**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**Washington,
      DC 20549**




**FORM 10-Q**




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




**For
      the quarterly period ended September 30, 2006**




**or**




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




**Commission
      file number: 000-51456**







**AD.VENTURE
      PARTNERS, INC.**


(Exact
      name of registrant as specified in its charter)





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





**(212)
      703-7241**


Registrant’s
      telephone number, including area code




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




Indicate
      by check mark whether the Registrant is an accelerated filer (as defined in
      Rule 12b-2 of the Exchange Act).     Yes o No **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 o




As
      of
      November 13, 2006, 11,249,997 shares of the registrant’s common stock, par value
      $0.001 per share, were outstanding.















**AD.VENTURE
      PARTNERS, INC.**




**Table
      of Contents**




**PART I
                - FINANCIAL INFORMATION****Item
                1. Financial Statements**Balance
                Sheets
            1Statements
                of Operations
            2Statement
                of Cash Flows
            3Notes
                to Consolidated Financial Statements
            4**Item
                2. Management’s Discussion and Analysis of Financial Condition and Results
                of Operations**
            9**Item
                3. Quantitative and Qualitative Disclosures about Market
                Risk**
            11**Item
                4. Controls and Procedures**
            11**PART II
                - OTHER INFORMATION****Item
                1. Legal Proceedings**
            12**Item
                2. Unregistered Sales of Equity Securities and Use of
                Proceeds**
            12**Item
                3. Defaults Upon Senior Securities**
            12**Item
                4. Submission of Matters to a Vote of Security
                Holders**
            12**Item
                5. Other Information**
            12**Item
                6. Exhibits**
            12**SIGNATURES**
            13








**PART I
      - FINANCIAL INFORMATION**




**Item
      1.****Financial
      Statements.**




**AD.VENTURE
      PARTNERS, INC.**


(a
      corporation in the development stage)




**BALANCE
      SHEETS**




**(UNAUDITED)**





**September
                30, 2006**
            
            **March
                31, 2006 (As Restated)****ASSETS**Current
                Assets:Cash
                and cash equivalents
            
            $
            149,076
            
            $
            579,029Prepaid
                expenses
            
            
            31,721
            
            
            72,488Total
                current assets
            
            $
            180,797
            
            $
            651,517Investments
                held in Trust Account
            
            
            51,893,803
            
            
            51,108,343Fixed
                assets, net of accumulated depreciation
            
            
            3,554
            
            
            4,062Total
                assets
            
            $
            52,078,154
            
            $
            51,763,922**LIABILITIES
                AND STOCKHOLDERS’ EQUITY**Current
                liabilitiesAccrued
                expenses
            
            $
            111,661
            
            $
            90,310Taxes
                payable
            
            
            14,000
            
            
            116,000Derivative
                liabilities
            
            
            7,914,887
            
            
            13,393,035Total
                current liabilities
            
            $
            8,040,548
            
            $
            13,599,345Common
                stock, and changes in Trust Account value attributable to shares
                subject
                to possible redemption, 1,799,100 shares at $5.60 per
                share
            
            
            10,378,012
            
            
            10,193,318**STOCKHOLDERS’
                EQUITY**Preferred
                stock — $.0001 par value, 1,000,000 shares authorized; 0 shares issued and
                outstanding
            
            
            —
            
            
            —Common
                stock — $.0001 par value, 50,000,000 shares authorized; 11,249,997 shares
                issued and outstanding (which includes 1,799,100 shares subject to
                possible redemption)
            
            
            1,125
            
            
            1,125Additional
                paid-in capital
            
            
            32,343,046
            
            
            32,343,046Retained
                earnings/ (deficit) accumulated during the development
                stage
            
            
            1,315,423
            
            
            (4,372,912
            )Total
                stockholders’ equity
            
            
            33,659,594
            
            
            27,971,259Total
                liabilities and stockholders’ equity
            
            $
            52,078,154
            
            $
            51,763,922






1





**AD.VENTURE
      PARTNERS, INC.**


(a
      corporation in the development stage)




**STATEMENTS
      OF OPERATIONS**




**(UNAUDITED)**




**Three
                Months Ended**
              **September
                30, 2006**
            
            **Three
                Months Ended**
              **September
                30, 2005**
              **(As
                Restated)**
            
            **Six
                Months Ended**
              **September
                30, 2006**
            
            **April
                7, 2005 (Date of Inception) Through**
              **September
                30, 2005**
              **(As
                Restated)**
            
            **April
                7, 2005 (Date of Inception) Through**
              **September
                30, 2006**Operating
                costs
            
            $
            (166,126
            )
            $
            (20,199
            )
            $
            (267,693
            )
            $
            (21,199
            )
            
            (481,486
            )Loss
                from operations
            
            
            (166,126
            )
            
            (20,199
            )
            
            (267,693
            )
            
            (21,199
            )
            
            (481,486
            )Gain
                (loss) from change in value of derivative liabilities
            
            
            701,714
            
            
            604,499
            
            
            5,478,147
            
            
            604,499
            
            
            815,584Other
                income—interest
            
            
            399,034
            
            
            74
            
            
            791,575
            
            
            74
            
            
            1,529,377Income
                before provision for income taxes
            
            
            934,622
            
            
            584,374
            
            
            6,002,029
            
            
            583,374
            
            
            1,863,475Provision
                for income taxes
            
            
            (65,000
            )
            
            -
            
            
            (129,000
            )
            
            -
            
            
            (245,000
            )Net
                income
            
            $
            869,622
            
            $
            584,374
            
            $
            5,873,029
            
            $
            583,374
            
            $
            1,618,475Weighted
                average number of shares outstanding—basic
            
            
            11,249,997
            
            
            5,282,606
            
            
            11,249,997
            
            
            3,891,173
            
            
            -Net
                income per share—basic
            
            $
            0.08
            
            $
            0.11
            
            $
            0.52
            
            $
            0.15
            
            
            -Weighted
                average number of shares outstanding—diluted
            
            
            12,916,059
            
            
            5,282,606
            
            
            12,916,059
            
            
            3,891,173
            
            
            -Net
                income per share—diluted
            
            $
            0.03
            
            $
            0.11
            
            $
            0.06
            
            $
            0.15
            
            
            -Pro
                Forma Adjustment:Interest
                income attributable to common stock subject to possible redemption
                (net of
                taxes of $0)
            
            $
            (79,767
            )
            $
            -
            
            $
            (184,694
            )
            $
            -
            
            
            -Pro
                forma net income attributable to common stockholders not subject
                to
                possible redemption
            
            $
            789,855
            
            $
            584,374
            
            $
            5,688,335
            
            $
            583,374
            
            
            -Pro
                forma weighted average number of shares outstanding, excluding shares
                subject to possible redemption—basic
            
            
            9,450,897
            
            
            4,676,387
            
            
            9,450,897
            
            
            3,563,102
            
            
            -Pro
                forma net income per share, excluding shares subject to possible
                redemption—basic
            
            $
            0.08
            
            $
            0.12
            
            $
            0.60
            
            $
            0.16
            
            
            -Pro
                forma weighted average number of shares outstanding, excluding shares
                subject to possible redemption—diluted
            
            
            11,116,959
            
            
            4,676,387
            
            
            11,116,959
            
            
            3,563,102
            
            
            -Pro
                forma net income per share, excluding shares subject to possible
                redemption—diluted
            
            $
            0.02
            
            $
            0.12
            
            $
            0.06
            
            $
            0.16
            
            
            -





2


**AD.VENTURE
      PARTNERS, INC.**


(a
      corporation in the development stage)




**STATEMENT
      OF CASH FLOWS**




**(UNAUDITED)**









**Six
                Months Ended**
              **September
                30, 2006**
            
            **April
                7, 2005 (Date of Inception) Through**
              **September
                30, 2005 (As Restated)**
            
            **April
                7, 2005 (Date of Inception) Through September 30,
                2006****Cash
                flows from operating activities:**Net
                income
            
            $
            5,873,029
            
            $
            583,374
            
            $
            1,618,475Adjustments
                to reconcile net income to net cash provided by (used in) operating
                activities:Depreciation
            
            
            508
            
            
            -
            
            
            1,522Gain/loss
                from change in value of derivative liabilities
            
            
            (5,478,148
            )
            
            (604,499
            )
            
            (815,584
            )Changes
                in operating assets and liabilitiesPrepaid
                expenses
            
            
            40,767
            
            
            (109,838
            )
            
            (31,721
            )Accrued
                expenses
            
            
            21,351
            
            
            1,000
            
            
            111,661Taxes
                payable
            
            
            (102,000
            )
            
            -
            
            
            14,000Net
                cash provided by (used in) operating
              activities
            
            
            355,507
            
            
            (129,963
            )
            
            898,353**Cash
                flows from investing activities:**Investments held
                in Trust Account
            
            
            (785,460
            )
            
            (50,380,000
            )
            
            (51,893,803
            )Purchase
                of property and equipment
            
            
            -
            
            
            -
            
            
            (5,077
            )Net
                cash used in investing activities
            
            
            (785,460
            )
            
            (50,380,000
            )
            
            (51,898,880
            )**Cash
                flows from financing activities:**Issuance
                of stock
            
            
            -
            
            
            51,293,918
            
            
            51,148,503Proceeds
                from notes payable to stockholder
            
            
            -
            
            
            150,000
            
            
            150,000Repayment
                of note payable to stockholder
            
            
            -
            
            
            (150,000
            )
            
            (150,000
            )Proceeds
                from sale of common stock to founders
            
            
            -
            
            
            1,000
            
            
            1000Proceeds
                from issuance of representative’s option
            
            
            -
            
            
            100
            
            
            100Net
                cash provided by financing activities
            
            
            -
            
            
            51,295,018
            
            
            51,149,603Net
                increase in cash and cash equivalents
            
            
            (429,953
            )
            
            785,055
            
            
            149,076Cash
                and cash equivalents—beginning of period
            
            
            579,029
            
            
            -
            
            
            -Cash
                and cash equivalents—end of period
            
            $
            149,076
            
            $
            785,055
            
            $
            149,076





3


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**




**Note
      A—Organization And Business Operations**




Ad.Venture
      Partners, Inc. (the “Company”) was incorporated in Delaware on April 7, 2005.
      The Company was formed to serve as a vehicle for the acquisition through a
      merger, capital stock exchange, asset acquisition or other similar business
      combination (the “Business Combination”) of one or more operating business in
      the technology, media or telecommunications industries. The Company has not
      generated revenue. The Company is considered to be in the development stage
      and
      is subject to the risks associated with activities of development stage
      companies. The Company has selected March 31 as its fiscal year
      end.




The
      financial information in this report has not been audited, but in the opinion
      of
      management, all adjustments (consisting of only normal recurring adjustments)
      considered necessary to present fairly such information have been included.
      Operating results for the interim period are not necessarily indicative of
      the
      results to be expected for the full year.




The
      registration statement for the Company’s initial public offering (the
“Offering”) (as described in Note D) was declared effective on August 25,
      2005. The Company consummated the Offering on August 31, 2005 and received
      net proceeds of approximately $51,190,000. The Company’s management has broad
      discretion with respect to the specific application of the net proceeds of
      the
      Offering, although substantially all of the net proceeds of the Offering are
      intended to be generally applied toward a Business Combination. Furthermore,
      there is no assurance that the Company will be able to successfully effect
      a
      Business Combination. Of the net proceeds, $50,380,000 was placed in a trust
      account (“Trust Account”) and invested in municipal money market funds until the
      earlier of (i) the consummation of the first Business Combination or
      (ii) the distribution of the Trust Account as described below. The
      remaining proceeds may be used to pay for business, legal and accounting due
      diligence on prospective acquisitions and continuing general and administrative
      expenses. The Company, after signing a definitive agreement for the acquisition
      of a target business, will submit such transaction for stockholder approval.
      In
      the event that holders of 20% or more of the shares issued in the Offering
      vote
      against the Business Combination, the Business Combination will not be
      consummated. However, the persons who were stockholders prior to the Offering
      (the “Initial Stockholders”) will participate in any liquidation distribution
      only with respect to any shares of the common stock acquired in connection
      with
      or following the Offering.




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




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




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




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




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




At
      September 30, 2006, the investments held in the Trust Account consist of
      tax-exempt municipal money market funds, and are treated as trading securities
      and recorded at their market value. The excess of market over cost is included
      in interest income in the accompanying statement of operations.




4






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




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




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




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




Under
      the
      provisions of EITF No. 00-19, a contract designated as an asset or a liability
      must be carried at fair value on a company’s balance sheet, with any changes in
      fair value recorded in the company’s results of operations. The fair value of
      these warrants and the unit purchase option are shown on the Company’s balance
      sheet and the changes in the values of these derivatives are shown in the
      Company’s consolidated statement of operations as Gain or (loss) from derivative
      liabilities. The
      Company determined the initial valuation of the warrants based upon the
      difference between the per-unit offering price of the units in the Offering
      and
      the discounted per-share amount placed into the Trust Account. It
      determined the valuation of the warrants at September 30, 2005 based upon
      the difference between the market price of the units and the discounted
      per-share amount placed into the Trust Account. Thereafter, since the warrants
      are quoted on the Over-the-Counter Bulletin Board, the fair value of the
      warrants was determined based on the market price of the warrants at the end
      of
      each period. To
      the
      extent that the market price increases or decreases, the Company’s derivative
      liability will also increase or decrease, impacting the Company’s consolidated
      statement of operations. As of September 29, 2006, the closing sale price for
      the warrants was $0.36, resulting in a total warrant liability of
      $6,480,000.




The
      Company has determined the fair values of the unit purchase option at September
      30, 2006 using a Black Scholes pricing model adjusted to include a separate
      valuation of the embedded warrants. The following assumptions were used for
      the
      Black Scholes pricing model: an expected life of 3.9 years, volatility of 72%
      and a risk-free rate of 4.61%. Valuations derived from this model are subject
      to
      ongoing verification and review. Selection of these inputs involves management’s
      judgment and may impact net income. The Company continues to base its volatility
      assumption on the five-year average historical stock prices of the same
      representative sample of 20 technology, media and telecommunications companies
      as used in its initial valuation. The volatility factor used in Black Scholes
      model has a significant effect on the resulting valuation of the derivative
      liabilities on the Company’s balance sheet. For the embedded warrants, we based
      the valuation on the closing sale price for the public warrants as of September
      29, 2006 adjusted by the percentage difference between the valuations obtained
      using a Black Scholes pricing model (with the same assumptions) for the public
      warrants and the embedded warrants.




5




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




Basic
      earnings-per-share is computed by dividing income available to common
      stockholders by the weighted-average number of common shares outstanding during
      the period. Diluted earnings per share is computed by dividing net income
      attributable to common stockholders by the weighted-average number of common
      shares outstanding during the period, increased to include the number of
      additional common shares that would have been outstanding if the dilutive
      potential common shares had been issued, by application of the treasury stock
      method. During the six months ended September 30, 2006, the dilutive potential
      common shares were not included in the computation of diluted loss per share,
      because the inclusion of convertible warrants would be anti-dilutive or because
      the exercise prices were greater than the average market prices of the common
      shares.


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


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


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




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




The
      Company recorded a deferred income tax asset for the tax effect of start-up
      costs and temporary differences, aggregating approximately $135,000. In
      recognition of the uncertainty regarding the ultimate amount of income tax
      benefits to be derived, the Company has recorded a full valuation allowance
      at
      September 30, 2006.




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




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




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




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




6




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




**Note
      D—Public Offering**




On
      August 31, 2005, the Company consummated an initial public offering of
      9,000,000 units (“Units”). Each Unit consists of one share of the Company’s
      common stock, $.0001 par value, and two warrants (“Warrants”). Each Warrant
      entitles the holder to purchase from the Company one share of common stock
      at an
      exercise price of $5.00. Each warrant is exercisable on the later of
      (a) the completion of a Business Combination or (b) August 25,
      2006 and expires on August 25, 2010. The Warrants are redeemable at a price
      of $0.01 per Warrant upon 30 days notice after the Warrants become
      exercisable, only in the event that the last sale price of the common stock
      is
      at least $8.50 per share for any 20 trading days within a 30 trading day period
      ending on the third day prior to the date on which notice of redemption is
      given.




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




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




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




As
      part
      of the Offering, the Company and the managing underwriters agreed that, within
      the first 45 calendar days after separate trading of the warrants commenced,
      the
      managing underwriters or certain of their principals, affiliates or designees
      would place bids for and, if their bids were accepted, spend up to $400,000
      to
      purchase warrants in the public marketplace at prices not to exceed $0.70 per
      warrant. The managing underwriters agreed that any warrants purchased by them
      or
      their affiliates or designees would not be sold or transferred until completion
      of a Business Combination by the Company. Additionally, the chief executive
      officer and the president agreed with the representative of the underwriters,
      that within the first 45 calendar days after separate trading of the warrants
      commenced, they or certain of their affiliates or designees would collectively
      place bids for, and if their bids were accepted, spend up to $1,600,000 to
      purchase warrants in the public marketplace at prices not to exceed $0.70 per
      warrant. The chief executive officer and president further agreed that any
      warrants purchased by them or their affiliates or designees will not be sold
      or
      transferred until the completion of a Business Combination. The units separated
      on October 10, 2005 and, within the time specified, management purchased
      3,794,403 warrants at an average price of $0.4216, and the underwriter purchased
      948,000 warrants at an average price of $0.4216.




7


**Note
      E—Notes Payable to Stockholder**




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




**Note
      F—related party transaction**




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




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




At
      September 30, 2006, 18,900,000 shares of stock were reserved for issuance upon
      exercise of redeemable warrants.





8


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




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




We
      were
      formed on April 7, 2005, for the purpose of acquiring, through a merger,
      capital stock exchange, asset acquisition or other similar business combination,
      one or more operating businesses in the technology, media or telecommunications
      industries.  Our initial business combination must be with a target
      business or businesses whose fair market value is at least equal to 80% of
      net
      assets at the time of such acquisition.  We intend to utilize cash derived
      from the proceeds of our recently completed public offering, our capital stock,
      debt or a combination of cash, capital stock and debt, in effecting a business
      combination.




Since
      our
      initial public offering, we have been actively engaged in sourcing a suitable
      business combination candidate. We have met with target companies, service
      professionals and other intermediaries to discuss our company, the background
      of
      our management and our combination preferences. In the course of these
      discussions, we have also spent time explaining the capital structure of the
      initial public offering, the combination approval process and the timeline
      under
      which we are operating before the proceeds of the offering are returned to
      investors.




Consistent
      with the disclosures in our prospectus, we have focused our search on companies
      in the technology, media or telecommunications industries. Overall, we would
      gauge the environment for target companies to be competitive and we believe
      that
      private equity firms and strategic buyers represent our biggest competition.
      Our
      management believes that many of the fundamental drivers of alternative
      investment vehicles like our company are becoming more accepted by investors
      and
      potential business combination targets; these include a difficult environment
      for initial public offerings, a cash-rich investment community looking for
      differentiated opportunities for incremental yield and business owners seeking
      new ways to maximize their shareholder value while remaining invested in the
      business. However, there can be no assurance that we will find a suitable
      business combination in the allotted time.




RESULTS
      OF OPERATIONS




*Net
      Income*




For
      the
      three months ended September 30, 2006, we had net income of approximately
      $870,000, consisting primarily of interest income of $399,034 related to the
      cash held in our trust account and gain on derivative liabilities of $701,714,
      as compared to a net
      income of $584,374 derived from interest earned on the cash held in our trust
      account and gain on derivative liabilities of $604,499 for the same period
      the
      previous year.




For
      the
      six months ended September 30, 2006, we
      had
      net income of approximately $ 5,873,000 ,
      derived
      from the gain on derivative liabilities resulting from a decrease in the fair
      market value of our warrants outstanding, net of interest income less operating
      expenses and taxes, as compared to income of $583,374 derived primarily from
      formation and operating costs and gain on derivative liabilities of $604,499
      for
      the period from April 7, 2005 (inception) through September 30,
      2005.




9




For
      the
      period from April 7, 2005 (inception) through September 30, 2006, we
      had
      net income of approximately $1,618,000, derived from the gain on derivative
      liabilities resulting from a decrease in the fair market value of our warrants
      outstanding, net of interest income less operating expenses and
      taxes.




LIQUIDITY
      AND CAPITAL RESOURCES




On
      August 31, 2005, we consummated our initial public offering of 9,000,000
      units.  Each unit consists of one share of common stock and two
      warrants.  Each warrant entitles the holder to purchase from us one share
      of our common stock at an exercise price of $5.00.  Our common stock and
      warrants started trading separately as of October 10, 2005. The net
      proceeds from the sale of our units, after deducting certain offering expenses
      of approximately $650,000, and an underwriting discount of approximately
      $2,160,000, were approximately $51,190,000. Of this amount, $50,380,000 was
      placed into a trust account and the remaining proceeds are available to be
      used
      by us to provide for business, legal and accounting due diligence on prospective
      acquisitions and to pay for continuing general and administrative expenses.
      As
      of September 30,
      2006,
      we had approximately $51,894,000 of proceeds available for such uses. In
      addition, at September 30, 2006, we had $149,076 in cash available to fund
      the
      expenses of consummating a merger.




Since
      our
      initial public offering we have expended approximately $500,000 of the funds
      held outside of our trust account. In addition to amounts spent on legal and
      accounting due diligence on prospective acquisitions, we have spent significant
      amounts on legal and accounting fees related to our SEC reporting obligations
      as
      well as on continuing general and administrative expenses.




We
        expect
        to use substantially all of the net proceeds of this offering to acquire
        a
        target business, including identifying and evaluating prospective acquisition
        candidates, selecting the target business and structuring, negotiating and
        consummating the business combination. To the extent that our capital stock
        is
        used in whole or in part as consideration to effect a business combination,
        the
        proceeds held in the trust account as well as any other net proceeds not
        expended will be used to finance the operations of the target business. We
        do
        not have sufficient funds remaining outside of the trust account to fund
        legal,
        accounting and due diligence expenses in connection with a business combination
        or to fund our ordinary course operations through August 31, 2007. While
        we
        believe the cash available outside of the trust account should be sufficient
        to
        fund our ordinary course expenses through February 28, 2007, we will likely
        need
        to raise additional capital to pay for, or defer payment of all or a significant
        portion of, any expenses we may incur in connection with a business combination, We
        may
        not be able to obtain additional financing, and neither our management nor
        any
        of our existing stockholders is obligated to provide any additional financing
        (except as described below). If we do not have sufficient proceeds and cannot
        find additional financing, we may be required to commence proceedings to
        dissolve and liquidate prior to consummating a business combination. Until we
        enter into a business combination, the company expects to use its available
        resources for general working capital as well as legal, accounting and due
        diligence expenses for structuring and negotiating a business combination
        and
        legal and accounting fees relating to our SEC reporting
        obligations.
  Howard S.
        Balter, our chairman of the board and chief executive officer, and Ilan M.
        Slasky, our president, secretary and director, have agreed pursuant to an
        agreement with us and Wedbush Morgan Securities Inc. that, if we liquidate
        prior
        to the consummation of a business combination, they will be personally liable
        to
        ensure that the proceeds of the trust account are not reduced by the claims
        of
        vendors for services rendered or products sold to us, or claims by any target
        businesses with which we have entered into a letter of intent, confidentiality
        agreement or other written agreement, in each case to the extent the payment
        of
        such debts or obligations actually reduces the amount of funds in the trust
        account. However, we cannot assure you that Messrs. Balter and Slasky will
        be able to satisfy those obligations.
  Following
        the consummation of the initial public offering, we cancelled the office
        service
        agreement with Innovation Interactive, LLC, which was an affiliate of Messrs.
        Balter and Slasky. Following cancellation of that arrangement, we relocated
        our
        office and entered into an informal agreement with an unrelated third party
        whereby we pay base rent of $2,058 per month, on a month-to-month basis,
        in
        exchange for office space and certain administrative
        services.




As
      of
      September 30, 2006, the proceeds in the trust account were invested in money
      market funds composed of either primarily short-term securities issued or
      guaranteed by the U.S. government or tax-exempt municipal bonds.




*Off-Balance
      Sheet Arrangements*




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




10


*Contractual
      Obligations*




In
      connection with the initial public offering, we agreed to pay the underwriters
      additional underwriting fees and expenses of $1,620,000 upon the consummation
      of
      our initial business combination. We expect that such fees and expenses will
      be
      paid out of the proceeds in the trust account. Of such fees and expenses,
      $1,080,000 constitute additional underwriting fees and $540,000 constitutes
      an
      additional non-accountable expense allowance.




**Item
      3.**  **Quantitative
      and Qualitative Disclosures About Market Risk.**




Market
      risk is the sensitivity of income to changes in interest rates, foreign
      exchanges, commodity prices, equity prices and other market-driven rates or
      prices. We are not presently engaged in and, if a suitable business target
      is
      not identified by us prior to the prescribed liquidation date of the trust
      account, we may not engage in, any substantive commercial business. Accordingly,
      we are not and, until such time as we consummate a business combination, we
      will
      not be, exposed to risks associated with foreign exchange rates, commodity
      prices, equity prices or other market-driven rates or prices. The net proceeds
      of our initial public offering held in the trust account have been invested
      only
      in money market funds meeting conditions of the Investment Company Act of 1940.
      Given our limited risk in our exposure to money market funds, we do not view
      the
      interest rate risk to be significant.




**Item
      4.****Controls
      and Procedures.**




Our
      management carried out an evaluation, with the participation of our chief
      executive officer (principal executive officer) and our president (principal
      financial and accounting officer), of the effectiveness of our disclosure
      controls and procedures as of September 30, 2006. Based upon that
      evaluation, our chief executive officer and president concluded that our
      disclosure controls and procedures were effective to ensure that information
      required to be disclosed by us in reports that we file or submit under the
      Securities Exchange Act of 1934 is recorded, processed, summarized, and reported
      within the time periods specified in the rules and forms of the Securities
      and Exchange Commission. However, based on a review of relevant accounting
      literature and comments received from and discussions with the staff of the
      SEC
      and in consultation with Eisner, we determined that we needed to reclassify
      certain amounts in our financial statements to report the warrants and the
      unit
      purchase option as derivative liabilities. As a result of this determination,
      we
      have restated our financial statements for the period April 7, 2005 (inception)
      to August 31, 2005, the quarterly periods ended September 30, 2005, December
      31,
      2005 and June 30, 2006, and the period from April 7, 2005 (inception) to March
      31, 2006. Management has determined that the failure to properly classify such
      derivative liabilities was not due to a deficiency in disclosure controls and
      procedures but rather the result of an interpretation of the requirements
      imposed by EITF No. 00-19.




There
      has
      not been any change in our internal control over financial reporting in
      connection with the evaluation required by Rule 13a-15(d) under the
      Exchange Act that occurred during the quarter ended September 30, 2006,
      that has materially affected, or is reasonably likely to materially affect,
      our
      internal control over financial reporting. Our management reached this
      conclusion despite its finding that our financial statements should be restated
      because the determination concerning the classification of the warrants and
      the
      unit purchase option involves complex area of accounting literature that is
      continuously evolving.




11


**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.




**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.




**Item
      3.**  **Defaults
      Upon Senior Securities.**




Not
      applicable.




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




Not
      applicable.




**Item
      5.**  **Other
      information.**




Not
      applicable.




**Item
      6.** **Exhibits.**




31.1
            Section 302
                Certification of Chief Executive Officer31.2
            Section 302
                Certification of Chief Financial Officer32.1
            Section 906
                Certification




12




**SIGNATURES**




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




**AD.VENTURE
                PARTNERS, INC.**Date:
                November 14, 2006
            By:
            /s/ Howard
              S.
              BalterHoward
              S. Balter*Chairman
              and
              Chief Executive**Officer
                (Principal Executive Officer)*


By:
            /s/ Ilan
              M. SlaskyIlan
              M. Slasky*President
              and Secretary (Principal Financial and**Accounting
              Officer)*




13