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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549



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FORM 10-Q



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|x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ---------------------------------------------------------------------------------------

FOR THE QUARTER ENDED September 30, 2006.



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

COMMISSION FILE NUMBER: 0-51340



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TAC ACQUISITION CORP.

(Exact name
of registrant as specified in its charter)



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|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Delaware                                                       |  | 20-2443085                          
|(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer Identification No.)

8 SOUND SHORE DRIVE, SUITE 255

GREENWICH, CONNECTICUT 06830

(Address of principal executive office)

(203) 983-5276

(Registrants telephone number, including area code)



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

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

Large accelerated filer ̈.    Accelerated filer ̈.    Non-accelerated filer  x.

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

Indicate the number of shares outstanding of each of the issuers classes of common stock, as of the latest
practicable date.

The number of shares of the issuers Common Stock, $0.0001 par value, outstanding as of November 13, 2006 was 27,000,000.



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##### Table of Contents

TABLE OF CONTENTS



|                               |  |                                                                                                                                                                                                                                                             |  |   
|------------------------------ |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | --
|                               |  | Page                                                                                                                                                                                                                                                       
|PART I  FINANCIAL INFORMATION |  |                                                                                                                                                                                                                                                            
|                               |  |                                                                                                                                                                                                                                                            
|Item 1.                        |  | Financial Statements                                                                                                                                                                                                                                        |  |   
|                               |  | Balance Sheets as of September 30, 2006 (Unaudited) and December 31, 2005                                                                                                                                                                                   |  | 3 
|                               |  | Statements of Operations (Unaudited) for the three months ended September 30, 2006 and 2005 and nine months ended September 30, 2006 and for the period from March 3, 2005 (date of inception) through September 30, 2006                                   |  | 4 
|                               |  | Statements of Stockholders Equity (Unaudited) for the nine months ended September 30, 2006                                                                                                                                                                 |  | 5 
|                               |  | Statements of Cash Flows (Unaudited) for the nine months ended September 30, 2006 and for the period from March 3, 2005 (date of inception) through September 30, 2005 and for the period from March 3, 2005 (date of inception) through September 30, 2006 |  | 6 
|                               |  | Notes to Financial Statements                                                                                                                                                                                                                               |  | 7 
|                               |  |                                                                                                                                                                                                                                                            
|Item 2.                        |  | Managements Discussion and Analysis of Financial Condition and Results of Operations                                                                                                                                                                       |  | 10
|Item 3.                        |  | Quantitative and Qualitative Disclosures about Market Risk                                                                                                                                                                                                  |  | 13
|Item 4.                        |  | Controls and Procedures                                                                                                                                                                                                                                     |  | 13
|                               | 
|PART II  OTHER INFORMATION    |  |                                                                                                                                                                                                                                                            
|                               |  |                                                                                                                                                                                                                                                            
|Item 1.                        |  | Legal Proceedings                                                                                                                                                                                                                                           |  | 13
|Item 1A.                       |  | Risk Factors                                                                                                                                                                                                                                                |  | 14
|Item 2.                        |  | Unregistered Sales of Equity Securities and Use of Proceeds                                                                                                                                                                                                 |  | 14
|Item 3.                        |  | Defaults upon Senior Securities                                                                                                                                                                                                                             |  | 14
|Item 4.                        |  | Submission of Matters to a Vote of Security Holders                                                                                                                                                                                                         |  | 14
|Item 5.                        |  | Other Information                                                                                                                                                                                                                                           |  | 14
|Item 6.                        |  | Exhibits                                                                                                                                                                                                                                                    |  | 15
|                               | 
|SIGNATURES                     |  | 16                                                                                                                                                                                                                                                         



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##### Table of Contents

PART I  FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS (UNAUDITED)

TAC ACQUISITION CORP.

(a development stage company)

BALANCE SHEETS

AS OF SEPTEMBER 30,
2006 AND DECEMBER 31, 2005



|                                                                                                                                                                   |  |                    |             |                   |   |            
|------------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | ------------------ | ----------- | ----------------- | - | -----------
|                                                                                                                                                                   |  | September 30, 2006 |             | December 31, 2005
|                                                                                                                                                                   |  | (unaudited)        |             |                  
|ASSETS                                                                                                                                                             |  |                    |             |                   |   |            
|Current assets:                                                                                                                                                    |  |                    |             |                   |   |            
|Cash and cash equivalents                                                                                                                                          |  | $                  | 58,561      |                   | $ | 163,023    
|Investments held in trust account                                                                                                                                  |  |                    | 125,891,091 |                   |   | 122,529,424
|Interest receivable                                                                                                                                                |  |                    | 415,884     |                   |   | 323,687    
|Prepaid insurance                                                                                                                                                  |  |                    | 27,103      |                   |   | 53,644     
|Deferred income taxes                                                                                                                                              |  |                    | 210,000     |                   |   | 210,000    
|                                                                                                                                                                   |  |                    |             |                   |   |            
|Total current assets                                                                                                                                               |  |                    | 126,602,639 |                   |   | 123,279,778
|                                                                                                                                                                   |  |                    |             |                   |   |            
|Other assets                                                                                                                                                       |  |                    |             |                   |   |            
|Deferred acquisition costs                                                                                                                                         |  |                    | 295,738     |                   |   | 0          
|                                                                                                                                                                   |  |                    |             |                   |   |            
|Total other assets                                                                                                                                                 |  |                    | 295,738     |                   |   | 0          
|                                                                                                                                                                   |  |                    |             |                   |   |            
|Total assets                                                                                                                                                       |  | $                  | 126,898,377 |                   | $ | 123,279,778
|                                                                                                                                                                   |  |                    |             |                   |   |            
|LIABILITIES AND STOCKHOLDERS EQUITY                                                                                                                               |  |                    |             |                   |   |            
|Current liabilities:                                                                                                                                               |  |                    |             |                   |   |            
|Bank loan payable                                                                                                                                                  |  | $                  | 1,250,000   |                   | $ | 0          
|Accrued expenses                                                                                                                                                   |  |                    | 654,656     |                   |   | 226,786    
|Income tax payable                                                                                                                                                 |  |                    | 777,885     |                   |   | 241,000    
|                                                                                                                                                                   |  |                    |             |                   |   |            
|Total current liabilities                                                                                                                                          |  |                    | 2,682,541   |                   |   | 467,786    
|                                                                                                                                                                   |  |                    |             |                   |   |            
|Common stock, subject to redemption  4,397,800 shares plus interest of $444,556 and $205,282, respectively (net of
taxes)                                         |  |                    | 24,873,483  |                   |   | 24,428,927 
|                                                                                                                                                                   |  |                   
|STOCKHOLDERS EQUITY                                                                                                                                               |  |                    |             |                   |   |            
|Preferred stock - $.0001 par value; 1,000,000 shares authorized; 0 issued and outstanding                                                                          |  |                    | 0           |                   |   | 0          
|Common stock - $.0001 par value; 400,000,000 shares authorized; 27,000,000 issued and outstanding (which includes 4,397,800 shares subject to
possible redemption) |  |                    | 2,700       |                   |   | 2,700      
|Additional paid-in capital                                                                                                                                         |  |                    | 97,840,361  |                   |   | 97,840,361 
|Earnings accumulated during the development stage                                                                                                                  |  |                    | 1,499,292   |                   |   | 540,004    
|                                                                                                                                                                   |  |                    |             |                   |   |            
|Total stockholders equity                                                                                                                                         |  |                    | 99,342,353  |                   |   | 98,383,065 
|                                                                                                                                                                   |  |                    |             |                   |   |            
|Total liabilities and stockholders equity                                                                                                                         |  | $                  | 126,898,377 |                   | $ | 123,279,778
|                                                                                                                                                                   |  |                    |             |                   |   |            

SEE ACCOMPANYING NOTES.



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##### Table of Contents

TAC ACQUISITION CORP.

(a development stage company)

STATEMENTS OF OPERATIONS

FOR THE
THREE MONTHS ENDED SEPTEMBER 30, 2006 AND 2005 AND

NINE MONTHS ENDED SEPTEMBER 30, 2006 AND

FROM MARCH 3, 2005 (DATE OF INCEPTION) THROUGH SEPTEMBER 30, 2006

(UNAUDITED)



|                                                                                                                   |  |                                      |            |   |                                      |   |            |                                         |  |   |                                                         |   |  |   |            |  
|------------------------------------------------------------------------------------------------------------------ |  | ------------------------------------ | ---------- | - | ------------------------------------ | - | ---------- | --------------------------------------- |  | - | ------------------------------------------------------- | - |  | - | ---------- | -
|                                                                                                                   |  | July 1, 2006ThroughSeptember 30,2006 |            |   | July 1, 2005ThroughSeptember 30,2005 |   |            | January 1, 2006ThroughSeptember 30,2006 |  |   | March 3,2005 (Date ofInception)ThroughSeptember 30,2006 |  
|Operating costs                                                                                                    |  | $                                    | (29,338    | ) |                                      | $ | (121,006   | )                                       |  | $ | (1,298,527                                              | ) |  | $ | (1,775,742 | )
|                                                                                                                   |  |                                      |            |   |                                      |   |            |                                         |  |   |                                                         |   |  |   |            |  
|Loss from operations for the period                                                                                |  |                                      | (29,338    | ) |                                      |   | (121,006   | )                                       |  |   | (1,298,527                                              | ) |  |   | (1,775,742 | )
|Other income  interest                                                                                            |  |                                      | 1,273,582  |   |                                      |   | 776,405    |                                         |  |   | 3,458,287                                               |   |  |   | 5,138,788  |  
|                                                                                                                   |  |                                      |            |   |                                      |   |            |                                         |  |   |                                                         |   |  |   |            |  
|Income before provision for income taxes                                                                           |  |                                      | 1,244,244  |   |                                      |   | 655,399    |                                         |  |   | 2,159,760                                               |   |  |   | 3,362,046  |  
|Provision for income taxes                                                                                         |  |                                      | (435,486   | ) |                                      |   | (283,000   | )                                       |  |   | (755,916                                                | ) |  |   | (1,213,916 | )
|                                                                                                                   |  |                                      |            |   |                                      |   |            |                                         |  |   |                                                         |   |  |   |            |  
|Net income                                                                                                         |  | $                                    | 808,758    |   |                                      | $ | 372,399    |                                         |  | $ | 1,403,844                                               |   |  | $ | 2,149,130  |  
|                                                                                                                   |  |                                      |            |   |                                      |   |            |                                         |  |   |                                                         |   |  |   |            |  
|Weighted average number of shares outstanding- basic                                                               |  |                                      | 27,000,000 |   |                                      |   | 26,086,957 |                                         |  |   | 27,000,000                                              |   |  |   |            |  
|                                                                                                                   |  |                                      |            |   |                                      |   |            |                                         |  |   |                                                         |   |  |   |            |  
|Net income per share  basic                                                                                       |  | $                                    | .03        |   |                                      | $ | .01        |                                         |  | $ | .05                                                     |   |  | $ |            |  
|                                                                                                                   |  |                                      |            |   |                                      |   |            |                                         |  |   |                                                         |   |  |   |            |  
|Weighted average number of shares outstanding  diluted                                                            |  |                                      | 31,216,998 |   |                                      |   | 29,138,502 |                                         |  |   | 30,894,530                                              |   |  |   |            |  
|                                                                                                                   |  |                                      |            |   |                                      |   |            |                                         |  |   |                                                         |   |  |   |            |  
|Net income per share  diluted                                                                                     |  | $                                    | .03        |   |                                      | $ | .01        |                                         |  | $ | .05                                                     |   |  | $ |            |  
|                                                                                                                   |  |                                      |            |   |                                      |   |            |                                         |  |   |                                                         |   |  |   |            |  
|Pro forma adjustment:                                                                                              |  |                                      |            |   |                                      |   |            |                                         |  |   |                                                         |   |  |   |            |  
|Interest income attributable to common stock subject to redemption (net of taxes of $92,104, $72,153 and $246,774) |  |                                      | (162,485   | ) |                                      |   | (83,050    | )                                       |  |   | (444,556                                                | ) |  |   |            |  
|                                                                                                                   |  |                                      |            |   |                                      |   |            |                                         |  |   |                                                         |   |  |   |            |  
|Pro forma net income attributable to common stockholders not subject to redemption                                 |  | $                                    | 646,273    |   |                                      | $ | 289,349    |                                         |  | $ | 959,288                                                 |   |  | $ |            |  
|                                                                                                                   |  |                                      |            |   |                                      |   |            |                                         |  |   |                                                         |   |  |   |            |  
|Pro forma weighted number of shares outstanding, excluding shares subject to redemption - basic                    |  |                                      | 22,602,200 |   |                                      |   | 21,871,674 |                                         |  |   | 22,602,200                                              |   |  |   |            |  
|                                                                                                                   |  |                                      |            |   |                                      |   |            |                                         |  |   |                                                         |   |  |   |            |  
|Pro forma net income per share, excluding shares subject to redemption - basic                                     |  | $                                    | .03        |   |                                      | $ | .01        |                                         |  | $ | .04                                                     |   |  | $ |            |  
|                                                                                                                   |  |                                      |            |   |                                      |   |            |                                         |  |   |                                                         |   |  |   |            |  
|Pro forma weighted average number of shares outstanding, excluding shares subject to redemption  diluted          |  |                                      | 25,976,220 |   |                                      |   | 24,313,215 |                                         |  |   | 25,718,213                                              |   |  |   |            |  
|                                                                                                                   |  |                                      |            |   |                                      |   |            |                                         |  |   |                                                         |   |  |   |            |  
|Pro forma net income per share, excluding shares subject to redemption - diluted                                   |  | $                                    | .02        |   |                                      | $ | .01        |                                         |  | $ | .04                                                     |   |  | $ |            |  
|                                                                                                                   |  |                                      |            |   |                                      |   |            |                                         |  |   |                                                         |   |  |   |            |  

SEE ACCOMPANYING NOTES.



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##### Table of Contents

TAC ACQUISITION CORP.

(a development stage company)

STATEMENTS OF STOCKHOLDERS EQUITY

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2006

(UNAUDITED)



|                                                                                   |  |              |  |                          |       |                                               |   |            |       |   |           |   |  |   |            |  
|---------------------------------------------------------------------------------- |  | ------------ |  | ------------------------ | ----- | --------------------------------------------- | - | ---------- | ----- | - | --------- | - |  | - | ---------- | -
|                                                                                   |  | Common Stock |  | AdditionalPaid-InCapital |       | EarningsAccumulatedDuring theDevelopmentStage |   |            | Total |  
|                                                                                   |  | Shares       |  | Amount                   |       |                                               |  
|Balance  January 1, 2006                                                          |  | 27,000,000   |  | $                        | 2,700 |                                               | $ | 97,840,361 |       | $ | 540,004   |   |  | $ | 98,383,065 |  
|Accretion of trust fund relating to common stock subject to redemption, net of tax |  |             |  |                          |      |                                               |   |           |       |   | (444,556  | ) |  |   | (444,556   | )
|Net income                                                                         |  |             |  |                          |      |                                               |   |           |       |   | 1,403,844 |   |  |   | 1,403,844  |  
|                                                                                   |  |              |  |                          |       |                                               |   |            |       |   |           |   |  |   |            |  
|Balance  September 30, 2006                                                       |  | 27,000,000   |  | $                        | 2,700 |                                               | $ | 97,840,361 |       | $ | 1,499,292 |   |  | $ | 99,342,353 |  
|                                                                                   |  |              |  |                          |       |                                               |   |            |       |   |           |   |  |   |            |  

SEE ACCOMPANYING NOTES.



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##### Table of Contents

TAC ACQUISITION CORP.

(a development stage company)

STATEMENTS OF CASH FLOWS

FOR THE
NINE MONTHS ENDED SEPTEMBER 30, 2006 AND

FROM MARCH 3, 2005 (DATE OF INCEPTION) THROUGH SEPTEMBER 30, 2005 AND

FROM MARCH 3, 2005 (DATE OF INCEPTION) THROUGH SEPTEMBER 30, 2006

(UNAUDITED)



|                                                                                  |  |                                          |            |   |                                                           |   |              |                                                           |  |   |              |  
|--------------------------------------------------------------------------------- |  | ---------------------------------------- | ---------- | - | --------------------------------------------------------- | - | ------------ | --------------------------------------------------------- |  | - | ------------ | -
|                                                                                  |  | January 1, 2006ThroughSeptember 30, 2006 |            |   | March 3, 2005(Date of Inception)ThroughSeptember 30, 2005 |   |              | March 3, 2005(Date of Inception)ThroughSeptember 30, 2006 | 
|Cash flows from operating activities                                              |  |                                          |            |   |                                                           |   |              |                                                           |  |   |              |  
|Net income                                                                        |  | $                                        | 1,403,844  |   |                                                           | $ | 360,054      |                                                           |  | $ | 2,149,130    |  
|Adjustments to reconcile net income to net cash provided by operating activities: |  |                                          |            |   |                                                           |   |              |                                                           |  |   |              |  
|Deferred income taxes                                                             |  |                                          |           |   |                                                           |   |             |                                                           |  |   | (210,000     | )
|Changes in:                                                                       |  |                                          |            |   |                                                           |   |              |                                                           |  |   |              |  
|Interest receivable                                                               |  |                                          | (92,197    | ) |                                                           |   | (259,168     | )                                                         |  |   | (415,884     | )
|Prepaid insurance                                                                 |  |                                          | 26,541     |   |                                                           |   | (82,500      | )                                                         |  |   | (27,103      | )
|Income taxes payable                                                              |  |                                          | 536,885    |   |                                                           |   |             |                                                           |  |   | 777,885      |  
|Accrued expenses                                                                  |  |                                          | 427,870    |   |                                                           |   | 122,080      |                                                           |  |   | 654,656      |  
|Deferred acquisition costs                                                        |  |                                          | (295,738   | ) |                                                           |   |             |                                                           |  |   | (295,738     | )
|                                                                                  |  |                                          |            |   |                                                           |   |              |                                                           |  |   |              |  
|Net cash provided by operating activities                                         |  |                                          | 2,007,205  |   |                                                           |   | 140,466      |                                                           |  |   | 2,632,946    |  
|                                                                                  |  |                                          |            |   |                                                           |   |              |                                                           |  |   |              |  
|Cash flows from investing activities:                                             |  |                                          |            |   |                                                           |   |              |                                                           |  |   |              |  
|Initial investment in Trust Account                                               |  |                                          |           |   |                                                           |   | (121,180,000 | )                                                         |  |   | (121,180,000 | )
|Additional investments in Trust Account                                           |  |                                          | (3,361,667 | ) |                                                           |   | (512,634     | )                                                         |  |   | (4,711,091   | )
|                                                                                  |  |                                          |            |   |                                                           |   |              |                                                           |  |   |              |  
|Net cash used in investing activities                                             |  |                                          | (3,361,667 | ) |                                                           |   | (121,692,634 | )                                                         |  |   | (125,891,091 | )
|                                                                                  |  |                                          |            |   |                                                           |   |              |                                                           |  |   |              |  
|Cash flows from financing activities:                                             |  |                                          |            |   |                                                           |   |              |                                                           |  |   |              |  
|Proceeds from public offering, net                                                |  |                                          |           |   |                                                           |   | 122,098,959  |                                                           |  |   | 122,065,706  |  
|Proceeds from note payable to shareholder                                         |  |                                          |           |   |                                                           |   | 150,000      |                                                           |  |   | 150,000      |  
|Repayment of note payable to shareholder                                          |  |                                          |           |   |                                                           |   | (150,000     | )                                                         |  |   | (150,000     | )
|Issuance of shares to founders                                                    |  |                                          |           |   |                                                           |   | 1,000        |                                                           |  |   | 1,000        |  
|Proceeds from revolving bank credit facility                                      |  |                                          | 1,250,000  |   |                                                           |   |             |                                                           |  |   | 1,250,000    |  
|                                                                                  |  |                                          |            |   |                                                           |   |              |                                                           |  |   |              |  
|Net cash provided by financing activities                                         |  |                                          | 1,250,000  |   |                                                           |   | 122,099,959  |                                                           |  |   | 123,316,706  |  
|                                                                                  |  |                                          |            |   |                                                           |   |              |                                                           |  |   |              |  
|Net increase (decrease) in cash and cash equivalents                              |  |                                          | (104,462   | ) |                                                           |   | 547,791      |                                                           |  |   | 58,561       |  
|Cash and cash equivalents- beginning of period                                    |  |                                          | 163,023    |   |                                                           |   |             |                                                           |  |   |             |  
|                                                                                  |  |                                          |            |   |                                                           |   |              |                                                           |  |   |              |  
|Cash and cash equivalents- end of period                                          |  | $                                        | 58,561     |   |                                                           | $ | 547,791      |                                                           |  | $ | 58,561       |  
|                                                                                  |  |                                          |            |   |                                                           |   |              |                                                           |  |   |              |  
|Supplemental disclosure of cash flow information:                                 |  |                                          |            |   |                                                           |   |              |                                                           |  |   |              |  
|Cash paid during the period for:                                                  |  |                                          |            |   |                                                           |   |              |                                                           |  |   |              |  
|Income taxes                                                                      |  | $                                        | 196,718    |   |                                                           | $ |             |                                                           |  | $ | 623,718      |  
|                                                                                  |  |                                          |            |   |                                                           |   |              |                                                           |  |   |              |  

SEE ACCOMPANYING NOTES.



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##### Table of Contents

TAC ACQUISITION CORP.

(a development stage company)

NOTES TO FINANCIAL STATEMENTS

SEPTEMBER 30, 2006

(UNAUDITED)

NOTE A  ORGANIZATION AND BUSINESS OPERATIONS

TAC
Acquisition Corp. (the Company) was incorporated in Delaware on March 3, 2005. The Company was formed to serve as a vehicle for the acquisition of an operating business in the technology-related sector through a merger, capital
stock exchange, asset acquisition or other similar business combination. The Company has neither engaged in any operations nor generated any revenue to date. The Company is considered to be in the development stage and is subject to the risks
associated with activities of development stage companies. The Company has not provided any financial information for the period from March 3, 2005 (date of inception) through June 30, 2005 as the Companys operations were insignificant during
this period.

The financial statements, except for the December 31, 2005 balance sheet, are unaudited. In the opinion of management, the
accompanying financial statements contain all adjustments (consisting of only normal recurring adjustments) necessary to present fairly the financial statements of the Company as of and for the period ended September 30, 2006 and 2005. These
financial statements should be read in conjunction with the Companys audited financial statements and notes thereto for the year ended December 31, 2005, which are included in the Companys Annual Report on Form 10-K with respect to
such period that have been filed with the Securities and Exchange Commission. The December 31, 2005 balance sheet amounts are derived from the Companys audited financial statements.

The registration statement for the Companys initial public offering (IPO) was declared effective June 28, 2005. The Company consummated the IPO on
July 1, 2005 and received net proceeds of approximately $110,800,000. In addition, on August 12, 2005 the underwriters for the IPO exercised their over-allotment option (the Over-Allotment Option Exercise and, together with the
IPO, the Offering), generating net proceeds of approximately $11,260,000. The Companys management has broad discretion with respect to the specific application of the net proceeds of this Offering of Units (as defined in Note C
below), although substantially all of the net proceeds of the Offering are intended to be generally applied toward consummating a business combination with (or acquisition of) one or more operating businesses in the technology sector (Business
Combination). Nonetheless, there is no assurance that the Company will be able to successfully effect a Business Combination. An amount of approximately $125,900,000 of the net proceeds is being held in a trust account (Trust
Account) and is invested in money market funds composed of either primarily short-term securities issued or guaranteed by the U.S. government or primarily tax-exempt municipal bonds until the earlier of (i) the consummation of its first
Business Combination or (ii) the distribution of the Trust Account as described below. The remaining proceeds may be used to pay for business, legal and accounting due diligence on prospective acquisitions and continuing general and
administrative expenses. The Company, after signing a definitive agreement for the acquisition of a target business, will submit such transaction for stockholder approval. In the event that 20% or more of the outstanding stock (excluding, for this
purpose, those shares of common stock issued prior to the Offering) vote against the Business Combination, the Business Combination will not be consummated.

With respect to a Business Combination which is approved and consummated (that is, less than 20% of the outstanding stock, excluding, for this purpose, those shares of common stock issued prior to the Offering, vote against the Business
Combination), any public stockholder who voted against the Business Combination may demand that the Company redeem his or her shares. The per share redemption 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 less than 20% of the aggregate number
of shares owned by all public stockholders may seek redemption of their shares even in the event a Business Combination is approved. As a result, a portion of the net proceeds from the Offering (19.99% of the amount initially deposited in the Trust
Account) as well as 19.99% of the accreted value of the Trust Account have been classified as common stock subject to possible redemption in the accompanying September 30, 2006 balance sheet.



7



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In the event that the Company does not consummate a Business Combination within 12 months from the date of the
consummation of the Offering, or 18 months from the consummation of the Offering if certain extension criteria have been satisfied (January 1, 2007), the proceeds held in the Trust Account will be distributed to the Companys public
stockholders, excluding the initial stockholders to the extent of their initial stock holdings acquired prior to the Offering. In the event of such distribution, it is likely that the per share value of the residual assets remaining available for
distribution (including Trust Account assets) will be less than the initial public offering price per share in the Offering, assuming no value is attributed to the Warrants contained in the Units in the Offering (see Note C).

NOTE B  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

[1] Cash and cash equivalents:

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

[2] Deferred Acquisition Costs:

Deferred acquisition costs consist primarily of professional fees incurred in connection with the Companys proposed business
combination (see note H). These amounts will either be capitalized to purchase price if the business combination is consummated or expensed if the business combination is not completed.

[3] Earnings per common share:

Earnings per share is computed by dividing net income applicable to
common stockholders by the weighted average number of common shares outstanding for the period. Diluted earnings per share is computed by dividing income available to common stockholders by the weighted-average number of common shares outstanding
during the period, increased to include the number of additional common shares that would have been outstanding if the dilutive potential common shares had been issued, by application of the treasury stock method.

[4] Use of estimates:

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

[5] Income taxes:

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

NOTE C  INITIAL PUBLIC OFFERING

On July 1, 2005, the Company sold 20,000,000 units (Units) in the IPO for $6.00 per Unit. Each Unit consisted of one share of the Companys common
stock, $.0001 par value per share, 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 on the
later of (a) June 28, 2006 or (b) the completion of a Business Combination with a target business, and expiring June 28, 2010. However, no Warrant will be exercisable unless at the time of exercise a prospectus relating to common
stock issuable upon exercise of the warrants is current and the common stock has been registered under the Securities Act of 1933 or qualified or deemed to be exempt under the securities laws of the state of residence of the holder of the Warrants.
If, at the time of exercise, a registration statement is not effective for the common stock issuable upon exercise of the Warrants, the Warrants could expire worthless. In no event will any holder be entitled to receive a net cash settlement upon
exercise of any warrants. The Warrants are redeemable at a price of $.01 per Warrant upon 30 days notice after the Warrants become exercisable, only in the event that the last sale price of the common stock is at least $8.50 per share for any 20
trading days within a 30 trading day period ending on the third day prior to the date on which notice of redemption is given.

In connection with the
Offering, the Company issued an option, for $100, to the representative of the underwriters to purchase 1,000,000 units (the underwriters unit purchase option or UPO) at an exercise price of $7.50 per unit, which otherwise have
terms comparable to the Units. The warrants underlying the UPO are exercisable at $6.65 per share. All of the initial stockholders were granted certain registration rights.

Wedbush Morgan Securities Inc. has agreed to supplement the UPO for the purpose of clarifying that in no event will the holder of such option be entitled to receive a net cash settlement upon the exercise of the
option or the exercise of the warrants thereunder.

On August 12, 2005, the Company sold an additional 2,000,000 Units pursuant to the Over-Allotment
Option Exercise.

NOTE D  STOCKHOLDER NOTE PAYABLE

The Company issued a non-interest bearing $150,000 unsecured promissory note to an initial stockholder of the Company on March 14, 2005. In accordance with its
terms, the note was repaid on July 1, 2005 from the proceeds of the Offering.

NOTE E  OTHER
MATTERS

Certain officers and directors of the Company serve in similar or executive capacities for a publicly traded business
development company or other entities that may invest in technology-related companies.

NOTE F  COMMON
STOCK RESERVED FOR ISSUANCE

At September 30, 2006, 47,000,000 shares of stock were
reserved for issuance upon exercise of redeemable warrants and the UPO.



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NOTE G  COMMITMENT AND CONTINGENCIES

Charles Royce, one of the Companys initial stockholders, agreed that upon completion of the Offering and within the first sixty trading days after the separate
trading of the Warrants and shares of common stock comprising the Units has commenced, he or certain of his affiliates would collectively purchase up to $2 million of Warrants in the public market at prices not to exceed $.70 per warrant. As of
September 30, 2006, Mr. Royce had purchased approximately $2 million of Warrants pursuant to his agreement. Mr. Royce has further agreed that any Warrants purchased by him or his affiliates will not be sold or transferred until the earlier
of the completion of a Business Combination and the distribution of the Trust Account to the public stockholders.

NOTE H 
DEFINITIVE MERGER AGREEMENT

On June 9, 2006, the Company entered into a definitive merger agreement
with AVIEL Systems, Inc., a Virginia corporation, or AVIEL, and R. John Chapel, the sole stockholder of AVIEL, pursuant to which AVIEL has agreed to merge with and into the Company with the Company remaining as the surviving corporation. Assuming
completion of the merger, the Company will change its name to AVIEL Systems, Inc. Pursuant to the terms of the merger agreement, the merger transaction will close on the later of (i) August 21, 2006, or (ii) two business days
following the satisfaction of certain closing conditions as set forth in the merger agreement, including the approval of the merger by a vote of the Companys stockholders.

The total merger consideration to be paid is approximately $100.0 million consisting of cash, stock and the repayment of certain debt obligations. The merger agreement provides that at the closing of the merger,
Mr. Chapel will receive $24.0 million in our common stock calculated in accordance with the terms of the merger agreement and $33.6 million in cash. Mr. Chapel will be required to place $9.0 million of our common stock received as merger
consideration into escrow until eighteen months following closing. Consummation of the merger is subject to customary regulatory approvals, the approval of the Companys shareholders and certain other conditions, including that in the event
that 20% or more of the outstanding stock (excluding, for this purpose, those shares of the Companys common stock issued prior to the Companys initial public offering on July 1, 2005) vote against the Companys proposed merger
with AVIEL and exercise their conversion rights, the proposed merger will not be consummated.

On October 6, 2006, the Company filed amended proxy
materials concerning the proposed merger with the SEC. The Company plans to set the date for the special meeting at which holders of the Companys common stock as of the close of business on December 1, 2006 may vote on the merger and to mail
definitive proxy materials concerning the merger, upon gaining clearance from the SEC.

In light of such conditions, and the fact that the Company must
complete a business combination by no later than January 1, 2007, there can be no assurance that the Company will be able to complete the proposed business combination with AVIEL.



9



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##### Table of Contents

Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations.

FORWARD-LOOKING STATEMENTS

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

This Form 10-Q contains forward-looking statements regarding the
plans and objectives of management for future operations. This information may involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to be materially different from future
results, performance or achievements expressed or implied by any forward-looking statements. Forward-looking statements, which involve assumptions and describe our future plans, strategies and expectations, are generally identifiable by use of the
words may, will, should, expect, anticipate, estimate, believe, intend or project or the negative of these words or other variations on these
words or comparable terminology. These forward-looking statements are based on assumptions that may be incorrect, and we cannot assure you that these projections included in these forward-looking statements will come to pass. Our actual results
could differ materially from those expressed or implied by the forward-looking statements as a result of various factors.

We have based
the forward-looking statements included in this quarterly report on Form 10-Q on information available to us on the date of this quarterly report on Form 10-Q, and we assume no obligation to update any such forward-looking statements. Although we
undertake no obligation to revise or update any forward-looking statements, whether as a result of new information, future events or otherwise, you are advised to consult any additional disclosures that we may make directly to you or through reports
that we in the future may file with the SEC, including annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K.

MANAGEMENTS DISCUSSION AND ANALYSIS

OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Overview

We were formed on March 3, 2005 as a
blank check company for the purpose of acquiring, through a merger, capital stock exchange, asset acquisition or other similar business combination, one or more operating businesses in the technology-related sector. We intend to use cash derived
from the net proceeds of our initial public offering, which closed on July 1, 2005, and the exercise by the underwriters of their over-allotment option, which closed on August 12, 2005, together with any additional financing arrangements
that we undertake, to effect a business combination.

The net proceeds from our initial public offering on July 1, 2005 was
approximately $110,800,000, after deducting offering expenses of approximately $800,000 and underwriting discounts of $8,400,000, including $1,200,000 attributable to the lead underwriters non-accountable expense allowance of 1% of the gross
proceeds of the initial public offering. Of this amount, $109,900,000 was placed in trust, with approximately $900,000 remaining and available to us for our activities in connection with identifying and conducting due diligence of a suitable
business combination, and for general corporate matters.

The net proceeds from the exercise of the underwriters over-allotment
option on August 12, 2005 was approximately $11,280,000, after deducting underwriting discounts of $720,000. All the net proceeds from the exercise of the over-allotment option have been placed in trust.

As of September 30, 2006, approximately $125,891,000 was held in trust and we had approximately $59,000 of unrestricted cash remaining and available
to us for our activities in connection with identifying and conducting due diligence of a suitable business combination, and for general corporate matters.

We will use substantially all of the net proceeds discussed above to acquire one or more operating businesses, including identifying and evaluating prospective acquisition candidates, selecting one or more operating
businesses, and structuring, negotiating and consummating the business combination, including the making of a down payment or the payment of exclusivity or similar fees and expenses, if any. However, we may not use all of the proceeds held in the
trust account in connection with a business combination, either because the consideration for the business combination is less than the proceeds in trust or because we finance a portion of the consideration with capital stock or debt securities that
we can issue. In that event, 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 or businesses.



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We may issue additional capital stock or debt securities to finance a business combination. The issuance
of additional capital stock, including upon conversion of any convertible debt securities we may issue, or the incurrence of debt, could have material consequences on our business and financial condition. The issuance of additional shares of our
capital stock (including upon conversion of convertible debt securities):



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



| |  |  | will likely cause a change in control if a substantial number of our shares of common stock or voting preferred stock are issued, which may affect, among other things, our ability
to use our net operating loss carry forwards, if any, and may also result in the resignation or removal of one or more of our present officers and directors; and
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | may adversely affect prevailing market prices for our common stock.
| | - |  | -------------------------------------------------------------------

Similarly, if we issue debt securities, it could result in:



| |  |  | default and foreclosure on our assets if our operating revenues after a business combination are insufficient to pay our debt obligations;
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | acceleration of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach the covenants contained in any debt securities,
such as covenants that require the satisfaction or maintenance of certain financial ratios or reserves, without a waiver or renegotiation of such covenants;
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | an obligation to immediately repay all principal and accrued interest, if any, upon demand to the extent any debt securities are payable on demand; and
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | our inability to obtain additional financing, if necessary, to the extent any debt securities contain covenants restricting our ability to obtain additional financing while such
security is outstanding, or to the extent our existing leverage discourages other potential investors.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

For the quarter ended
September 30, 2006, our efforts were limited to activities relating to identifying and evaluating prospective acquisition candidates, and activities relating to general corporate matters; we have neither engaged in any operations nor generated
any revenues to date, other than interest income earned on the proceeds of our initial public offering. As of September 30, 2006, approximately $125,891,000 was held in trust and we had approximately $59,000 of unrestricted cash remaining and
available to us for our activities in connection with identifying and conducting due diligence of a suitable business combination, and for general corporate matters.

On November 8, 2005, we executed a promissory note establishing a $1 million revolving credit facility with Wachovia Bank, N.A., or Wachovia, in order to ensure that we have sufficient funds to allow us to
operate through January 1, 2007, assuming that a business combination is not consummated during that time. On June 23, 2006, we executed an amended and restated promissory note with Wachovia Bank, N.A., which served to increase the amount
available under our revolving credit facility to $2 million. As of September 30, 2006, we had approximately $1.25 million of borrowings outstanding under our current revolving credit facility.

Amounts borrowed under the promissory note will bear interest based upon one month LIBOR, plus 1.50%. All amounts borrowed under the promissory note will
mature, and all accrued and unpaid interest thereunder will be due and payable, on the earlier of (i) the date that funds are withdrawn from the trust account for any purpose and (ii) January 1, 2007. The promissory note also contains
customary representations, warranties, covenants and events of default.

Based upon our currently available funds, we believe that we have
sufficient funds to allow us to operate through January 1, 2007, assuming that a business combination is not consummated during that time. We cannot ensure you that we will have sufficient funds available to continue to operate in the event we
expend our currently available funds. Over this time period, we currently anticipate incurring expenses for the following purposes:



| |  |  | payment of premium associated with our directors and officers insurance;
| | - |  | --------------------------------------------------------------------------



| |  |  | payment of estimated taxes incurred as a result of interest income earned on funds currently held in the trust account;
| | - |  | -----------------------------------------------------------------------------------------------------------------------



| |  |  | legal and accounting fees relating to our SEC reporting obligations and general corporate matters;
| | - |  | --------------------------------------------------------------------------------------------------



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| |  |  | structuring and negotiating a business combination, and soliciting shareholder approval of that business combination; and
| | - |  | -------------------------------------------------------------------------------------------------------------------------



| |  |  | other miscellaneous expenses.
| | - |  | -----------------------------

For the quarter ended
September 30, 2006, we earned approximately $1,274,000 in interest income. As of September 30, 2006, approximately 61% of the funds held in the trust account were invested in the Goldman Sachs Financial Square Treasury Instruments Fund, a
money market fund that invests primarily in short-term securities issued or guaranteed by the United States, and approximately 39% of the funds held in the trust account were invested in the J.P. Morgan Tax Free Money Market Fund, a money market
fund that invests primarily in tax-exempt municipal bonds.

For the quarter ended September 30, 2006, we paid or incurred an aggregate
of approximately $325,000 for the following purposes:



| |  |  | premiums associated with our directors and officers liability insurance;
| | - |  | ------------------------------------------------------------------------



| |  |  | payment of state taxes;
| | - |  | -----------------------



| |  |  | expenses in legal and accounting fees relating to our SEC reporting obligations and the filing of our proxy materials; and
| | - |  | --------------------------------------------------------------------------------------------------------------------------



| |  |  | miscellaneous expenses.
| | - |  | -----------------------

On August 18, 2006, the Company
entered into a First Supplemental Warrant Agreement with The Bank of New York. The First Supplemental Warrant Agreement supplements the Companys existing Warrant Agreement with The Bank of New York for the purpose of clarifying that in no
event will any holder of the Companys outstanding warrants be entitled to receive a net cash settlement upon exercise of such warrants. If, at the time of exercise, a registration statement is not effective for the common stock issuable upon
exercise of such warrants, the warrants could expire worthless.

We have also sold to Wedbush Morgan Securities Inc., for $100, an option
to purchase up to a total of 1,000,000 units, consisting of one share of common stock and two warrants, at $7.50 per unit, from the consummation of the business combination until up to five years after July 1, 2005, the date we completed our
initial public offering. The warrants underlying such units will have terms that are identical to those issued in our initial public offering, with the exception of the exercise price, which will be set at $6.65 per warrant. The purchase option may
be transferred, in whole or in part, to any subsidiary or affiliate of Wedbush Morgan Securities Inc. upon notice to the Company, or to any third party transferee, subject to the Companys consent. The purchase option also contains a cashless
exercise feature that allows the holder of the purchase option to receive units on a net exercise basis. In addition, the purchase option provides for registration rights that will permit the holder of the purchase option to demand that a
registration statement be filed with respect to all or any part of the securities underlying the purchase option within five years of July 1, 2005, the date we completed our initial public offering. Further, the holder of the purchase option is
entitled to piggy-back registration rights in the event we undertake a subsequent registered offering within seven years of June 28, 2005, the date of the prospectus relating to our initial public offering. In addition, Wedbush Morgan
Securities Inc. has agreed to supplement the UPO for the purpose of clarifying that in no event will the holder of such option be entitled to receive a net cash settlement upon the exercise of the option or the exercise of the warrants thereunder.

Entry into Definitive Merger Agreement

On June 9, 2006, we entered into a definitive merger agreement with AVIEL Systems, Inc., a Virginia corporation, or AVIEL, and R. John Chapel, the sole stockholder of AVIEL, pursuant to which AVIEL has agreed to merge with and into us
with us remaining as the surviving corporation. Assuming completion of the merger, we will change our name to AVIEL Systems, Inc. Pursuant to the terms of the merger agreement, the merger transaction will close on the later of
(i) August 21, 2006, or (ii) two business days following the satisfaction of the closing conditions as set forth in the merger agreement.

The total merger consideration to be paid is approximately $100.0 million consisting of cash, stock and the repayment of certain debt obligations. The merger agreement provides that at the closing of the merger,
Mr. Chapel will receive $24.0 million in our common stock calculated in accordance with the terms of the merger agreement and $33.6 million in cash. Mr. Chapel will be required to place $9.0 million of our common stock received as merger
consideration into escrow until eighteen months following closing. Technology Investment Capital Corp., or TICC, the holder of a warrant to purchase shares of AVIEL common stock, will have the right to acquire and receive, upon exercise of the its
warrant, $1.0 million of our common stock, calculated in accordance with the merger agreement, and $1.4 million in cash pursuant to the terms of the existing warrant agreement relating to TICCs warrant. TICC also holds approximately $14.5
million in outstanding debt securities issued by AVIEL that will be repaid upon closing of the merger. There are no other securityholders of AVIEL.



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##### Table of Contents

Consummation of the merger is subject to customary regulatory approvals, the approval of our shareholders
and certain other conditions, including that in the event that 20% or more of the outstanding stock (excluding, for this purpose, those shares of our common stock issued prior to our initial public offering on July 1, 2005) vote against our
proposed merger with AVIEL and exercise their conversion rights, the proposed merger will not be consummated. On October 6, 2006, the Company filed amended proxy materials concerning the proposed merger with the SEC. The Company plans to set the
date for the special meeting at which holders of the Companys common stock as of the close of business on December 1, 2006 may vote on the merger and to mail definitive proxy materials concerning the merger, upon gaining clearance from the
SEC. In light of such conditions, and the fact that we must complete a business combination by no later than January 1, 2007, we cannot assure you that we will be able to complete the proposed business combination with AVIEL.

For a more complete discussion of our proposed business combination, see our Current Report on Form 8-K (File No. 000-51340) filed on June 12,
2006, and our amended preliminary proxy statement on Schedule 14A (File No. 000-51340) filed with the Securities and Exchange Commission on October 6, 2006.

Critical Accounting Policies

The preparation of financial statements and related disclosures in conformity with generally
accepted accounting principles in the United States requires management to make estimates and assumptions that affect the reported consolidated amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the
financial statements, and revenues and expenses during the periods reported. Actual results could materially differ from those estimates. We have determined that we currently are not subject to any critical accounting policies.

Item 3. Quantitative and Qualitative Disclosures about Market Risk.

To date, our efforts have been limited
to organizational activities and activities relating to our initial public offering and the identification of and execution of a merger agreement with a target business; we have neither engaged in any operations nor generated any revenues. As the
proceeds from our initial public offering held in trust have been invested in short term investments, our only market risk exposure relates to fluctuations in interest rates.

As of September 30, 2006, approximately $125,891,000 of the net proceeds of our initial public offering was held in trust for the purposes of
consummating a business combination. As of September 30, 2006, the proceeds held in trust have been invested in a money market fund that invests primarily in short-term securities issued or guaranteed by the United States, and a money market
fund that invests primarily in tax exempt municipal bonds. As of September 30, 2006, the effective annualized interest rate payable on our investment was approximately 4%. Assuming no other changes to our holdings as of September, 2006, a 1%
decrease in the underlying interest rate payable on our investments as of September 30, 2006 would result in a decrease of approximately $1,259,000 in the interest earned on our investments for the following 90-day period, and a corresponding
decrease in our net increase in stockholders equity resulting from operations, if any, for that period.

We have not engaged in any
hedging activities since our inception on March 3, 2005. We do not expect to engage in any hedging activities with respect to the market risk to which we are exposed.

Item 4. Controls and Procedures.

As of September 30, 2006, we, including our Chief Executive
Officer, who also serves as our Principal Accounting Officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures. Based on that evaluation, the Chief Executive Officer, concluded that our disclosure
controls and procedures were effective in timely alerting management, including the Chief Executive Officer of material information about us required to be included in periodic Securities and Exchange Commission filings.

There have been no changes in our internal control over financial reporting since July 1, 2006 that have materially affected, or are reasonably
likely to materially affect, our internal control over financial reporting.

PART II  OTHER INFORMATION

Item 1. Legal Proceedings.

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



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##### Table of Contents

Item 1A. Risk Factors.

There have been no material changes from the risk factors set forth in Amendment 1
to our Preliminary Proxy Materials (000-51340) filed on October 6, 2006.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

We did not engage in any
unregistered sales of equity securities during the three months ended September 30, 2006.

On June 28, 2005, we commenced our
initial public offering of units, each consisting of one share of our common stock, par value $.0001 per share, and two warrants, each exercisable for one share of our common stock, pursuant to a registration statement on Form S-1 (File
No. 333-123382), which registration statement was declared effective on June 28, 2005. Wedbush Morgan Securities Inc. served as lead managing underwriter for our initial public offering, which closed on July 1, 2005. The net proceeds
from our initial public offering were approximately $110,800,000, after deducting offering expenses of approximately $800,000 and underwriting discounts of $8,400,000, including $1,200,000 evidencing the underwriters non-accountable expense
allowance of 1% of the gross proceeds of the initial public offering. As of July 1, 2005, $109,900,000 of this amount had been placed in trust for purposes of consummating a business combination, with approximately $900,000 remaining and
available to us for our activities in connection with identifying and conducting due diligence of a suitable business combination, and for general corporate matters.

On August 12, 2005, the underwriters for our initial public offering exercised their over-allotment option and purchased 2,000,000 additional units. The net proceeds from the exercise of the over-allotment option
was approximately $11,280,000, after deducting underwriting discounts of $720,000. All the net proceeds from the exercise of the over-allotment option have been placed in trust.

As of September 30, 2006, we have paid or incurred an aggregate of approximately $3,504,000 in expenditures, which have been or will be paid out of
the proceeds of our initial public offering not held in trust and our bank borrowings, for the following purposes:



| |  |  | repayment of the note payable to our initial stockholder, Mr. Royce, which loan was repaid in full, without interest, and cancelled;
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------



| |  |  | premiums associated with our directors and officers liability insurance;
| | - |  | ------------------------------------------------------------------------



| |  |  | for payment of federal and state taxes;
| | - |  | ---------------------------------------



| |  |  | expenses for due diligence and investigation of prospective target businesses;
| | - |  | ------------------------------------------------------------------------------



| |  |  | legal and accounting fees associated with the negotiation and execution of the merger agreement with AVIEL Systems, Inc.;
| | - |  | -------------------------------------------------------------------------------------------------------------------------



| |  |  | payment to Capitalink L.C. for preparing a fairness opinion;
| | - |  | ------------------------------------------------------------



| |  |  | legal and accounting fees relating to our SEC reporting obligations and our investigation of prospective target businesses; and
| | - |  | -------------------------------------------------------------------------------------------------------------------------------



| |  |  | for miscellaneous expenses.
| | - |  | ---------------------------

As of September 30,
2006, approximately $125,891,000 was held in trust and we had approximately $59,000 of unrestricted cash remaining and available to us for our activities in connection with identifying and conducting due diligence of a suitable business combination,
and for general corporate matters.

Item 3. Defaults upon Senior Securities.

Not applicable.

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

No matters were submitted to a vote of
stockholders during the quarter ended September 30, 2006.

Item 5. Other Information.

Wedbush Morgan Securities Inc. has agreed to supplement its option to purchase
up to a total of 1,000,000 units, consisting of one share of common stock and two warrants, at $7.50 per unit, for the purpose of clarifying that in no event will the holder of such option be entitled to receive a net cash settlement upon the
exercise of the option or the exercise of the warrants thereunder.



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##### Table of Contents

Item 6. Exhibits.



|     |  |                                                                                                                                                     
|---- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------
|3.1  |  | Amended and Restated Certificate of Incorporation *                                                                                                 
|     | 
|3.2  |  | By-laws **                                                                                                                                          
|     | 
|4.1  |  | Specimen Unit Certificate ***                                                                                                                       
|     | 
|4.2  |  | Specimen Common Stock Certificate **                                                                                                                
|     | 
|4.3  |  | Specimen Warrant Certificate (incorporated by reference from Exhibit 4.4) *                                                                         
|     | 
|4.4  |  | Form of Warrant Agreement entered into by and between The Bank of New York and the Registrant *                                                     
|     | 
|4.5  |  | Form of Purchase Option issued to Wedbush Morgan Securities Inc. *                                                                                  
|     | 
|4.6  |  | First Supplemental Warrant Agreement *******                                                                                                        
|     | 
|4.7  |  | Form of Purchase Option Clarification Agreement by and between the Registrant and Wedbush Morgan Securities Inc.                                    
|     | 
|10.1 |  | Form of Letter Agreement entered into by and between the Registrant and each of the Initial Stockholders ****                                       
|     | 
|10.2 |  | Form of Letter Agreement entered into by and between Wedbush Morgan Securities Inc. and each of the Initial Stockholders ***                        
|     | 
|10.3 |  | Form of Lock-up Agreement entered into by and between Wedbush Morgan Securities Inc. and each of the Initial Stockholders ***                       
|     | 
|10.4 |  | Form of Stock Transfer Agency Agreement entered into by and between The Bank of New York and the Registrant *                                       
|     | 
|10.5 |  | Form of Trust Agreement entered into by and between The Bank of New York and the Registrant *                                                       
|     | 
|10.6 |  | Form of Registration Rights Agreement entered into by and among the Registrant and each of the Initial Stockholders *                               
|     | 
|10.7 |  | Form of Warrant Purchase Commitment Agreement entered into by and between the Registrant and Charles Royce ***                                      
|     | 
|10.8 |  | Agreement and Plan of Merger dated June 9, 2006 entered into by and between the Registrant and AVIEL Systems, Inc. *****                            
|     | 
|10.9 |  | Amended, Restated and Substituted Promissory Note delivered by the Registrant to Wachovia Bank, National Association ******                         
|     | 
|31.1 |  | Certification of Chief Executive Officer and Principal Accounting Officer pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, as amended
|     | 
|32.1 |  | Certification of Chief Executive Officer and Principal Accounting Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002                 
|     | 
|99.1 |  | Audit Committee Charter *                                                                                                                           

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|* | Previously filed in connection with amendment no. 3 to TAC Acquisition Corp.s registration statement on Form S-1 (File No. 333-12382) filed on June 2, 2005.
|- | -------------------------------------------------------------------------------------------------------------------------------------------------------------

|** | Previously filed in connection with TAC Acquisition Corp.s registration statement on Form S-1 (File No. 333-123382) filed on March 17, 2005.
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------

|*** | Previously filed in connection with amendment no. 1 to TAC Acquisition Corp.s registration statement on Form S-1 (File No. 333-123382) filed on April 28, 2005.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------

|**** | Previously filed in connection with amendment no. 2 to TAC Acquisition Corp.s registration statement on Form S-1 (File No. 333-123382) filed on May 17, 2005.
|---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------

|***** | Previously filed in connection with TAC Acquisition Corp.s Current Report on Form 8-K (File No. 000-51340) filed on June 12, 2006.
|----- | -----------------------------------------------------------------------------------------------------------------------------------

|****** | Previously filed in connection with TAC Acquisition Corp.s Current Report on Form 8-K (File No. 000-51340) filed on July 28, 2006.
|------ | -----------------------------------------------------------------------------------------------------------------------------------

|******* | Previously filed in connection with TAC Acquisition Corp.s Quarterly Report on Form 10-Q (File No. 000-51340) filed on August 21, 2006.
|------- | ----------------------------------------------------------------------------------------------------------------------------------------



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##### Table of Contents

SIGNATURES

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



|                        |  |                       |  |                               
|----------------------- |  | --------------------- |  | ------------------------------
|Date: November 14, 2006 |  | TAC ACQUISITION CORP.
|                        |  |                      
|                        |  | By:                   |  | /s/ Jonathan H. Cohen         
|                        |  |                       |  | Jonathan H. Cohen             
|                        |  |                       |  | Chief Executive Officer       
|                        |  |                       |  | (Principal Accounting Officer)



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