquire a target
business that operates in a field outside of the realm of experience of our Officers and Directors, we cannot assure you that our Officers and Directors will have gained enough experience or have sufficient knowledge relating to the industry of the
target business to make an appropriate acquisition decision.

All of our Officers and Directors directly or indirectly own shares of our common stock
that will not participate in liquidation distributions and therefore they may have a conflict of interest in determining whether a particular target business is appropriate for a business combination.

All of our Officers and Directors directly or indirectly own stock in our company, but have waived their right to receive distributions upon our liquidation. The shares
and warrants owned by our Directors and Officers will be worthless if we do not consummate a business combination. The personal and financial interests of our Directors and Officers may influence their motivation in identifying and selecting a
target business and completing a business combination timely. Consequently, our Directors and Officers discretion in identifying and selecting a suitable target



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business may result in a conflict of interest when determining whether the terms, conditions and timing of a particular business combination are appropriate
and in our stockholders best interest.

It is probable that we will only be able to complete one business combination, which will cause us to
be dependent solely on a single business and a limited number of products or services.

As of December 31, 2006, we had $48,880,325 on deposit
in a trust fund that we may use to complete a business combination. Our initial business combination must be with a business with a fair market value of at least 80% of our net assets at the time of such acquisition. Although we are permitted to
raise funds privately or through loans that would allow us to acquire a company with a fair market value in an amount greater than 80% of our net assets at the time of such acquisition, we have not entered into or discussed such financing
arrangements with any third party, and there is no assurance that any such financing, if desired, would be available on acceptable terms, if at all. Consequently, it is probable that we will consummate a business combination with a single operating
business. Accordingly, the prospects for our success may be:



| |  |  | solely dependent upon the performance of a single business, or
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| |  |  | dependent upon the development or market acceptance of a single or limited number of products, processes or services.
| | - |  | ---------------------------------------------------------------------------------------------------------------------

In this case, we will not be able to diversify our operations or benefit from the possible spreading of risks or offsetting of losses, unlike other entities which may
have the resources to complete several business combinations in different industries or different areas of a single industry.

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.

We currently
have outstanding warrants to purchase 17,150,332 shares of common stock and an option to purchase 720,000 units. 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 and options 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 and options may make it more difficult to effectuate a business combination or increase the cost of the target business.
Additionally, the sale, or even the possibility of sale, of the shares underlying the warrants and options 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 and options are exercised, our shareholders may experience dilution to their holdings.

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 at any time after the date on which their shares are released
from escrow. If our initial stockholders exercise their registration rights with respect to all of their shares of common stock, then there will be an additional 2,000,000 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. In addition, the existence of these rights may make it more difficult to
effectuate a business combination or increase the cost of the target business, as the stockholders of the target business may be discouraged from entering into a business combination with us or will request a higher price for their securities as a
result of these registration rights and the potential future effect their exercise may have on the trading market for our common stock.

Because of
our limited resources and the significant competition for business combination opportunities, we may not be able to consummate a business combination with growth potential.

We expect to encounter intense competition from other entities having a business objective similar to ours, including venture capital funds, leveraged buyout funds and operating businesses competing for acquisitions.
Many of these



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entities are well established and have extensive experience in identifying and effecting business combinations directly or through affiliates. Many of these
competitors possess greater technical, human and other resources than we do and our financial resources will be relatively limited when contrasted with those of many of these competitors. While we believe that there are numerous potential target
businesses that we could acquire, our ability to compete in acquiring certain sizable target businesses will be limited by our available financial resources. This inherent competitive limitation gives others an advantage in pursuing the acquisition
of certain target businesses. Further, the obligation we have to seek stockholder approval of a business combination may delay the consummation of a transaction, and our obligation to convert into cash the shares of common stock held by public
stockholders in certain instances may reduce the resources available for a business combination. Additionally, our outstanding warrants, and the future dilution they potentially represent, may not be viewed favorably by certain target businesses.
Any of these obligations may place us at a competitive disadvantage in successfully negotiating a business combination.

Our initial stockholders,
including our Officers and Directors, control a substantial interest in us and thus may influence certain actions requiring stockholder vote.

Our
Board of Directors is divided into three classes, each of which will generally serve for a term of two years with only one class of Directors being elected in each year. It is unlikely that there will be an annual meeting of stockholders to elect
new Directors prior to the consummation of a business combination, in which case all of the current Directors will continue in office at least until the consummation of the business combination. If there is an annual meeting, as a consequence of our
staggered Board of Directors, only a minority of the Board of Directors will be considered for election and our initial stockholders, because of their ownership position, will have considerable influence regarding the outcome.
Accordingly, our initial stockholders will continue to exert control at least until the consummation of a business combination. In addition, our initial stockholders and their affiliates and relatives are not prohibited from purchasing shares in the
aftermarket. If they do, we cannot assure you that our initial stockholders will not have considerable influence upon the vote in connection with a business combination.

If we are unable to effect a business combination and are forced to liquidate, our warrants will expire worthless.

If we do not complete a business combination by January 18, 2007, or by July 18, 2007 if certain criteria have been satisfied, we will be dissolved and will distribute to all holders of shares issued in the Offering, in proportion
to the number of shares held by them, an aggregate sum equal to the amount in the trust fund, inclusive of any interest, plus any remaining net assets. In such event, there will be no distribution with respect to our outstanding warrants.
Accordingly, the warrants will expire worthless.

If our initial stockholders exercise their registration rights, it may have an adverse effect on
the market price 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 at any time after the date on which their shares are released from escrow. If our initial stockholders exercise their registration rights with respect to
all of their shares of common stock, then there will be additional shares of common stock eligible for trading in the public market. The presence of these additional shares of common stock eligible for trading in the public market may have an
adverse effect on the market price of our common stock. In addition, the existence of these rights may make it more difficult to effectuate a business combination or increase the cost of the target business, as the stockholders of the target
business may be discouraged from entering into a business combination with us or will request a higher price for their securities as a result of these registration rights and the potential future effect their exercise may have on the trading market
for our common stock.

Our securities are quoted on the OTC Bulletin Board, which limits the liquidity and price of our securities.

Our securities are traded on the OTC Bulletin Board, a NASD-sponsored and operated inter-dealer automated quotation system for equity securities
not included on The Nasdaq Stock 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 Stock Market or a national exchange.



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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.

If we are deemed to be an investment
company under the Investment Company Act of 1940, our activities may be restricted, including:



| |  |  | restrictions on the nature of our investments; and
| | - |  | --------------------------------------------------



| |  |  | restrictions on the issuance of securities,
| | - |  | -------------------------------------------

which
may make it difficult for us to complete a business combination.

In addition, we may have imposed upon us burdensome requirements, including:



| |  |  | registration as an investment company;
| | - |  | --------------------------------------



| |  |  | adoption of a specific form of corporate structure; and
| | - |  | -------------------------------------------------------



| |  |  | reporting, record keeping, voting, proxy and disclosure requirements and other rules and regulations.
| | - |  | -----------------------------------------------------------------------------------------------------

We do not believe that our anticipated principal activities will subject us to the Investment Company Act of 1940. To this end, the proceeds held in trust may be
invested by the trust agent only in government securities within the meaning of Section 2(a)(16) of the Investment Company Act of 1940 that holds itself out as a money market fund selected by the Company meeting the conditions of
paragraphs (c)(2), (c)(3) and (c)(4) of Rule 2a-7 promulgated under the Investment Company Act of 1940. By restricting the investment of the proceeds to these instruments, we intend to meet the requirements for the exemption provided in Rule 3a-1
promulgated under the Investment Company Act of 1940. If we were deemed to be subject to the act, compliance with these additional regulatory burdens would require additional expense that we have not allotted for.

The inability of the sellers of companies we may acquire to fulfill their indemnification obligations to us under our acquisition agreements could increase our
liabilities and adversely affect our results of operations and financial position.

We intend to negotiate as a term in our acquisition agreements
that the respective sellers will agree to retain responsibility for and indemnify us against damages resulting from certain third-party claims or other liabilities. However, there may be instances in which we determine to ultimately enter into an
acquisition agreement without such seller indemnification obligations, such as in purchases of assets out of bankruptcy or purchases of certain hospitality-related assets. The lack of seller indemnification obligations or the failure of any seller
to satisfy its obligations with respect to claims and retained liabilities covered by the acquisition agreements could have an adverse effect on our results of operations and financial position because claimants may successfully assert that we are
liable for those claims and/or retained liabilities. In addition, we expect that certain obligations of the sellers to indemnify us will terminate upon expiration of the applicable indemnification period and will not cover damages in excess of the
applicable coverage limit. The assertion of third-party claims after the expiration of the applicable indemnification period or in excess of the applicable coverage limit, or the failure of any seller to satisfy its indemnification obligations with
respect to breaches of its representations and warranties, could have an adverse effect on our results of operations and financial position.

You
will not be entitled to protections normally afforded to investors of blank check companies.

Since the net proceeds of the initial public offering
are intended to be used to complete a business combination with a target business that has not been identified, we may be deemed to be a blank check company under the United States securities laws. However, since we have net tangible
assets in excess of $5,000,000, we are exempt from rules promulgated by the Securities and Exchange Commission to protect investors of blank check companies such as Rule 419. Accordingly, investors will not be afforded the benefits or protections of
those rules. Because we are not subject to Rule 419, we have a longer period of time to complete a business combination in certain circumstances.



9



---

|Item 2. | Description of Property.
|------- | ------------------------

We maintain our executive offices at 33
Bloomfield Hills Parkway, Suite 240, Bloomfield Hills, Michigan 48304. The cost for this space is included in the $7,500 per-month fee Quantum Value Management, LLC, an affiliate of Messrs. Skandalaris, Azar and Langevin, our Chief Executive
Officer, President and Director respectively, charges us for general and administrative services pursuant to a letter agreement. We believe, based on rents and fees for similar services in the Detroit metropolitan area, that the fee charged by
Quantum Value Management LLC is at least as favorable as we could have obtained from an unaffiliated person. We consider our current office space adequate for our current operations.



|Item 3. | Legal Proceedings.
|------- | ------------------

We are not presently a party to any pending
legal proceeding.



|Item 4. | Submission of Matters to a Vote of Security Holders.
|------- | ----------------------------------------------------

There were no
matters submitted to a vote of security holders during the fourth quarter of our fiscal year ended December 31, 2006.

PART II



|Item 5. | Market for Common Equity and Related Stockholder Matters.
|------- | ---------------------------------------------------------

Our
units, common stock and warrants are each quoted on the OTC Bulletin Board under the symbols OMAC, OMACU, and OMACW, respectively. The following table sets forth the high and low closing bid quotations for the calendar quarter indicated since such
units commenced public trading on July 18, 2005. The over-the-counter market quotations reported below reflect inter-dealer prices, without retail mark-up, mark-down or commissions, and may not represent actual transactions. Our common stock
and warrants commenced public trading on July 18, 2005. Prior to July 18, 2005, there was no established public trading market for our common stock.



|                |  |       |  |              |  |          |  |      |  |      |  |     
|--------------- |  | ----- |  | ------------ |  | -------- |  | ---- |  | ---- |  | ----
|                |  | Units |  | Common Stock |  | Warrants
|                |  | High  |  | Low          |  | High     |  | Low  |  | High |  | Low 
|2007:           |  |       |  |              |  |          |  |      |  |      |  |     
|First Quarter*  |  |       |  |              |  |          |  |      |  |      |  |     
|                |  | 6.45  |  | 6.24         |  | 5.60     |  | 5.47 |  | 0.60 |  | 0.37
|2006:           |  |       |  |              |  |          |  |      |  |      |  |     
|Fourth Quarter  |  | 6.37  |  | 6.19         |  | 5.46     |  | 5.35 |  | 0.47 |  | 0.34
|Third Quarter   |  | 6.35  |  | 6.08         |  | 5.38     |  | 5.27 |  | 0.92 |  | 0.56
|Second Quarter  |  | 7.00  |  | 6.05         |  | 5.55     |  | 5.38 |  | 1.00 |  | 0.71
|First Quarter   |  | 7.15  |  | 6.05         |  | 5.60     |  | 5.23 |  | 1.14 |  | 0.80
|2005:           |  |       |  |              |  |          |  |      |  |      |  |     
|Fourth Quarter  |  | 6.30  |  | 5.93         |  | 5.34     |  | 5.15 |  | 0.83 |  | 0.58
|Third Quarter** |  | 6.25  |  | 5.95         |  | 5.37     |  | 5.20 |  | 0.80 |  | 0.55

---

|* | Through February 23, 2007
|- | -------------------------



|** | From July 18, 2005
|-- | ------------------

The approximate number of holders of record of
our common stock is ten (10).



10



---

We have not paid any cash dividends on the common stock and we do not intend to pay any dividends prior to the
consummation of a business combination.

As of December 31, 2006, we had no compensation plans under which our equity securities were authorized for
issuance.

Recent Sales of Unregistered Securities and Use of Proceeds From Registered Securities

On April 15, 2005, we issued the following shares of common stock without registration under the Securities Act of 1933, as amended:



|                                 |  |                
|-------------------------------- |  | ---------------
|Stockholders                     |  | Numberof Shares
|Robert J. Skandalaris(1) (2) (3) |  | 1,152,453      
|Michael C. Azar(2) (3)           |  | 587,547        
|David J. Langevin                |  | 180,000        
|Frederick L. Hubacker            |  | 20,000         
|Lee M. Canaan                    |  | 20,000         
|Mark T. Behrman                  |  | 20,000         
|Donald J. Spence                 |  | 20,000         



|(1) | On April 18, 2005, Robert
J. Skandalaris contributed 360,000 shares of our common stock to KrisLee & Associates, LLC, a limited liability company whose members include Robert J. Skandalaris and his children. Mr. Skandalaris retained 792,453 shares of our common
stock.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(2) | On April 27, 2005, Robert
J. Skandalaris and Michael C. Azar contributed an aggregate of 340,000 shares of our common stock to QVM Oakmont Services LLC. Robert J. Skandalaris contributed 192,453 shares of common stock to QVM Oakmont Services LLC, and retained 600,000 shares
of common stock. Michael C. Azar contributed 147,547 shares of common stock to QVM Oakmont Services LLC, and retained 440,000 shares of common stock.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(3) | On July 7, 2005, Robert J.
Skandalaris and Michael C. Azar contributed an aggregate amount of 20,000 shares of our common stock to QVM Oakmont Services LLC. Robert J. Skandalaris contributed 15,000 shares of common stock to QVM Oakmont Services LLC, and retained 585,000
shares of common stock. Michael C. Azar contributed 5,000 shares of common stock to QVM Oakmont Services LLC, and retained 435,000 shares of common stock.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Such shares were issued in connection with our organization pursuant to the exemption from registration contained in Section 4(2) of the Securities Act as they were sold to sophisticated, wealthy individuals or
entities. These 2,000,000 shares were issued to the parties set forth above at an average purchase price of approximately $.0125 per share.

On
July 18, 2005, we consummated our initial public offering of 8,000,000 Units, with each Unit consisting of one share of our common stock and warrants to purchase two shares of our common stock at an exercise price of $5.00 per share. The
managing underwriter in the offering was Morgan Joseph & Co., Inc., and Wells Fargo Securities, LLC acted as co-manager. The securities sold in the offering were registered under the Securities Act of 1933 on a registration statement on
Form S-1 (No. 333-124621). The Securities and Exchange Commission declared the registration statement effective on July 12, 2005.

On July 26,
2005, the underwriters exercised their over-allotment option to purchase 575,166 Units at the initial public offering price of $6.00 per share. Including the over-allotment option, the aggregate initial offering proceeds totaled approximately
$51,451,000.

We paid a total of $3,601,570 in underwriting discounts and commissions, and approximately $490,000 has been paid for costs and expenses
related to the offering.

After deducting the underwriting discounts and commissions and the offering expenses, the total net proceeds to us from the
offering were approximately $47,361,000, of which $46,349,426 was deposited into a trust fund and the remaining proceeds are available to be used to provide for business, legal and accounting due diligence on prospective business combinations and
continuing general and administrative expenses. Through December 31, 2006, we have



11



---

used $1,320,500 of the net proceeds that were not deposited into the trust fund to pay general and administrative expenses. The net proceeds deposited into
the trust fund remain on deposit in the trust fund and have earned $2,024,972 in interest through December 31, 2006, excluding deferred interest of $505,927.



|Item 6. | Plan of Operation.
|------- | ------------------

The following discussion should be read in
conjunction with our Financial Statements and related Notes thereto included elsewhere in this report.

We were formed on April 15, 2005 to serve as a
vehicle to effect a merger, capital stock exchange, asset acquisition or other similar business combination with a currently unidentified operating business that we believe has significant growth potential. We intend to utilize the proceeds of our
initial public offering, our capital stock, debt or a combination of cash, capital stock and debt, in effecting a business combination.

We consummated our
initial public offering on July 18, 2005, resulting in total net proceeds of $47,361,000. Net income of $704,491 was reported for the period from April 15, 2005 (inception) through December 31, 2006. Our expenses for this period
consisted of a $60,000 expense for director and officer liability insurance, a $133,257 expense for a monthly administrative services agreement, a $70,664 expense for franchise and state capital stock taxes, a $756,598 expense for professional fees,
a $255,430 expense for income taxes, and $44,532 for other expenses. Interest accrued on the trust fund investments was $2,024,972, excluding $505,927 of deferred interest.

$46,349,426 of the net proceeds of the Offering, plus accrued interest thereon, is held in trust. The remaining proceeds are available to be used to provide for business, legal and accounting due diligence on
prospective acquisitions and continuing general and administrative expenses. We have used substantially all of the net proceeds of our initial public offering to acquire a target business, including identifying and evaluating prospective acquisition
candidates, selecting the target business, and structuring, negotiating and consummating the business combination. To the extent that our capital stock is used in whole or in part as consideration to effect a business combination, the proceeds held
in the trust account as well as any other net proceeds not expended will be used to finance the operations of the target business.

We are obligated,
commencing July 12, 2005, to pay to Quantum Value Management, LLC, an affiliate of Robert J. Skandalaris and Michael C. Azar, a monthly fee of $7,500 for general and administrative services. In addition, on April 15, 2005, Messrs.
Skandalaris and Azar advanced an aggregate of $75,000 to us, on a non-interest bearing basis, for payment on our behalf of offering expenses. This loan was repaid following our initial public offering out of the proceeds of the Offering.

Off-Balance Sheet Arrangements

There were no off-balance sheet
arrangements during the period from April 15, 2005 (inception) through December 31, 2006 that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or
expenses, results of operations, liquidity, capital expenditures, or capital resources that are material to our investors.



12



---

|Item 7. | Financial Statements.
|------- | ---------------------



|                                                                                               |  |               
|---------------------------------------------------------------------------------------------- |  | --------------
|                                                                                               |  | Page Reference
|                                                                                               | 
|The financial statements of the registrant required to be included in Item 7 are listed below: |  |               
|                                                                                               | 
|Reports of Independent Registered Public Accounting Firms                                      |  | 14            
|                                                                                               | 
|Financial Statements:                                                                          |  |               
|                                                                                               | 
|Balance Sheet                                                                                  |  | 16            
|                                                                                               | 
|Statement of Operations                                                                        |  | 17            
|                                                                                               | 
|Statement of Shareholders Equity                                                              |  | 18            
|                                                                                               | 
|Statement of Cash Flow                                                                         |  | 19            
|                                                                                               | 
|Notes to Financial Statements                                                                  |  | 20            



13



---

Report of Independent Registered Public Accounting Firm



To the Board of Directors

Oakmont Acquisition Corp.

We have audited the accompanying balance sheet of Oakmont Acquisition Corp. (a corporation in
the development stage) as of December 31, 2005, and the related statements of operations, stockholders equity and cash flows for the period from April 15, 2005 (inception) to December 31, 2005. 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 audit 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 audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Oakmont Acquisition Corp. as of December 31, 2005, and the results of its operations and its cash flows for
the period from April 15, 2005 (inception) to December 31, 2005 in conformity with United States generally accepted accounting principles.

/s/
Goldstein Golub Kessler LLP

Goldstein Golub Kessler LLP

New
York, New York

March 23, 2006



14



---

Report of Independent Registered Public Accountant

To the Board of Directors

Oakmont Acquisition Corp.

33 Bloomfield Hills Parkway, Suite 240

Bloomfield Hills, MI 48304

We have audited the accompanying consolidated balance sheets of Oakmont Acquisition Corp. as of December 31, 2006 and the related statement of operations,
stockholders equity and cash flows for the year then ended. 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 audits.

We conducted our audit in accordance with the auditing 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 assessment of the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.

In our opinion the financial statements referred to above present fairly, in all material respects, the financial
position of Oakmont Acquisition Corp. as of December 31, 2006 and the results of its operations and its cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America.

As discussed in Note 10 to the financial statements, the Company will be forced to liquidate if a business combination is not completed by July 18, 2007. The financial
statements do not include any adjustments that might be necessary in the event the Company cannot continue in existence.

Respectfully,

|                                                                                    
|------------------------------------------------------------------------------------
|                                                                                    
|/s/ Freedman & Goldberg                                                             
|Freedman & Goldberg Certified Public
Accountants  Farmington Hills, MI March 8, 2007



15



---

OAKMONT ACQUISITION CORP.

(A Corporation in the Development Stage)

CONDENSED BALANCE SHEETS



|                                                                                                 |  |                   |            |                   |   |           
|------------------------------------------------------------------------------------------------ |  | ----------------- | ---------- | ----------------- | - | ----------
|                                                                                                 |  | December 31, 2006 |            | December 31, 2005
|ASSETS                                                                                           |  |                   |            |                   |   |           
|Current assets:                                                                                  |  |                   |            |                   |   |           
|Cash                                                                                             |  | $                 | 61,662     |                   | $ | 894,856   
|Cash held in trust fund (Note 1)                                                                 |  |                   | 48,880,325 |                   |   | 47,081,111
|Deferred Tax Asset                                                                               |  |                   | 170,848    |                   |   | 49,730    
|Prepaid expenses                                                                                 |  |                   | 21,500     |                   |   | 25,959    
|                                                                                                 |  |                   |            |                   |   |           
|Total current assets                                                                             |  | $                 | 49,134,335 |                   | $ | 48,051,656
|                                                                                                 |  |                   |            |                   |   |           
|                                                                                                 |  |                  
|LIABILITIES AND STOCKHOLDERS' EQUITY                                                             |  |                   |            |                   |   |           
|Current liabilities:                                                                             |  |                   |            |                   |   |           
|Accounts payable and accrued expenses                                                            |  | $                 | 386,066    |                   | $ | 12,199    
|Accrued federal taxes                                                                            |  |                   | 133,843    |                   |   | 198,132   
|Accrued franchise taxes                                                                          |  |                   | 18,101     |                   |   | 29,139    
|Deferred trust income                                                                            |  |                   | 505,927    |                   |   | 146,264   
|                                                                                                 |  |                   |            |                   |   |           
|Total current liabilities                                                                        |  |                   | 1,043,937  |                   |   | 385,734   
|                                                                                                 |  |                   |            |                   |   |           
|Common stock, subject to possible conversion, 1,714,176 shares at conversion value (Note 7)      |  |                   | 9,265,250  |                   |   | 9,265,250 
|                                                                                                 |  |                   |            |                   |   |           
|Stockholders' Equity:                                                                            |  |                   |            |                   |   |           
|Preferred stock, $.0001 par value                                                                |  |                   |            |                   |   |           
|Authorized 1,000,000 shares; none issued                                                         |  |                   |           |                   |   |          
|Common stock, $.0001 par value                                                                   |  |                   |            |                   |   |           
|Authorized 35,000,000 shares                                                                     |  |                   |            |                   |   |           
|Issued and outstanding 10,575,166 shares which includes 1,714,176 subject to possible conversion |  |                   | 1,058      |                   |   | 1,058     
|Additional paid-in-capital                                                                       |  |                   | 38,119,599 |                   |   | 38,119,599
|Accumulated earnings during development stage                                                    |  |                   | 704,491    |                   |   | 280,015   
|                                                                                                 |  |                   |            |                   |   |           
|Total stockholders' equity                                                                       |  |                   | 38,825,148 |                   |   | 38,400,672
|                                                                                                 |  |                   |            |                   |   |           
|Total liabilities and stockholders' equity                                                       |  | $                 | 49,134,335 |                   | $ | 48,051,656
|                                                                                                 |  |                   |            |                   |   |           

See notes to financial statements.



16



---

OAKMONT ACQUISITION CORP.

(A Corporation in the Development Stage)

CONDENSED STATEMENT OF OPERATIONS



|                                                        |  |                                                              |           |                                             |   |                                                                  |  |   |          
|------------------------------------------------------- |  | ------------------------------------------------------------ | --------- | ------------------------------------------- | - | ---------------------------------------------------------------- |  | - | ---------
|                                                        |  | Cumulative fromApril 15, 2005(inception) toDecember 31, 2006 |           | For the TwelveMonths EndedDecember 31, 2006 |   | For the periodfrom
April 15,2005 (inception) toDecember 31, 2005
|Income:                                                 |  |                                                              |           |                                             |   |                                                                  |  |   |          
|Interest Income                                         |  | $                                                            | 2,024,972 |                                             | $ | 1,439,551                                                        |  | $ | 585,421  
|                                                        |  |                                                              |           |                                             |   |                                                                  |  |   |          
|                                                        |  |                                                              |          
|Expenses:                                               |  |                                                              |           |                                             |   |                                                                  |  |   |          
|                                                        |  |                                                              |          
|Professional Fees                                       |  |                                                              | 756,598   |                                             |   | 699,192                                                          |  |   | 37,420   
|                                                        |  |                                                              |          
|Franchise and capital taxes                             |  |                                                              | 70,664    |                                             |   | 41,525                                                           |  |   | 29,139   
|                                                        |  |                                                              |          
|Business meals, travel, entertainment                   |  |                                                              | 16,788    |                                             |   | 13,010                                                           |  |   | 1,582    
|                                                        |  |                                                              |          
|Rent and office                                         |  |                                                              | 133,257   |                                             |   | 90,954                                                           |  |   | 42,097   
|                                                        |  |                                                              |          
|Insurance                                               |  |                                                              | 60,000    |                                             |   | 40,000                                                           |  |   | 20,000   
|                                                        |  |                                                              |          
|Other formation and operating costs                     |  |                                                              | 27,744    |                                             |   | 23,366                                                           |  |   | 26,766   
|                                                        |  |                                                              |           |                                             |   |                                                                  |  |   |          
|Total Expenses                                          |  |                                                              | 1,065,051 |                                             |   | 908,047                                                          |  |   | 157,004  
|                                                        |  |                                                              |           |                                             |   |                                                                  |  |   |          
|Income before taxes                                     |  |                                                              | 959,921   |                                             |   | 531,504                                                          |  |   | 428,417  
|                                                        |  |                                                              |          
|Provision for income taxes                              |  |                                                              | 255,430   |                                             |   | 107,028                                                          |  |   | 148,402  
|                                                        |  |                                                              |           |                                             |   |                                                                  |  |   |          
|Net income                                              |  | $                                                            | 704,491   |                                             | $ | 424,476                                                          |  | $ | 280,015  
|                                                        |  |                                                              |           |                                             |   |                                                                  |  |   |          
|Earnings per share - basic and diluted                  |  | $                                                            | 0.08      |                                             | $ | 0.04                                                             |  | $ | 0.04     
|                                                        |  |                                                              |           |                                             |   |                                                                  |  |   |          
|                                                        |  |                                                              |          
|Weighted average shares outstanding - basic and diluted |  |                                                              | 9,278,099 |                                             |   | 10,575,166                                                       |  |   | 7,457,216

See notes to financial statements.



17



---

OAKMONT ACQUISITION CORP.

(A Corporation in the Development Stage)

STATEMENT OF STOCKHOLDERS' EQUITY



|                                                                                                                                                         |        |              |        |                           |       |  |                                                 |            |       |  |   |         |  |   |            |  
|-------------------------------------------------------------------------------------------------------------------------------------------------------- | ------ | ------------ | ------ | ------------------------- | ----- |  | ----------------------------------------------- | ---------- | ----- |  | - | ------- |  | - | ---------- | -
|                                                                                                                                                         |        | Common Stock |        | AdditionalPaid-in-Capital |       |  | Earnings accumulatedduring thedevelopment stage |            | Total | 
|                                                                                                                                                         | Shares |              | Amount |                           |       |  |                                                 |            |       |  |  
|Sale of 2,000,000 shares of common stock to initial stockholders on April 15, 2005 at $0.125 per share                                                   |        | 2,000,000    |        | $                         | 200   |  | $                                               | 24,800     |       |  |   |         |  | $ | 25,000     |  
|                                                                                                                                                         |        |              |        |                           |      
|Sale of 8,000,000 units, net of underwriters' discount and offering expenses (includes 1,599,200 shares subject to possible conversion) on
July 18, 2005 |        | 8,000,000    |        |                           | 800   |  |                                                 | 44,171,458 |       |  |   |         |  |   | 44,172,258 |  
|                                                                                                                                                         |        |              |        |                           |      
|Proceeds subject to possible conversion of 1,599,200 shares                                                                                              |        |              |        |                           |       |  |                                                 | (8,623,686 | )     |  |   |         |  |   | (8,623,686 | )
|                                                                                                                                                         |        |              |        |                           |      
|Proceeds from issuance of option                                                                                                                         |        |              |        |                           |       |  |                                                 | 100        |       |  |   |         |  |   | 100        |  
|                                                                                                                                                         |        |              |        |                           |      
|Sale of 575,166 units, net of underwriters' discount and offering expenses (includes 114,976 shares subject to possible conversion) on
July 26, 2005     |        | 575,166      |        |                           | 58    |  |                                                 | 3,188,491  |       |  |   |         |  |   | 3,188,549  |  
|                                                                                                                                                         |        |              |        |                           |      
|Proceeds subject to possible conversion of 114,976 shares                                                                                                |        |              |        |                           |       |  |                                                 | (641,564   | )     |  |   |         |  |   | (641,564   | )
|                                                                                                                                                         |        |              |        |                           |      
|Net income                                                                                                                                               |        |              |        |                           |       |  |                                                 |            |       |  |   | 280,015 |  |   | 280,015    |  
|                                                                                                                                                         |        |              |        |                           |       |  |                                                 |            |       |  |   |         |  |   |            |  
|Balance, December 31, 2005                                                                                                                               |        | 10,575,166   |        |                           | 1,058 |  |                                                 | 38,119,599 |       |  |   | 280,015 |  |   | 38,400,672 |  
|                                                                                                                                                         |        |              |        |                           |      
|Net income for the period                                                                                                                                |        |              |        |                           |       |  |                                                 |            |       |  |   | 424,476 |  |   | 424,476    |  
|                                                                                                                                                         |        |              |        |                           |       |  |                                                 |            |       |  |   |         |  |   |            |  
|Balance, December 31, 2006                                                                                                                               |        | 10,575,166   |        | $                         | 1,058 |  | $                                               | 38,119,599 |       |  | $ | 704,491 |  | $ | 38,825,148 |  
|                                                                                                                                                         |        |              |        |                           |       |  |                                                 |            |       |  |   |         |  |   |            |  

See notes to financial statements.



18



---

OAKMONT ACQUISITION CORP.

(A Corporation in the Development Stage)

CONDENSED STATEMENT OF CASH FLOWS



|                                                                                            |  |                                                              |             |   |                                             |   |            |                                                                  |  |   |             |  
|------------------------------------------------------------------------------------------- |  | ------------------------------------------------------------ | ----------- | - | ------------------------------------------- | - | ---------- | ---------------------------------------------------------------- |  | - | ----------- | -
|                                                                                            |  | Cumulative fromApril 15, 2005(inception) toDecember 31, 2006 |             |   | For the TwelveMonths EndedDecember 31, 2006 |   |            | For the periodfrom
April 15,2005 (inception) toDecember 31, 2005 | 
|CASH FLOWS FROM OPERATING ACTIVITIES                                                        |  |                                                              |             |   |                                             |   |            |                                                                  |  |   |             |  
|Net Income                                                                                  |  | $                                                            | 704,491     |   |                                             | $ | 424,476    |                                                                  |  | $ | 280,015     |  
|                                                                                            |  |                                                              |            
|Adjustments to reconcile net income to net cash provided by (used in) operating activities: |  |                                                              |             |   |                                             |   |            |                                                                  |  |   |             |  
|Accrued interest on treasury bills held in Trust Fund                                       |  |                                                              | (2,530,899  | ) |                                             |   | (1,799,214 | )                                                                |  |   | (731,685    | )
|                                                                                            |  |                                                              |            
|Increase (Decrease) in capital taxes payable                                                |  |                                                              | 18,101      |   |                                             |   | (11,038    | )                                                                |  |   | 29,139      |  
|                                                                                            |  |                                                              |            
|Increase (Decrease) in income taxes payable                                                 |  |                                                              | 133,843     |   |                                             |   | (64,289    | )                                                                |  |   | 198,132     |  
|                                                                                            |  |                                                              |            
|Increase in deferred interest                                                               |  |                                                              | 505,927     |   |                                             |   | 359,663    |                                                                  |  |   | 146,264     |  
|                                                                                            |  |                                                              |            
|(Increase) in deferred tax                                                                  |  |                                                              | (170,848    | ) |                                             |   | (121,118   | )                                                                |  |   | (49,730     | )
|                                                                                            |  |                                                              |            
|(Increase) Decrease in prepaid expenses                                                     |  |                                                              | (21,500     | ) |                                             |   | 4,459      |                                                                  |  |   | (25,959     | )
|                                                                                            |  |                                                              |            
|Increase in accounts payable and accrued expenses                                           |  |                                                              | 386,066     |   |                                             |   | 373,867    |                                                                  |  |   | 12,199      |  
|                                                                                            |  |                                                              |             |   |                                             |   |            |                                                                  |  |   |             |  
|Net cash used by operating activities                                                       |  |                                                              | (974,819    | ) |                                             |   | (833,194   | )                                                                |  |   | (141,625    | )
|                                                                                            |  |                                                              |             |   |                                             |   |            |                                                                  |  |   |             |  
|CASH FLOWS FROM INVESTING ACTIVITIES                                                        |  |                                                              |             |   |                                             |   |            |                                                                  |  |   |             |  
|                                                                                            |  |                                                              |            
|Cash deposited in Trust Fund                                                                |  |                                                              | (46,349,426 | ) |                                             |   |           |                                                                  |  |   | (46,349,426 | )
|                                                                                            |  |                                                              |             |   |                                             |   |            |                                                                  |  |   |             |  
|                                                                                            |  |                                                              | (46,349,426 | ) |                                             |   |           |                                                                  |  |   | (46,349,426 | )
|CASH FLOWS FROM FINANCING ACTIVITIES                                                        |  |                                                              |             |   |                                             |   |            |                                                                  |  |   |             |  
|                                                                                            |  |                                                              |            
|Gross proceeds from public offering                                                         |  |                                                              | 51,450,996  |   |                                             |   |           |                                                                  |  |   | 51,450,996  |  
|                                                                                            |  |                                                              |            
|Proceeds from notes payable, stockholders                                                   |  |                                                              | 75,000      |   |                                             |   |           |                                                                  |  |   | 75,000      |  
|                                                                                            |  |                                                              |            
|Repayment of notes payable, stockholders                                                    |  |                                                              | (75,000     | ) |                                             |   |           |                                                                  |  |   | (75,000     | )
|                                                                                            |  |                                                              |            
|Proceeds from sale of shares of common stock                                                |  |                                                              | 25,000      |   |                                             |   |           |                                                                  |  |   | 25,000      |  
|                                                                                            |  |                                                              |            
|Proceeds from issuance of option                                                            |  |                                                              | 100         |   |                                             |   |           |                                                                  |  |   | 100         |  
|                                                                                            |  |                                                              |            
|Costs of the public offering                                                                |  |                                                              | (4,090,189  | ) |                                             |   |           |                                                                  |  |   | (4,090,189  | )
|                                                                                            |  |                                                              |             |   |                                             |   |            |                                                                  |  |   |             |  
|Net cash provided by financing activities                                                   |  |                                                              | 47,385,907  |   |                                             |   |           |                                                                  |  |   | 47,385,907  |  
|                                                                                            |  |                                                              |             |   |                                             |   |            |                                                                  |  |   |             |  
|Net increase (decrease) in cash                                                             |  | $                                                            | 61,662      |   |                                             | $ | (833,194   | )                                                                |  | $ | 894,856     |  
|                                                                                            |  |                                                              |            
|Cash at beginning of period                                                                 |  |                                                              |            |   |                                             |   | 894,856    |                                                                  |  |   |            |  
|                                                                                            |  |                                                              |             |   |                                             |   |            |                                                                  |  |   |             |  
|Cash at end of period                                                                       |  | $                                                            | 61,662      |   |                                             | $ | 61,662     |                                                                  |  | $ | 894,856     |  
|                                                                                            |  |                                                              |             |   |                                             |   |            |                                                                  |  |   |             |  

See notes to financial statement



19



---

Oakmont Acquisition Corp.

(a corporation in the development stage)

Notes to Financial Statements



---



|   |  |                                      |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|-- |  | ------------------------------------ |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|1. |  | Organization And Business Operations |  | Oakmont Acquisition Corp. (the Company) was incorporated in Delaware on April 15, 2005 as a blank check company whose objective is to acquire an operating
business.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |  |                                     
|   |  |                                      |  | The registration statement for the Companys initial public offering (Offering) for 8,000,000 Units (Units) was
declared effective July 12, 2005. The Company consummated the offering on July 18, 2005 and, on July 26, 2005, the underwriter exercised its over-allotment option for 575,166 Units, with the Company receiving aggregate net proceeds of
approximately $47,361,000 (Note 3). The Companys management has broad discretion with respect to the specific application of the net proceeds of this Offering, although substantially all of the net proceeds of this Offering are intended to be
generally applied toward consummating a business combination with an operating business (Business Combination). Furthermore, there is no assurance that the Company will be able to successfully effect a Business Combination. An amount of
$46,349,426 of the net proceeds is being held in an interest-bearing trust account (Trust Account) until the earlier of (i) the consummation of a Business Combination or (ii) liquidation of the Company. Under the agreement
governing the Trust Account, funds will only be invested in United States government securities within the meaning of Section 2(a)(16) of the Investment Company Act of 1940 that holds itself out as a money market fund selected by
the Company meeting the conditions of paragraphs (c)(2), (c)(3) and (c)(4) of Rule 2a-7 promulgated under the Investment Company Act of 1940. This amount has been invested in a tax free interest fund which is recorded at market value of $48,880,325
at December 31, 2006, (December 31, 2005; $47,081,111). The placing of funds in the Trust Account may not protect those funds from third party claims against the Company. Although the Company will seek to have all vendors, prospective target
businesses or other entities it engages execute agreements with the Company waiving any right, title, interest or claim of any kind in or to any monies held in the Trust Account, there is no guarantee that they will execute such agreements. Two of
the Companys officers have severally agreed that they will be personally liable to ensure that the proceeds in the Trust Account are not reduced by the claims of target businesses or vendors or other entities that are owed money by the Company
for services rendered or contracted for or products sold to the Company. However, there can be no assurance that these officers will be able to satisfy those obligations. The remaining net proceeds (not held in the Trust Account) may be used for tax
payments and business, legal and accounting due diligence on prospective acquisitions and continuing general and administrative expenses.  The Companys Certificate of Incorporation provides for mandatory liquidation of the Company in the event that the Company does not consummate a Business Combination
within 18 months from the date of the consummation of the Offering (such date was January 18, 2007), or 24 months from the consummation of the Offering if certain extension criteria have been satisfied. (such date is July 18, 2007). The
Company has satisfied the extension criteria (see Note 4). In the event of liquidation, 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 initial
public offering price per share in the Offering (assuming no value is attributed to the Warrants contained in the Units issued in the Offering as discussed in Note 2).



20



---

Oakmont Acquisition Corp.

(a corporation in the development stage)

Notes to Financial Statements



---



|   |  |                                            |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|-- |  | ------------------------------------------ |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|2. |  | Summary of Significant Accounting Policies |  | This summary of significant accounting policies of Oakmont Acquisition Corp. is presented to assist in understanding the Companys financial statements. The financial statements and
notes are representations of the Companys management who is responsible for their integrity and objectivity. These accounting policies conform to generally accepted accounting principles in the United States and have been consistently applied
in the preparation of the financial statements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   |  |                                           
|   |  |                                            |  | 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 certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   |  |                                           
|   |  |                                            |  | Cash and Cash Equivalents  For purposes of the statement of cash flows, the Company considers all short-term securities purchased with maturity dates of three months or less to be cash equivalents.
The Company maintains its cash balances in a bank with balances insured by the FDIC up to $100,000. At December 31, 2006, the Companys balance in its checking account was within the FDIC insurable limit. Funds in the Trust account,
$48,880,325 as at December 31, 2006 ($47,081,111 as at December 31, 2005) are uninsured.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |  |                                           
|   |  |                                            |  | Earnings Per Share  Basic earnings per share is computed by dividing net income by the weighted-average number of shares of common stock outstanding during the period. Diluted earnings per
share reflects the additional dilution for all potentially dilutive securities such as stock warrants and options. The effect of the 17,150,332 outstanding warrants issued in connection with the Offering described in Note 3 has not been considered
in diluted earnings per share since the warrants are contingently exercisable. The effect of the 720,000 Units included in the underwriters purchase option, as described in Note 3, along with the warrants underlying such units, has not been
considered in the diluted earnings per share calculation since the market price of the option was less than the exercise price during the period.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   |  |                                           
|   |  |                                            |  | Income Taxes  The Company accounts for income taxes under the provisions of SFAS No. 109, Accounting for Income Taxes, which requires recognition of deferred tax
assets and liabilities for the expected future tax consequences of events that have been included in the Companys financial statements or tax returns. Under this method, deferred tax assets and liabilities are determined based on the
differences between the financial accounting and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |  |                                           
|   |  |                                            |  | Deferred Tax  Deferred income taxes are provided for the differences between the basis 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 amounts expected to be realized. For income tax purposes, the Company records income and expenses on an accrual basis.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |  |                                           
|   |  |                                            |  | Recently Issued Accounting Pronouncements  In February of 2006, the FASB issued SFAS No. 155, Accounting for Certain Hybrid Financial Instruments, which is intended to simplify the accounting and
improve the financial reporting of certain hybrid financial instruments. (i.e., derivatives embedded in other financial instruments). The statement amends SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities,
and SFAS No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities  a replacement of FASB Statement No. 125. SFAS No. 155 is effective for all financial instruments issued or
acquired after the beginning of an entitys first fiscal year that begins after September 15, 2006. The Company is currently evaluating the impact of SFAS No. 155 will have on its financial statements, if any.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |  |                                           
|   |  |                                            |  | In February 2007, the Financial Accounting Standards Board (FASB) issued Statements of Financial Accounting Standards
(SFAS) No. 159, The Fair Value Option for Financial Assets and Financial Liabilitiesincluding an amendment of FASB Statement No. 115. SFAS No. 159 permits entities to choose to measure eligible items at fair
value at specified election dates and report unrealized gains and losses on items for which the fair value option has been elected in earnings at each subsequent reporting date. SFAS No. 159 is effective for fiscal years beginning after
November 15. 2007. Management is currently evaluating the effect that adoption of this statement will have on the Companys consolidated financial position and results of operations.  In July 2006, the FASB issued FASB Interpretation No. 48, Accounting for Uncertainty in Income
Taxesan Interpretation of FASB Statement No. 109 (FIN 48). FIN 48 clarifies the accounting for uncertainty in income taxes recognized in a companys financial statements in accordance with SFAS 109. Accounting
For Income Taxes. FIN 48 prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. FIN 48 also provides guidance on
derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition.  In September 2006. the FASB issued SFAS No. 157, Fair Value Measurements. This statement clarifies the definition of fair value, establishes a framework for measuring fair value, and expands the
disclosures on fair value measurements. SFAS No. 157 is effective for fiscal years beginning after November 15, 2007. We have not determined the effect, if any, the adoption of this statement will have on our results of operations or
financial position.



21



---

Oakmont Acquisition Corp.

(a corporation in the development stage)

Notes to Financial Statements



---



|   |  |                         |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|-- |  | ----------------------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |  |                        
|3. |  | Initial Public Offering |  | In connection with the Offering and the underwriters exercise of its overallotment option, the Company sold 8,575,166 Units in July 2005. Each Unit consists of one share of the
Companys common stock, $.0001 par value, and two Redeemable Common Stock Purchase Warrants (Warrants). Each Warrant entitles the holder to purchase from the Company one share of common stock at an exercise price of $5.00 commencing
the later of the completion of a Business Combination or one year from the effective date of the Offering and expiring four years from the effective date of the Offering. The Warrants will be 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 7% of the gross proceeds of the Offering.                                                                                                                                                                                                                                                                             
|   |  |                        
|   |  |                         |  | In connection with the Offering, the Company also issued an option to the underwriters, for $100, to purchase up to a total of 720,000 Units. The
Units issuable upon exercise of this option are identical to those offered by the prospectus, except that each of the Warrants underlying this option entitles the holder to purchase one share of our common stock at a price of $5.70. This option is
exercisable at $7.50 per unit commencing on the later of the consummation of a Business Combination and one year from the date of the offering and expiring five years from the date of the offering. In lieu of exercise, the option may be converted
into units (i.e., a cashless exercise) to the extent that the market value of the units at the time of conversion exceeds the exercise price of the option. The option may only be exercised or converted by the option holder.  The sale of the option has been accounted for as an equity transaction. Accordingly, there was no
net impact on the Companys financial position or results of operations, except for the recording of the $100 proceeds from the sale. The Company has determined, based upon a Black-Scholes model that the fair value of the option on the date of
sale was approximately $513,410, using an expected life of four years, volatility of 18.5% and a risk-free interest rate of 3.85%.



22



---

Oakmont Acquisition Corp.

(a corporation in the development stage)

Notes to Financial Statements



---



|   |  |                 |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|-- |  | --------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |  |                
|4. |  | Proposed Merger |  | On February 8, 2007, Oakmont Acquisition Corp. (the Company) entered into an Agreement and Plan of Merger (the Merger
Agreement) with Oakmont Kansas, Inc., Brooke Credit Corporation (BCC) and Brooke Corporation (Brooke). Under the terms of the Merger Agreement, BCC will be merged with and into Oakmont Kansas (the Merger)
following the merger of Oakmont and Oakmont Kansas.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |  |                
|   |  |                 |  | Pursuant to the Merger Agreement, BCC will merge with and into Oakmont Kansas, with the surviving company operating under the name of Brooke
Credit Corporation. At closing, Brooke and the warrant holders of BCC will receive merger consideration of approximately 17.5 million shares of Oakmont Kansas common stock with a current value of approximately $97.5 million (based upon
the $5.57 closing price of the Companys common stock on the OTC Bulletin Board on February 28, 2007). Brooke and the warrant holders of BCC will receive an additional 4.0 million shares of Oakmont Kansas common stock should BCC
achieve adjusted earnings (as defined in the Merger Agreement) of $15.0 million in 2007, and an additional 1.0 million shares should BCC achieve adjusted earnings of $19.0 million based on the same computation in 2008. The contingent
consideration has a current value of approximately $27.9 million (based on the $5.57 closing price of the Companys common stock on the OTC Bulletin Board on February 28, 2007).  The transaction has been approved by the boards of Oakmont, Brooke and BCC, but is subject to
customary closing conditions including the approval of Oakmonts stockholders. In addition, the closing is conditioned on the holders of fewer than 20% of the shares of common stock of Oakmont issued in its initial public offering voting
against the transaction and electing to convert those shares into cash, as permitted by Oakmonts certificate of incorporation. The transaction is scheduled to close during the second quarter of 2007.  All of the Companys stockholders prior to the Offering, including all of the officers and
directors of the Company (Initial Stockholders), have agreed to vote their 2,000,000 founding shares of common stock in accordance with the vote of the majority in interest of all other stockholders of the Company (Public
Stockholders) with respect to any Business Combination. After consummation of a Business Combination, these voting safeguards will no longer be applicable.  For a more complete discussion of Brooke Credit Corporation and the proposed business combination, including the risks that are applicable to the Company with respect to
its acquisition of Brooke Credit Corporation, see the Companys Current Report on Form 8-K dated February 8, 2007 and filed with the SEC on the same date, and the Preliminary Proxy Statement of the Special Meeting of Stockholders to be
filed with the SEC during March 2007.



23



---

Oakmont Acquisition Corp.

(a corporation in the development stage)

Notes to Financial Statements



---



|   |  |                                            |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |  |      |          |   |      |   |          |  
|-- |  | ------------------------------------------ |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ---- | -------- | - | ---- | - | -------- | -
|5. |  | Income Taxes                               |  | Components of the provision for income taxes are as follows:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |  |      |          |   |      |  
|   |  |                                            |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |  |                                            |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |  | 2006 |          |   | 2005 |  
|   |  |                                            |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |  |                                            |  | Current                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |  | $    | (228,146 | ) |      | $ | (198,132 | )
|   |  |                                            |  | Deferred  Federal                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |  |      | 121,118  |   |      |   | 49,730   |  
|   |  |                                            |  |  State                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |  |      |         |   |      |   |         |  
|   |  |                                            |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |  |      |          |   |      |   |          |  
|   |  |                                            |  | Total provision for income taxes                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |  | $    | (107,028 | ) |      | $ | (148,402 | )
|   |  |                                            |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |  |      |          |   |      |   |          |  
|   |  |                                           
|   |  |                                            |  | Differences between taxes calculated using the statutory income tax rate of 34% and the provision for income taxes were as follows:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | 
|   |  |                                            |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |  |                                            |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |  | 2006 |          |   | 2005 |  
|   |  |                                            |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |  |                                            |  | Income Before Income Taxes                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |  | $    | 531,504  |   |      | $ | 428,417  |  
|   |  |                                            |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |  |      |          |   |      |   |          |  
|   |  |                                            |  | Statutory Federal Income Tax                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |  |      | (180,711 | ) |      |   | (145,662 | )
|   |  |                                            |  | Non-Deductible Meal & Entertainment                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |  |      | 1,398    |   |      |   | 373      |  
|   |  |                                            |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |  |      |          |   |      |   |          |  
|   |  |                                            |  | Tax Exempt Interest                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |  |      | 90,882   |   |      |   |         |  
|   |  |                                            |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |  |      |          |   |      |   |          |  
|   |  |                                            |  | Other Book/Tax Differences                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |  |      | (18,597  | ) |      |   | (3,113   | )
|   |  |                                            |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |  |      |          |   |      |   |          |  
|   |  |                                            |  | Total Provision for Income Tax                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |  | $    | (107,028 | ) |      | $ | (148,402 | )
|   |  |                                            |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |  |      |          |   |      |   |          |  
|   |  |                                           
|   |  |                                            |  | The net deferred tax asset (liability) consists of the following:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | 
|   |  |                                            |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |  |                                            |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |  | 2006 |          |   | 2005 |  
|   |  |                                            |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |  |                                            |  | Deferred interest income                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |  | $    | 153,848  |   |      | $ | 49,730   |  
|   |  |                                            |  | Deferred Expenses                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |  |      | 17,000   |   |      |   |         |  
|   |  |                                            |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |  |      |          |   |      |   |          |  
|   |  |                                            |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |  | $    | 170,848  |   |      | $ | 49,730   |  
|   |  |                                            |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |  |      |          |   |      |   |          |  
|   |  |                                           
|   |  |                                            |  | Deferred income tax assets and liabilities are computed annually for differences between the financial statement and tax basis of
assets and liabilities that will result in taxable or deductible amounts in the future based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established
when necessary to reduce deferred tax assets to the amount expected to be realized.  Under FASB 109, a deferred tax assets is to be reduced by a valuation allowance, when based on the weight of available evidence, it is more likely than not that some portion or all the of the deferred tax assets will not be realized. The
opinion indicates that both positive and negative evidence needs to be considered. The Company believes that there is more positive than negative evidence that support the position that it is more likely than not that the deferred tax assets will be
realized and, therefore, no valuation reserves have been established. | 
|   |  |                                           
|6. |  | Commitments and Related Party Transactions |  | The Company utilizes certain limited administrative, technology and secretarial services, as well as certain limited office space provided by an affiliate of four Initial
Stockholders. Such affiliate has agreed that, until the acquisition of a target business by the Company, it will make such services available to the Company, as may be required by the Company from time to time. The Company has agreed to pay such
affiliate $7,500 per month for such services commencing on the effective date of the Offering. The statement of operations for the period from April 15, 2005 to December 31, 2006 includes $133,257 related to this agreement of which $37,500
is included in accounts payable as at December 31, 2006 ($0 as at December 31, 2005).                                                                                                                                                                                                                                                                                         | 
|   |  |                                           
|   |  |                                            |  | Pursuant to letter agreements dated April 15, 2005 with the Company and the Representative, the Initial Stockholders have waived their right to receive distributions with respect to
their founding shares upon the Company's liquidation.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | 



24



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Oakmont Acquisition Corp.

(a corporation in the development stage)

Notes to Financial Statements



---



|    |  |                          |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|--- |  | ------------------------ |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |  |                          |  | Pursuant to an agreement, the Initial Stockholders are entitled to registration rights with respect to their founding shares. The holders of the majority of these shares are entitled to make
up to two demands that the Company register these shares at any time after the date on which these shares of common stock are released from escrow. In addition, the Initial Stockholders have certain "piggy-back" registration rights on registration
statements filed subsequent to the third anniversary of the effective date of the Offering.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    |  |                         
|    |  |                          |  | The Companys Chief Executive Officer, Robert J. Skandalaris, and its President, Michael C. Azar, agreed with the underwriters that within the first forty trading days after separate
trading of the Warrants has commenced, they or certain of their affiliates or designees would collectively purchase up to 1,600,000 Warrants in the public marketplace at prices not to exceed $0.70 per Warrant. They have further agreed that any
warrants purchased by them or their affiliates or designees will not be sold or transferred until after the Company has completed a business combination. The Warrants may trade separately on the 90thday after the offering unless the underwriters determine that an earlier date is acceptable. During October 2005, Mr. Skandalaris and Mr. Azar satisfied their
commitment to purchase up to 1,600,000 Warrants in the public marketplace.                                                                                                                                                                                                                                                                                                                                                                                                
|    |  |                         
|7.  |  | Convertible Stock        |  | With respect to a Business Combination which is approved and consummated, any Public Stockholder who voted against the Business Combination may
demand that the Company convert his or her shares. The per share conversion price will equal the amount in the Trust Account, calculated as of two business days prior to the consummation of the proposed Business Combination, divided by the number of
shares of common stock held by Public Stockholders at the consummation of the Offering. Accordingly, Public Stockholders holding 19.99% of the aggregate number of shares owned by all Public Stockholders may seek conversion of their shares in the
event of a Business Combination. Such Public Stockholders are entitled to receive their per share interest in the Trust Account computed without regard to the shares held by Initial Stockholders.  Accordingly, 19.99% of the net proceeds from the initial offering, $9,265,250 as at
December 31, 2006 and December 31, 2005, respectively has been classified as common stock subject to possible conversion in the accompanying balance sheet and 19.99% of the related interest earned on the Treasury Bills, $505,927 as of
December 31, 2006, (December 31, 2005 $146,264) has been recorded as deferred interest.
|    |  |                         
|8.  |  | Preferred Stock          |  | The Company is authorized to issue 1,000,000 shares of preferred stock with such designations, voting and other rights and preferences as may be determined from time to time by the Board of
Directors.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    |  |                         
|9.  |  | Common Stock             |  | At December 31, 2006, 19,310,332 shares of common stock were reserved for issuance upon exercise of redeemable warrants and underwriters unit purchase option.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    |  |                         
|10. |  | Going Concern            |  | We expect that the Merger Agreement referenced in Note 4 will be consummated in the second quarter of 2007, after the required approval by our stockholders, and the financial statements have
been prepared assuming the Company will continue as a going concern. However, if we do not complete the business combination by July 18, 2007, we will be forced to dissolve and liquidate.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    |  |                         
|11. |  | Supplemental Disclosure  |  | Certain accounts in the prior-year financial statements have been reclassified for comparative purposes to conform with the presentation in the current year financial
statements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    |  |                         
|12. |  | Supplemental Disclosure  |  | The Company exercised its right to terminate the Amended and Restated Purchase Agreement with One Source Equipment Rental, LLC, et al. in a letter dated January 17, 2007. Refer to Form 8-K
filed February 5, 2007 for additional detail.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    |  |                         
|13. |  | Supplemental Disclosures |  | Cash paid for federal income taxes was $292,435 for the year ended December 31, 2006 and -0- for the period April 15, 2005 (inception) to December
31, 2005.  Total interest received was $2,530,899 for the year ended December 31, 2006
and -0- for the period April 15, 2005 (inception) to December 31, 2005.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          



25



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|Item 8. | Changes In and Disagreements with Accountants on Accounting and Financial Disclosure.
|------- | -------------------------------------------------------------------------------------

Not applicable.



|Item 8A. | Controls and Procedures.
|-------- | ------------------------

Under the supervision and with the
participation of our senior management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules
13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, as of the period covered by this annual report (the Evaluation Date). Based on this evaluation, our Chief Executive Officer and Chief Financial Officer
concluded as of the Evaluation Date that our disclosure controls and procedures were effective such that information relating to the Company, including consolidated subsidiaries, required to be disclosed in our Securities and Exchange Commission
reports (i) is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and (ii) is accumulated and communicated to the Companys management, including our Chief Executive Officer and
Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

There has not been any change in our internal control
over financial reporting in connection with the evaluation required by Rule 13a-15(d) under the Exchange Act that occurred during the quarter ended December 31, 2006, that has materially affected, or is reasonably likely to materially affect,
our internal control over financial reporting.

PART III



|Item 9. | Directors, Executive Officers, Promoters and Control Persons; Compliance With Section 16(a) of the Exchange Act.
|------- | ----------------------------------------------------------------------------------------------------------------

Directors and Executive Officers

Our current Directors and Executive
Officers are as follows:



|                      |  |     |  |                                                              
|--------------------- |  | --- |  | -------------------------------------------------------------
|Name                  |  | Age |  | Position                                                     
|Robert J. Skandalaris |  | 54  |  | Chairman & Chief Executive Officer                           
|Michael C. Azar       |  | 43  |  | President, Secretary, Principal Accounting Officer & Director
|David J. Langevin     |  | 56  |  | Director                                                     
|Frederick L. Hubacker |  | 62  |  | Director                                                     
|Andrew M. Rooke       |  | 49  |  | Director                                                     
|Mark T. Behrman       |  | 44  |  | Director                                                     
|Donald J. Spence      |  | 53  |  | Director                                                     

Robert J. Skandalaris has been our Chairman of the Board and Chief Executive Officer since our inception.
Mr. Skandalaris is currently a Managing Director and Principal of Quantum Value Management, LLC. Mr. Skandalaris is also the founder and current Chairman of Noble International Ltd., a full-service provider of tailored laser welded blanks
and tubes for the automotive industry. Prior to founding Noble in 1993, Mr. Skandalaris was Vice Chairman and a shareholder of The Oxford Investment Group, Inc., a Michigan-based merchant banking firm, and served as Chairman and Chief Executive
Officer of Acorn Asset Management, a privately held investment advisory firm. Mr. Skandalaris began his career as a Certified Public Accountant with the national accounting firm of Touche Ross & Co. Mr. Skandalaris holds a B.A.
from Michigan State University and a M.S.A. from Eastern Michigan University.

Michael C. Azar has been our President, Secretary and a Director since our
inception. Since April 1, , 2006 he has also been our Principal Accounting Officer. Mr. Azar is currently a Managing Director and Principal of Quantum Value Management, LLC. Mr. Azar has served as Vice President and Secretary for
Noble International, Ltd. since 1996 and as General Counsel up to 2006. He also served as a member of Nobles Board of Directors from December 1996 until



26



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November 1997. Mr. Azar is also an executive officer of Veri-Tek International, Corp., a publicly traded construction and heavy equipment manufacturer.
Prior to joining Noble, Mr. Azar was employed as General Counsel to River Capital, Inc., an investment banking firm. Mr. Azar holds a B.A. from Kalamazoo College and a J.D. from the University of Detroit.

David J. Langevin has been a Director of the Company since our inception. Mr. Langevin is currently the Chairman and Chief Executive Officer of Veri-Tek
International, Corp., and a Managing Director and Principal of Quantum Value Management, LLC. From 1998 to 2000, Mr. Langevin served as Executive Vice PresidentSales for Environmental Systems Products, which focuses on vehicle emissions
and safety testing. From 1993 to 1998, Mr. Langevin was Executive Vice PresidentSales for Terex Corporation, a manufacturer of capital goods and equipment. From 1977 to 1993, Mr. Langevin worked as a partner for KCS Industries, which
provided management services for Terex Corporation, and prior he worked at Ernst & Young. Mr. Langevin is a C.P.A. with a B.S. from Illinois State University and a M.B.A. from DePaul University.

Frederick L. Hubacker has been a Director of the Company since our inception. Mr. Hubacker is currently Executive Director and Interim Manager at Conway,
MacKenzie & Dunleavy (CM&D), a nationally recognized turnaround and crisis management consultant. Mr. Hubacker was formerly a Senior Executive Consultant for Apollo Management L.P., a $10 billion private equity firm, a
position he held since 2002. Mr. Hubacker has served on the Noble International Ltd Board of Directors since 2004. From 2001 to 2002, Mr. Hubacker served as Vice Chairman for Venture Companies Worldwide, a privately held supplier of
automotive interior systems, cockpit modules and front end systems. Mr. Hubacker also served as Chief Executive Officer for New Venture Gear, Inc., an auto supply company, from 1996 to 2000. Prior to joining New Venture Gear, Mr. Hubacker
was the Chief Operating Officer, and later President, for Textron, Inc. from 1993 to 1995. Textron is a global multi-industry company with businesses in the general aviation, aerospace and defense, and industrial and commercial finance markets.
Mr. Hubacker holds a B.A. from Michigan State University and a M.B.A. from Wayne State University.

Andrew M. Rooke, Age 49, has been a Director of
the Company since August 2006 From 2002 through June, 2006, Mr. Rooke was the Chief Financial Officer and Vice President of Finance for GKN Sinter Metals, Inc., a division of GKN plc. From 2000 to 2002, Mr. Rooke was Director and
Controller of GKN Off-Highway and Auto Components Division. From 1997 through 2000, Mr. Rooke served as the Finance Director of Yale Security Group. Mr. Rooke holds a BA in economics from York University in the United Kingdom and is
qualified as a Chartered Accountant and a member of the Institute of Chartered Accountants in England and Wales.

Mark T. Behrman has been a Director of
the Company since our inception. Mr. Behrman is the Chief Executive Officer of J. Giordano Securities Group. Prior to that, Mr. Behrman was co-founder and the Chief Operating Officer of Berko Productions, LLC, an entertainment company that
specializes in the production and acquisition of feature films and television programming for worldwide distribution. Mr. Behrman has served on the Noble International Ltd Board of Directors since 1999. Previously, Mr. Behrman served as a
Managing Director in the U.S. Operations Division of Trade.com Global Markets, Inc., an international financial services firm, and as the Head of Corporate Finance for its predecessor, BlueStone Capital Partners, LP., an investment banking firm.
While employed by Global Markets, Mr. Behrman also held the title of Executive Vice President of Trade.com Online Securities, Inc., a wholly-owned subsidiary of Global Markets, from January 2001 to August 2001. In October 2001, a petition for
voluntary bankruptcy was filed by Trade.com Online Securities, Inc. in the U.S. Bankruptcy Court for the Southern District of New York. Mr. Behrman holds a B.S. /B.A. from The State University of New York at Binghamton and a M.B.A. from Hofstra
University.

Donald J. Spence has been a Director of the Company since our inception. Mr. Spence is currently the President of the Home Health Care
division of Respironics, Inc., a manufacturer of home health care solutions. From 2001 to 2004, Mr. Spence served as President, Chief Executive Officer and previously Executive Vice President at GKNK Sinter Metals and GKN Automotive, divisions
of GKN plc., a worldwide technology engineering company. From 1998 to 2001, Mr. Spence served as Senior Vice President of Global Sales and Marketing for GKNK Sinter Metals. Mr. Spence served as President of Datex-Ohmeda, Inc. from 1997 to
1998. Datex-Ohmeda is a supplier of anesthesia and critical care solutions. From 1988 to 1997, Mr. Spence served in a number of positions with Datex-Ohmeda, including Vice President of Global Marketing. From 1981 to 1988, Mr. Spence served
in a variety of finance and strategic planning positions with such companies as Ford Motor Co., Gelman Science, Inc., Airco Carbon, and BOC Group plc. Mr. Spence holds a B.A. from Michigan State University and a M.A. from Central Michigan
University.



27



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Our Board of Directors has seven Directors and is divided into three classes with only one class of Directors being
elected in each year and each class serving a three-year term. The term of office of the first class of Directors, consisting of Donald J. Spence and Mark T. Behrman, expired at our first annual meeting of stockholders. The term of office of the
second class of Directors, consisting of Frederick L. Hubacker and Andrew M. Rooke, will expire at the second annual meeting. The term of office of the third class of Directors, consisting of Robert J. Skandalaris, Michael C. Azar and David J.
Langevin, will expire at the third annual meeting. These individuals will play a key role in identifying and evaluating prospective acquisition candidates, selecting the target business, and structuring, negotiating and consummating its acquisition.
Collectively, through their positions described above, our Directors have extensive experience acting as managing Directors of private equity funds that invested their funds in, or acquired control of, private companies.

Compliance with Section 16(a) of the Exchange Act

Section 16(a) of the Securities Exchange Act requires our Directors, Executive Officers and persons who are the beneficial owners of more than ten percent of our common stock (collectively, the Reporting Persons) to file
reports of ownership and changes in ownership with the Securities and Exchange Commission and to furnish us with copies of these reports.

Based solely
upon a review of copies of such forms received, or written representations from certain Reporting Persons, we believe that, during the fiscal year ended December 31, 2006, there were no delinquent reports.



|Item 10. | Executive Compensation.
|-------- | -----------------------

No executive officer has received any cash
compensation for services rendered to us. Commencing July 12, 2005 and ending upon the acquisition of a target business, we will pay Quantum Value Management, LLC, an affiliate of Robert J Skandalaris and Michael C. Azar, a fee of $7,500 per
month for providing us with office space and certain office and secretarial services. However, this arrangement is solely for our benefit and is not intended to provide Messrs. Skandalaris and Azar with compensation in lieu of salary. Other than
this $7,500 per month fee, no compensation of any kind, including finders and consulting fees, will be paid to any of our initial stockholders for services rendered prior to or in connection with a business combination. However, our initial
stockholders will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations.

Since our formation, we have not granted any stock options or stock appreciation rights or any awards under long-term incentive plans.



|Item 11. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
|-------- | -----------------------------------------------------------------------------------------------

The following table sets forth information regarding the beneficial ownership of our common stock as of March 30, 2006 by:



| |  |  | each person known by us to be the owner of more than 5% of our outstanding shares of common stock;
| | - |  | --------------------------------------------------------------------------------------------------



| |  |  | each of our executive Officers and Directors; and
| | - |  | -------------------------------------------------



| |  |  | all our executive Officers and Directors as a group.
| | - |  | ----------------------------------------------------

Unless otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all shares of common stock beneficially owned by them. As of March 30, 2006, 10,575,166 shares of our
common stock were issued and outstanding.



28



---

|               |  |                                                 |  |                                         |   |  |                                                    |  
|-------------- |  | ----------------------------------------------- |  | --------------------------------------- | - |  | -------------------------------------------------- | -
|Title of Class |  | Name & Address of Beneficial Owner1             |  | Amount & Nature of Beneficial Ownership |   |  | Approximate Percentage of Outstanding Common
Stock |  
|Common         |  | Robert J. Skandalaris                           |  | 1,152,000                               | 2 |  | 10.9                                               | %
|Common         |  | The Baupost Group, LLC                          |  | 1,009,000                               |   |  | 9.5                                                | %
|Common         |  | Fir Tree, Inc                                   |  | 998,200                                 | 3 |  | 9.4                                                | %
|Common         |  | Azimuth Opportunity, Ltd                        |  | 966,000                                 | 3 |  | 9.1                                                | %
|Common         |  | Michael C. Azar                                 |  | 780,000                                 | 3 |  | 7.4                                                | %
|Common         |  | David J. Langevin                               |  | 180,000                                 | 4 |  | 1.7                                                | %
|Common         |  | Frederick L. Hubacker                           |  | 20,000                                  |   |  | 0.2                                                | %
|Common         |  | Andrew M. Rooke4 5                              |  | 0                                       | 4 |  | 0                                                  |  
|Common         |  | Mark T. Behrman                                 |  | 20,000                                  |   |  | 0.2                                                | %
|Common         |  | Donald J. Spence                                |  | 20,000                                  |   |  | 0.2                                                | %
|Common         |  | All Directors and Executive Officers as a Group |  | 2,000,000                               |   |  | 18.9                                               | %



|1 | Unless otherwise indicated, the
business address of each of the individuals is 33 Bloomfield Hills Parkway Suite 240, Bloomfield Hills, MI 48304.
|- | -------------------------------------------------------------------------------------------------------------------------------------------------



|2 | Includes 360,000 shares of
common stock held by KrisLee & Associates, LLC. Mr. Skandalaris is the managing member of KrisLee & Associates, LLC. Also includes 340,000 shares of common stock held by QVM Oakmont Services, LLC. Mr. Skandalaris is a
managing member of QVM Oakmont Services LLC. QVM Oakmont Services LLC may distribute its shares to its members at a later date. To the extent such shares are not distributed to its members, they will be retained by QVM Oakmont Services LLC.
|- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|3 | Includes 360,000 shares of
common stock held by QVM Oakmont Services, LLC. Mr. Azar is a managing member of QVM Oakmont Services LLC. QVM Oakmont Services LLC may distribute its shares to its members at a later date. To the extent such shares are not distributed to its
members, they will be retained by QVM Oakmont Services LLC.
|- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|4 | Does not include any shares held
by QVM Oakmont Services LLC, of which such person or entity is a current member
|- | ----------------------------------------------------------------------------------------------------------------



|5 | Information is based exclusively
on the Schedule 13G filed with the Securities and Exchange Commission by Azimuth Opportunity, Ltd., a British Virgin Islands company, on September 26, 2006.
|- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|6. | Information is based exclusively
on the Schedule 13G filed with the Securities and Exchange Commission by The Baupost Group, LLC, a Massachusetts limited liability company, on February 13, 2007.
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|7. | Information is based exclusively
on the Schedule 13G/A filed with the Securities and Exchange Commission by Fir Tree, Inc., a New York corporation, on February 14, 2007.
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------

All of the shares of our common stock owned by the initial shareholders have been placed in escrow with Continental Stock Transfer & Trust Company, as escrow agent, pursuant to an escrow agreement described below.



|Item 12. | Certain Relationships and Related Transactions.
|-------- | -----------------------------------------------

In April 2005, we
issued 2,000,000 shares of our common stock to the individuals set forth below for $25,000 in cash, at an average purchase price of approximately $0.0125 per share as follows:



|                               |  |                 |  |                                   
|------------------------------ |  | --------------- |  | ----------------------------------
|Name                           |  | Number ofShares |  | Relationship to Us                
|Robert J. Skandalaris(1)(2)(3) |  | 1,152,453       |  | Chairman & Chief Executive Officer
|Michael C. Azar(2)(3)          |  | 587,547         |  | President, Secretary & Director   
|David J. Langevin              |  | 180,000         |  | Director                          
|Frederick L. Hubacker          |  | 20,000          |  | Director                          
|Mark T. Behrman                |  | 20,000          |  | Director                          
|Lee M Canaan(4)                |  | 20,000          |  | Director through August 28, 2006  
|Donald J. Spence               |  | 20,000          |  | Director                          



|(1) | On April 18, 2005, Robert
J. Skandalaris contributed 360,000 shares of our common stock to KrisLee & Associates, LLC, a limited liability company whose members include Robert J. Skandalaris and his children. Mr. Skandalaris retained 792,453 shares of our common
stock.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



29



---

|(2) | On April 27, 2005, Robert
J. Skandalaris and Michael C. Azar contributed an aggregate of 340,000 shares of our common stock to QVM Oakmont Services LLC. Robert J. Skandalaris contributed 192,453 shares of common stock to QVM Oakmont Services LLC, and retained 600,000 shares
of common stock. Michael C. Azar contributed 147,547 shares of common stock to QVM Oakmont Services LLC, and retained 440,000 shares of common stock.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(3) | On July 7, 2005, Robert J.
Skandalaris and Michael C. Azar contributed an aggregate amount of 20,000 shares of our common stock to QVM Oakmont Services LLC. Robert J. Skandalaris contributed 15,000 shares of common stock to QVM Oakmont Services LLC, and retained 585,000
shares of common stock. Michael C. Azar contributed 5,000 shares of common stock to QVM Oakmont Services LLC, and retained 435,000 shares of common stock.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(4) | On August 28, 2006 Lee M.
Canaan resigned as Director.
|--- | ------------------------------------------------------

Pursuant to an escrow agreement between us, our initial stockholders and Continental Stock
Transfer & Trust Company, all of the initial stockholders shares were placed in escrow, with Continental acting as escrow agent, pursuant to an escrow agreement, until the earliest of:



| |  |  | three years from the date of the Offering;
| | - |  | ------------------------------------------



| |  |  | our liquidation; or
| | - |  | -------------------



| |  |  | the consummation of a liquidation, merger, stock exchange or other similar transaction which results in all of our stockholders having the right to exchange their
shares of common stock for cash, securities or other property subsequent to our consummating a business combination with a target business.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

During the escrow period, these shares cannot be sold, but the initial stockholders will retain all other rights as stockholders, including, without limitation, the right to vote their shares of common stock and the right to receive cash
dividends, if declared. If dividends are declared and payable in shares of common stock, such dividends will also be placed in escrow. If we are unable to effect a business combination and liquidate, none of our initial stockholders will receive any
portion of the liquidation proceeds with respect to common stock owned by them prior to our initial public offering.

We also entered into a registration
rights agreement with the initial stockholders pursuant to which the holders of the majority of these shares are entitled to make up to two demands that we register these shares. The holders of the majority of these shares may elect to exercise
these registration rights at any time after the date on which these shares of common stock are released from escrow. In addition, these stockholders have certain piggy-back registration rights on registration statements filed subsequent
to the date on which these shares of common stock are released from escrow. We will bear the expenses incurred in connection with the filing of any such registration statements.

Each of our initial stockholders also entered into a letter agreement with us and Morgan Joseph & Co. pursuant to which, among other things:



| |  |  | each agreed to vote all shares initially owned by him in accordance with the majority of the holders of our shares of common stock sold in our initial public
offering if we solicit approval of our stockholders for a business combination;
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | if we fail to consummate a business combination by January 18, 2007 (or by July 18, 2007 under certain limited circumstances), each agreed to take all
reasonable actions within his power to cause us to liquidate as soon as reasonably practicable;
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | each waived any and all rights he may have to receive any distribution of cash, property or other assets as a result of such liquidation with respect to his initial
shares;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------



30



---

| |  |  | each agreed to present to us for our consideration, prior to presentation to any other person or entity, any suitable opportunity to acquire an operating business,
until the earlier of our consummation of a business combination, our liquidation or until such time as he ceases to be an Officer or Director of ours, subject to any pre-existing fiduciary obligations he might have;
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | each agreed that we could not consummate any business combination which involves a company which is affiliated with any of our initial stockholders unless we obtain
an opinion from an independent investment banking firm reasonably acceptable to Morgan Joseph & Co. that the business combination is fair to our stockholders from a financial perspective;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | each agreed that he and his affiliates will not be entitled to receive and will not accept any compensation for services rendered to us prior to the consummation of
our business combination; and
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | each agreed that he and his affiliates will not be entitled to receive or accept a finders fee or any other compensation in the event he or his affiliates
originate a business combination.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Quantum Value Management LLC, an affiliate of Robert J. Skandalaris and Michael C. Azar, has agreed
that commencing July 12, 2005 and ending upon the acquisition of a target business, it will make available to us a small amount of office space and certain office and secretarial services, as we may require from time to time. We have agreed to
pay Quantum Value Management, LLC $7,500 per month for these services. As of December 31, 2006, we have paid Quantum Value Management, LLC $133,257.

Robert J. Skandalaris and Michael C. Azar advanced an aggregate of $75,000 to us to cover expenses related to the Offering. The loan was payable without interest and the loan was repaid following our initial public offering from the
proceeds of the Offering.

We have and will reimburse our Officers and Directors for any reasonable out-of-pocket business expenses incurred by them in
connection with certain activities on our behalf such as identifying and investigating possible target businesses and business combinations.

Other than
the $7,500 per-month administrative fee and reimbursable out-of-pocket expenses payable to our Officers and Directors, no compensation or fees of any kind, including finders and consulting fees, will be paid to any of our initial stockholders,
Officers or Directors who owned our common stock prior to the Offering, or to any of their respective affiliates for services rendered to us prior to or with respect to the business combination.

Robert J. Skandalaris and Michael C. Azar may be deemed to be our parent and promoter, as these terms are defined under the Federal securities
laws.

All ongoing and future transactions between us and any of our Officers and Directors or their respective affiliates, including loans by our Officers
and Directors, will be on terms believed by us to be no less favorable than are available from unaffiliated third parties and such transactions or loans, including any forgiveness of loans, will require prior approval in each instance by a majority
of our uninterested independent directors (to the extent we have any) or the members of our Board who do not have an interest in the transaction, in either case who had access, at our expense, to our attorneys or independent legal
counsel.



31



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|Item 13. | Exhibits.
|-------- | ---------

The following Exhibits are filed as part of this report.



|            |  |                                                                                                                                                     
|----------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |  | Description                                                                                                                                         
|2.1         |  | Agreement and Plan of Merger, dated February 8, 2007, among the Company, Oakmont Kansas, Inc., Brooke Credit Corporation and Brooke Corporation. (1)
|            | 
|3.1         |  | 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         |  | Form of Unit Purchase Option granted to Morgan Joseph & Co. (2)                                                                                     
|            | 
|4.5         |  | Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant. (2)                                                
|            | 
|4.6         |  | Warrant Clarification Agreement, dated October 19, 2006, between the Company and Continental Stock Transfer & Trust Company. (3)                    
|            | 
|10.1        |  | Letter Agreement among the Registrant, Morgan Joseph & Co. and Robert J. Skandalaris. (2)                                                           
|            | 
|10.2        |  | Letter Agreement among the Registrant, Morgan Joseph & Co. and Michael C. Azar. (2)                                                                 
|            | 
|10.3        |  | Letter Agreement among the Registrant, Morgan Joseph & Co. and QVM Oakmont Services, LLC. (2)                                                       
|            | 
|10.4        |  | Letter Agreement among the Registrant, Morgan Joseph & Co. and Frederick L. Hubacker. (2)                                                           
|            | 
|10.5        |  | Letter Agreement among the Registrant, Morgan Joseph & Co. and Lee M. Canaan. (2)                                                                   
|            | 
|10.6        |  | Letter Agreement among the Registrant, Morgan Joseph & Co. and KrisLee & Associates, LLC. (2)                                                       
|            | 
|10.7        |  | Letter Agreement among the Registrant, Morgan Joseph & Co. and Mark T. Behrman. (2)                                                                 
|            | 
|10.8        |  | Letter Agreement among the Registrant, Morgan Joseph & Co. and Donald J. Spence. (2)                                                                
|            | 
|10.9        |  | Letter Agreement among the Registrant, Morgan Joseph & Co. and Patrick T. Flynn. (2)                                                                
|            | 
|10.10       |  | Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Registrant. (2)                            
|            | 
|10.11       |  | Form of Stock Escrow Agreement between the Registrant, Continental Stock Transfer & Trust Company and Initial Stockholders. (2)                     
|            | 
|10.12       |  | Form of Letter Agreement between Quantum Value Management, LLC and Registrant Regarding administrative support. (2).                                
|            | 
|10.13       |  | Promissory Note, dated April 14, 2005, in the principal amount of $37,500 issued to Robert J. Skandalaris. (2)                                      
|            | 
|10.14       |  | Promissory Note, dated April 14, 2005, in the principal amount of $37,500 issued to Michael C. Azar. (2)                                            
|            | 
|10.15       |  | Registration Rights Agreement among the Registrant and the Initial Stockholders. (2)                                                                
|            | 
|10.16       |  | Form of Warrant Purchase Agreement among each of Robert J. Skandalaris and Michael C. Azar and Morgan Joseph & Co. (2)                              
|            | 
|31.1        |  | Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                             
|            | 
|31.2        |  | Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                             



32



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|     |  |                                                                                                        
|---- |  | -------------------------------------------------------------------------------------------------------
|32.1 |  | Certification of Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|     | 
|32.2 |  | Certification of Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.



|(1) | Incorporated by reference to Exhibit 2.1 of the Registrants Form 8-K filed on February 9, 2007.
|--- | ------------------------------------------------------------------------------------------------



|(2) | Incorporated by reference to the Registrants Registration Statement on Form S-1 or amendments thereto (SEC File No. 333-124621).
|--- | ---------------------------------------------------------------------------------------------------------------------------------



|(3) | Incorporated by reference to Exhibit 4.1 of the Registrants Form 8-K filed on October 23, 2006.
|--- | ------------------------------------------------------------------------------------------------



|Item 14. | Principal Accountant Fees and Services.
|-------- | ---------------------------------------

The firm of
Freedman & Goldberg, CPAs, PC (FG) currently acts as our principal accountant. Our principal auditor for 2005 was Goldstein Golub Kessler LLP (GGK). The following is a summary of fees paid or to be paid to FG and GGK for
services rendered.

Audit Fees

For the fiscal year
ended December 31, 2006, our principal accountant billed or expects to bill $26,535 for services they performed in connection with the Form 10-KSB for December 31, 2006 and the review of three 2006 Quarterly Reports on form 10-QSB.

During the fiscal year ended December 31, 2005 we paid or expected to pay $32,000 in connection with the Initial Public Offering, $8,000 in
connection with the June and September 10-QSB filings and $13,050 in connection with the year end audit and 10-KSB.

Audit-Related Fees

During 2006, our principal accountant billed us or expects to bill us $14,764 in respect of inquiries and investigations related to our proposed
business combinations.

Tax Fees

During 2006 our
principal accountant billed or expects to bill us $5,000 for services to us for 2005 and 2006 tax return preparation.

All Other Fees

During 2006, there were no fees billed for products and services provided by the principal accountant other than those set forth above.

Our board of directors currently performs the duties of an audit committee. The Board of Directors evaluates and approves in advance the scope and cost of the engagement
of an auditor before the auditor renders audit and non-audit services. We currently do not rely on pre-approval policies and procedures.



33



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SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.



|                                     |  |                          
|------------------------------------ |  | -------------------------
|OAKMONT ACQUISITION CORPORATION     
|                                     | 
|By:                                  |  | /s/ Robert J. Skandalaris
|Robert J. Skandalaris               
|Chairman and Chief Executive Officer
|Date: March 13, 2007                

In accordance with the Exchange Act, this report had been signed below by the following persons on behalf of the
registrant in the capacities and on the dates indicated.



34



---

|                                                              |  | 
|------------------------------------------------------------- |  | 
|                                                             
|/s/ Robert J. Skandalaris                                    
|Robert J. Skandalaris                                        
|Chairman and Chief Executive Officer                         
|Date: March 13, 2007                                         
|                                                             
|/s/ Michael C. Azar                                          
|Michael C. Azar                                              
|President, Secretary, Principal Accounting Officer & Director
|Date: March 13, 2007                                         
|                                                             
|/s/ David J. Langevin                                        
|David J. Langevin                                            
|Director                                                     
|Date: March 13, 2007                                         
|                                                             
|/s/ Frederick L. Hubacker                                    
|Frederick L. Hubacker                                        
|Director                                                     
|Date: March 13, 2007                                         
|                                                             
|/s/ Andrew M. Rooke                                          
|Andrew M. Rooke                                              
|Director                                                     
|Date: March 13, 2007                                         
|                                                             
|/s/ Mark T. Behrman                                          
|Mark T. Behrman                                              
|Director                                                     
|Date: March 13, 2007                                         
|                                                             
|/s/ Donald J. Spence                                         
|Donald J. Spence                                             
|Director                                                     
|Date: March 13, 2007                                         



35