**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 June 30, 2007**




**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.)**c/o
                Cooley Godward Kronish LLP**
              **The
                Grace Building**
              **1114
                Avenue of the Americas**
              **New
                York, New York**
            
            **10036**(Address
                of principal executive
              offices)
            
            (Zip
                Code)





**(212)
      682-5357**


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
      August 13, 2007, 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**
            11**Item
                3. Quantitative and Qualitative Disclosures about Market
                Risk**
            13**Item
                4. Controls and Procedures**
            13**PART II
                - OTHER INFORMATION****Item
                1. Legal Proceedings**
            14**Item
                1A. Risk Factors**
            14**Item
                2. Unregistered Sales of Equity Securities and Use of
                Proceeds**
            22**Item
                3. Defaults Upon Senior Securities**
            22**Item
                4. Submission of Matters to a Vote of Security
                Holders**
            22**Item
                5. Other Information**
            22**Item
                6. Exhibits**
            22**SIGNATURES**
            23











**PART I
      - FINANCIAL INFORMATION**




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




**AD.VENTURE
      PARTNERS, INC.**


(a
      corporation in the development stage)




**BALANCE
      SHEETS**




**June
                    30, 2007**
                  **(Unaudited)**
                
                **March
                    31, 2007****ASSETS**Current
                    assets:Cash
                    and cash equivalents
                
                $
                100,546
                
                $
                15,163Prepaid
                    expenses
                
                
                5,000
                
                
                5,000Taxes
                    receivable
                
                
                229,553
                
                
                248,537Total
                    current assets
                
                
                335,099
                
                
                268,700Investments
                    held in Trust Account
                
                
                52,666,307
                
                
                52,338,250Fixed
                    assets, net of accumulated depreciation
                
                
                2,792
                
                
                3,046Total
                    assets
                
                $
                53,004,198
                
                $
                52,609,996**LIABILITIES
                    AND STOCKHOLDERS’ EQUITY**Current
                    liabilities:Accrued
                    expenses
                
                $
                858,641
                
                $
                932,865Taxes
                    payable
                
                
                72,308
                
                
                0Derivative
                    liabilities
                
                
                10,821,602
                
                
                7,934,799Notes
                    payable to Stockholders
                
                
                900,000
                
                
                200,000Total
                    current liabilities
                
                
                12,652,551
                
                
                9,067,664Common
                    stock, and changes in Trust Account value attributable to shares
                    subject
                    to possible redemption, 1,799,100 shares
                
                
                10,625,561
                
                
                10,539,882**STOCKHOLDERS’
                    EQUITY**Preferred
                    stock — $0.0001 par value; 1,000,000 shares authorized; 0 shares issued
                    and outstanding
                
                
                0
                
                
                0Common
                    stock — $0.0001 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 development stage
                
                
                (2,618,085
                )
                
                658,279Total
                    stockholders’ equity
                
                
                29,726,086
                
                
                33,002,450Total
                    liabilities and stockholders’ equity
                
                $
                53,004,198
                
                $
                52,609,996
  1





**AD.VENTURE
      PARTNERS, INC.**


(a
      corporation in the development stage)




**STATEMENTS
      OF OPERATIONS**




**(UNAUDITED)**




**Three
                Months Ended**
              **June
                30, 2007**
            
            **Three
                Months Ended**
              **June
                30, 2006**
            
            **April
                7, 2005 (Date of Inception) Through**
              **June
                30, 2007**Operating
                costs
            
            $
            (597,910
            )
            $
            (101,567
            )
            $
            (2,234,646
            )Loss
                from operations
            
            
            (597,910
            )
            
            (101,567
            )
            
            (2,234,646
            )Income
                (loss) from derivative liabilities
            
            
            (2,886,803
            )
            
            4,776,433
            
            
            (2,091,130
            )Other
                income—interest
            
            
            428,611
            
            
            392,541
            
            
            2,770,218Income
                (loss) before provision for income taxes
            
            
            (3,056,102
            )
            
            5,067,407
            
            
            (1,555,558
            )Provision
                for income taxes
            
            
            134,583
            
            
            (64,000
            )
            
            511,926Net
                income (loss)
            
            $
            (3,190,685
            )
            $
            5,003,407
            
            $
            (2,067,484
            )Weighted
                average number of shares outstanding—basic
            
            
            11,249,997
            
            
            11,249,997
            
            
            —Net
                income (loss) per share—basic
            
            $
            (0.28
            )
            $
            0.44
            
            
            —Weighted
                average number of shares outstanding—diluted
            
            
            11,249,997
            
            
            12,935,798
            
            
            —Net
                income (loss) per share—diluted
            
            $
            (0.28
            )
            $
            0.04
            
            
            —Pro
                Forma Adjustment:Interest
                income attributable to common stock subject to possible redemption
                (net of
                taxes $0)
            
            $
            (85,679
            )
            $
            (104,927
            )
            $
            (550,601
            )Pro
                forma net income (loss) attributable to common stockholders not subject
                to
                possible redemption
            
            $
            (3,276,364
            )
            $
            4,898,480
            
            $
            (2,618,085
            )Pro
                forma weighted average number of shares outstanding, excluding shares
                subject to possible redemption—basic
            
            
            9,450,897
            
            
            9,450,897
            
            
            —Pro
                forma net income (loss) per share, excluding shares subject to possible
                redemption—basic
            
            $
            (0.35
            )
            $
            0.52
            
            
            —Pro
                forma weighted average number of shares outstanding, excluding shares
                subject to possible redemption—diluted
            
            
            9,450,897
            
            
            11,136,698
            
            
            —Pro
                forma net income (loss) per share, excluding shares subject to possible
                redemption—diluted
            
            $
            (0.35
            )
            $
            0.04
            
            
            —





2





**AD.VENTURE
      PARTNERS, INC.**


(a
      corporation in the development stage)




**STATEMENT
      OF CASH FLOWS**




**(UNAUDITED)**




**Three
                Months Ended**
              **June
                30, 2007**
            
            **Three
                Months Ended**
              **June
                30, 2006**
            
            **April
                7, 2005 (Date of Inception) Through June 30, 2007****Cash
                flows from operating activities:**Net
                income (loss)
            
            $
            (3,190,685
            )
            $
            5,003,407
            
            $
            (2,067,484
            )Adjustments
                to reconcile net income (loss) to net cash provided by operations:Loss
                (gain) from derivative liabilities
            
            
            2,886,803
            
            
            (4,776,433
            )
            
            2,091,130Depreciation
            
            
            254
            
            
            254
            
            
            2,285Changes
                in operating assets and liabilities:Prepaid
                expenses
            
            
            —
            
            
            19,615
            
            
            (5,000
            )Taxes
                receivable
            
            
            18,984
            
            
            —
            
            
            (229,553
            )Accrued
                expenses
            
            
            (74,224
            )
            
            (33,042
            )
            
            858,641Taxes
                payable
            
            
            72,308
            
            
            (52,000
            )
            
            72,308Net
                cash provided by (used in) operating activities
            
            
            (286,560
            )
            
            161,801
            
            
            722,327**Cash
                flows from investing activities:**Cash
                held in Trust Account
            
            
            (328,057
            )
            
            (388,641
            )
            
            (52,666,307
            )Purchases
                of property and equipment
            
            
            —
            
            
            —
            
            
            (5,077
            )Net
                cash used in investing activities
            
            
            (328,057
            )
            
            (388,641
            )
            
            (52,671,384
            )**Cash
                flows from financing activities:**Issuance
                of stock
            
            
            —
            
            
            —
            
            
            51,148,503Proceeds
                from sale of common stock to founders
            
            
            —
            
            
            —
            
            
            1,000Proceeds
                from issuance of representative’s option
            
            
            —
            
            
            —
            
            
            100Proceeds
                from notes payable to stockholder
            
            
            700,000
            
            
            —
            
            
            1,050,000Repayment
                of notes payable to stockholders
            
            
            —
            
            
            —
            
            
            (150,000
            )Net
                cash provided by financing activities
            
            
            700,000
            
            
            —
            
            
            52,049,603Net
                increase in cashand
                cash equivalents
            
            
            85,383
            
            
            (226,840
            )
            
            100,546Cash
                and cash equivalents, beginning of period
            
            
            15,163
            
            
            579,029
            
            
            —Cash
                and cash equivalents, end of period
            
            $
            100,546
            
            $
            352,189
            
            $
            100,546**Supplemental
              disclosure of cash flow information:**Cash
                paid for income taxes
            
            $
            99,775
            
            $
            116,000
            
            $
            702,555





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 C) was declared effective on August 25,
      2005. The Company consummated the Offering on August 31, 2005 and received
      net proceeds of approximately $51.2 million. Of the net proceeds, $50,380,000
      was placed in a trust account (“Trust Account”) and invested in mutual funds and
      municipal money market funds until the earlier of (i) the consummation of the
      first Business Combination or (ii) the distribution of the Trust Account as
      described below. The proceeds of the offering not held in the trust account
      have
      been used by the Company to pay offering expenses and operating expenses,
      including expenses incurred in connection with its pursuit of the proposed
      Arrangement with 180 Connect Inc. (as described in Note G) and other potential
      business combinations. Except for amounts released to pay taxes on interest
      earned on the trust account, the funds in the Trust Account will not be released
      until the earlier of the completion of the arrangement or the Company’s
      dissolution and liquidation.




In
      the
      event that the Company does not consummate the Arrangement by August 31, 2007,
      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 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]**
            **Investments
                held in Trust Account:**




At
      June
      30, 2007, the investments held in the Trust Account consisted of tax-exempt
      municipal money market funds, and are treated as trading securities and recorded
      at their market value. The excess of market over cost is included in interest
      income in the accompanying statement of operations.




**[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 C below) should be classified as a derivative
      liability.




4




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




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




Under
      the
      provisions of EITF No. 00-19, a contract designated as an asset or a liability
      must be carried at fair value on a company’s balance sheet, with any changes in
      fair value recorded in the company’s results of operations. The fair value of
      these warrants and the unit purchase option are shown on 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 (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. The Company
      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 June 30, 2007, the closing sale price for the
      warrants was $0.53, resulting in a total warrant liability of
      $9,540,000.




The
      Company determined the fair value of the unit purchase option at June 30, 2007
      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 3.16 years, volatility of 63% and a risk-free
      rate of 4.89%. Valuations derived from this model are subject to ongoing
      internal and external verification and review. Selection of these inputs
      involves management’s judgment and may impact net income (loss). The Company
      continues to base its volatility assumption on the five-year average historical
      stock prices of the same representative sample of 20 technology, media and
      telecommunications companies as used in its initial valuation. The volatility
      factor used in Black Scholes model has a significant effect on the resulting
      valuation of the derivative liabilities on the Company’s balance sheet. For the
      embedded warrants, the Company based the valuation on the closing sale price
      for
      the public warrants as of June 30, 2007 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.




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




Basic
      earnings per share is computed by dividing net income or loss attributable
      to
      common stockholders by the weighted average number of common shares outstanding
      for the period. Diluted earnings per share is computed by dividing net income
      attributable to common stockholders by the weighted average number of common
      shares outstanding during the period, increased to include the number of
      additional common shares that would have been outstanding if the dilutive
      potential common shares had been issued, by application of the treasury stock
      method. During the three months ended June 30, 2007, 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




**[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 $662,000. 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
      June 30, 2007.




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




The
      Company has taxes receivable amounting to $229,553 which
      represent overpayment of income taxes.




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




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





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




6




In
      September 2006, FASB issued SFAS No. 157, *Fair Value Measurement*(SFAS
      157"). SFAS 157 defines "fair value", establishes a framework for measuring
      fair value and expands disclosures about fair value measurements. SFAS 157
      applies under other accounting pronouncements that require or permit fair value
      measurements and is effective for fiscal years beginning after November 15,
      2007. The Company is currently assessing the effect of SFAS 157 and has not
      yet
      determined the impact of SFAS 157 on the Company's financial position or results
      of operations.




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





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




7




**Note
      C—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.




8




**Note
      D—Notes Payable to Stockholders**




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




On
      January 29, 2007, the Company entered into notes with Messrs. Balter and Slasky
      pursuant to which Messrs. Balter and Slasky may loan such amounts as are
      necessary to fund the obligations incurred by the Company in connection with
      its
      business. The loans bear no interest and are payable on demand or upon
      consummation of a business combination. The Company has agreed to reimburse
      Messrs. Balter and Slasky for any tax liabilities they may incur as a result
      of
      any imputed interest income related to the notes. As of August 10, 2007, Messrs.
      Balter and Slasky had loaned an aggregate of $900,000 to the
      Company.




**Note
      E—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 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 (see Note H).




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




At
      June
      30, 2007, 18,900,000 shares of stock were reserved for issuance upon exercise
      of
      redeemable warrants.





**Note
      G—Proposed Business Combination**





The
      Company is proposing to engage in a Business Combination with 180 Connect Inc.,
      a corporation organized under the laws of Canada (“180 Connect”), pursuant to
      which the Company will indirectly acquire all of 180 Connect’s outstanding
      shares and 180 Connect will thereby become the Company’s indirect subsidiary.
      The combination will be carried out pursuant to an arrangement under a plan
      of
      arrangement pursuant to the Canada Business Corporations Act as set forth in
      the
      arrangement agreement dated March 13, 2007, as amended by amendment no. 1
      thereto dated as of July 2, 2007 and further amended by amendment no. 2 thereto
      effective as of August 6, 2007 (the “Arrangement Agreement”), among the Company,
      180 Connect and 6732097 Canada Inc., a corporation incorporated under the laws
      of Canada and the Company’s indirect wholly-owned subsidiary (“Purchaser”),
      whereby Purchaser will acquire all the outstanding 180 Connect common shares
      in
      exchange for either shares of the Company’s common stock, exchangeable shares of
      Purchaser or a combination of shares of the Company’s common stock and
      exchangeable shares of Purchaser (the “Arrangement”). The exchangeable shares
      will entitle the holders to dividends and other rights that are substantially
      economically equivalent to those of holders of the Company’s common stock and
      holders of exchangeable shares will also have the right, through the voting
      and
      exchange trust agreement, to vote at meetings of the Company’s stockholders. In
      addition, as part of the arrangement, all outstanding options to purchase 180
      Connect common shares will be exchanged for options to purchase the Company’s
      common stock. The Company’s will also assume all of 180 Connect’s obligations
      pursuant to 180 Connect’s outstanding warrants, stock appreciation rights and
      convertible debentures. If the arrangement is completed, 180 Connect will be
      the
      Company’s indirect subsidiary and the Company will change its name to 180
      Connect Inc.




The
      Company’s Registration Statement on Form S-4 registering the shares of the
      Company’s common stock issuable upon exchange of the exchangeable shares was
      declared effective by the Securities and Exchange Commission on August 9, 2007,
      and the proxy statement/prospectus relating to the Arrangement and certain
      other
      matters was mailed to the Company’s securityholders on August 10, 2007. At a
      special meeting in lieu of annual meeting of the Company’s stockholders,
      scheduled for August 24, 2007, the Company’s stockholders will vote on whether
      to adopt the Arrangement Agreement and approve the Arrangement with 180 Connect.
      In the event that holders of 20% or more of the shares issued in the Offering
      vote against the Arrangement, the Arrangement 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.




9




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





**Note
      H—Subsequent Events**





On
      July
      31, 2007, the Company cancelled its informal agreement for rental of office
      space and certain administrative services.





As
      described in Note G, the arrangement agreement with 180 Connect, dated March
      13,
      2007, was amended by amendment no. 1 thereto on July 2, 2007 and further amended
      by amendment no. 2 thereto effective August 6, 2007.





On
      August
      7, 2007, the 180 Connect shareholders and optionholders voted to approve the
      arrangement of 180 Connect.





10





**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 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.




We
      are
      proposing to engage in a business combination with 180 Connect Inc., a
      corporation organized under the laws of Canada (“180 Connect”), pursuant to
      which we will indirectly acquire all of 180 Connect’s outstanding shares and 180
      Connect will thereby become our indirect subsidiary. The combination will be
      carried out pursuant to an arrangement under a plan of arrangement pursuant
      to
      the Canada Business Corporations Act as set forth in the arrangement agreement
      dated March 13, 2007, as amended by amendment no. 1 thereto dated as of July
      2,
      2007 and further amended by amendment no. 2 thereto effective as of August
      6,
      2007, among us, 180 Connect and 6732097 Canada Inc., a corporation incorporated
      under the laws of Canada and our indirect wholly-owned subsidiary (“Purchaser”),
      whereby Purchaser will acquire all the outstanding 180 Connect common shares
      in
      exchange for either shares of our common stock, exchangeable shares of Purchaser
      or a combination of shares of our common stock and exchangeable shares of
      Purchaser. The exchangeable shares will entitle the holders to dividends and
      other rights that are substantially economically equivalent to those of holders
      of our common stock and holders of exchangeable shares will also have the right,
      through the voting and exchange trust agreement, to vote at meetings of our
      stockholders. In addition, as part of the arrangement, all outstanding options
      to purchase 180 Connect common shares will be exchanged for options to purchase
      our common stock. We will also assume all of 180 Connect’s obligations pursuant
      to 180 Connect’s outstanding warrants, stock appreciation rights and convertible
      debentures. If the arrangement is completed, 180 Connect will be our indirect
      subsidiary and we will change our name to 180 Connect Inc.




RESULTS
      OF OPERATIONS




*Net
      Income (Loss)*




For
      the
      three months ended June 30, 2007, we had a net loss of approximately $3,191,000
      derived primarily from a loss on derivative liabilities of $2,886,803 resulting
      from an increase in the fair market value of our warrants
      outstanding ,
      as
      compared to net income of
      approximately $5.0 million derived from interest income of approximately
      $393,000 and a gain on derivative liabilities of approximately $4.8 million
      for
      the same period in the previous year.




11




For
      the
      period from April 7, 2005 (inception) through June 30, 2007, we
      had
      net loss of approximately $2,067,000, derived from the loss on derivative
      liabilities resulting from an increase in the fair market value of our warrants
      outstanding, net of interest income less operating expenses and taxes, as
      compared to income of $748,853 for the period from April 7, 2005 (inception)
      through June 30, 2006.




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.
      In
      December 2006 and April 2007, we withdrew $58,500 and $75,000, respectively,
      from the trust account for the payment of income taxes on the interest income
      of
      the trust account.




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




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




*Off-Balance
      Sheet Arrangements*




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




*Contractual
      Obligations*




We
      had no
      long-term liabilities as of June 30, 2007.




12




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




On
      January 29, 2007, we entered into notes with each of Messrs. Balter and Slasky
      pursuant to which Messrs. Balter and Slasky may loan such amounts as are
      necessary to fund the obligations incurred by us in connection with our
      business. As of August 10, 2007, Messrs. Balter and Slasky have loaned us an
      aggregate of $900,000. The loans are payable on demand or upon consummation
      of a
      business combination, and we will reimburse Messrs. Balter and Slasky for any
      tax liabilities they may incur as a result of any imputed interest income
      related to the notes.




On
      March
      13, 2007, we entered into the arrangement agreement with 180 Connect, which
      was
      subsequently amended by amendment no. 1 thereto dated July 2, 2007 and amendment
      no. 2 thereto effective August 6, 2007, pursuant to which we intend to issue
      approximately 20.1 million shares of our common stock and/or exchangeable shares
      to the shareholders of 180 Connect. We have also agreed to exchange all
      outstanding options to purchase 180 Connect common shares for options to
      purchase our common stock and to assume all outstanding stock appreciation
      rights of 180 Connect and outstanding warrants to purchase common shares of
      180
      Connect in connection with the arrangement.




Following
      the consummation of our initial public offering, we cancelled the office service
      agreement with Innovation Interactive, LLC, which was an affiliate of Howard
      S.
      Balter, our chairman of the board and chief executive officer, Ilan M. Slasky,
      our president, secretary and director. Following cancellation of that
      arrangement, we relocated our office and entered into an informal agreement
      with
      an unrelated third party whereby we paid base rent of $2,058 per month, on
      a
      month-to-month basis, in exchange for office space and certain administrative
      services. On July 31, 2007, we cancelled our informal agreement for rental
      of
      office space and certain administrative services and do not anticipate making
      alternate office space arrangements until the arrangement has been
      consummated.




**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 any substantive commercial business.
      Accordingly, we are not and, until we consummate the arrangement, we will not
      be, exposed to risks associated with foreign exchange rates, commodity prices,
      equity prices or other market-driven rates or prices. 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 June 30, 2007. 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.
      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 June 30, 2007, that has
      materially affected, or is reasonably likely to materially affect, our internal
      control over financial reporting.




13




**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
      1A. Risk Factors.**




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




**Risks
      associated with our business**




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




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




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




Pursuant
      to our Amended and Restated Certificate of Incorporation, we must liquidate
      and
      dissolve if we do not complete the proposed arrangement by August 31, 2007.
      If
      we dissolve and liquidate before we consummate a business combination and
      distribute the proceeds deposited in our trust account, our public stockholders
      will receive less than the unit offering price in the initial
      public offering of $6.00
      and our warrants will expire worthless. Because we have expended all of the
      net
      proceeds of the initial
      public offering ,
      other
      than the proceeds deposited in the trust account, the per-share liquidation
      price, based on the funds in the trust account as of June 30, 2007, would be
      $5.85 or $0.15 less than the per unit offering price in our initial
      public offering of
      $6.00, assuming that amount was not further reduced by taxes payable in respect
      of interest earned on such funds and claims of creditors. We cannot assure
      you
      that the actual per-share liquidation price will not be less than $5.85 per
      share. In the event that our board of directors recommends and our stockholders
      approve our dissolution and the distribution of our assets and it is
      subsequently determined that our reserves for claims and liabilities to third
      parties are insufficient, stockholders who receive funds from our trust account
      could be liable to creditors in an amount up to the amount of the funds
      received.




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




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




14




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




We
      currently believe that our dissolution and any plan of distribution subsequent
      to the expiration of the required time frames for the consummation of a business
      combination would proceed in approximately the following manner:




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




•
            upon
                such deadline, we would file our preliminary proxy statement/prospectus
                with the SEC;




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




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




In
      the
      event we seek stockholder approval for our dissolution and plan of distribution
      and do not obtain such approval, we would nonetheless continue to pursue
      stockholder approval for our dissolution. These procedures, or a vote to reject
      our dissolution and any plan of distribution by our stockholders, may result
      in
      substantial delays in the liquidation of our trust account to our public
      stockholders as part of our dissolution and plan of distribution. Furthermore,
      creditors may seek to interfere with the distribution of the trust account
      pursuant to federal or state creditor and bankruptcy laws, which could delay
      the
      actual distribution of such funds or reduce the amount ultimately available
      for
      distribution to our public stockholders. If we are forced to file a bankruptcy
      case or an involuntary bankruptcy case is filed against us which is not
      dismissed, the funds held in our trust account will be subject to applicable
      bankruptcy law and may be included in our bankruptcy estate and senior to claims
      of our public stockholders. To the extent bankruptcy claims deplete the trust
      account, we cannot assure you we will be able to return to our public
      stockholders the liquidation amounts due to them. Accordingly, the actual
      per-share amount distributed from the trust account to our public stockholders
      could be significantly less than approximately $5.85 per share due to taxes
      payable in respect of interest earned on the funds held in the trust account
      and
      claims of creditors. Any claims by creditors could cause additional delays
      in
      the distribution of trust funds to the public stockholders beyond the time
      periods required to comply with DGCL procedures and federal securities laws
      and
      regulations.





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




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




15




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





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





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





***If
      third parties bring claims against us, the proceeds held in the trust account
      could be reduced and the per-share liquidation price received by stockholders
      will be less than $*** ***5.85*** ***per
      share*** ***.***




Our
      placing of funds in the trust account may not protect those funds from third
      party claims against us. Although we will seek to have all vendors, prospective
      target businesses or other entities we engage execute agreements with us waiving
      any right, title, interest or claim of any kind in or to any monies held in
      the
      trust account for the benefit of our public stockholders, there is no guarantee
      that they will execute such agreements or that such waivers would be held
      enforceable if challenged. Nor is there any guarantee that such entities will
      agree to waive any claims they may have in the future as a result of, or arising
      out of, any negotiations, contracts or agreements with us and will not seek
      recourse against the trust account for any reason.. If we are unable to complete
      a business combination and are forced to liquidate, Howard S. Balter, our
      chairman of the board and chief executive officer, and Ilan M. Slasky, our
      president and secretary, have agreed, under certain circumstances, to be
      personally liable to ensure that the proceeds in the trust account are not
      reduced by the claims of vendors for services rendered or products sold to
      us,
      or claims of any target businesses with which we have entered into a letter
      of
      intent, confidentiality agreement or other written agreement, in each case
      to
      the extent the payment of such debts or obligations actually reduces the amount
      of funds in the trust accounts. However, we cannot assure you that
      Messrs. Balter and Slasky will be able to satisfy those obligations.
      Accordingly, the proceeds held in the trust account could be subject to claims
      which could take priority over the claims of our public stockholders and the
      per-share liquidation price could be less than $5.85, plus interest (net of
      taxes payable on income of the funds in the trust account), due to claims of
      such creditors.




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




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




16




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





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





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




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




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




·
            if
                a business combination is approved and consummated, public stockholders
                who voted against the business combination and exercised their conversion
                rights will receive their pro rata share of the trust
                account;




·
            if
                a business combination is not consummated or a letter of intent,
                an
                agreement in principle or a definitive agreement is not signed within
                the
                time periods specified in this prospectus, then we will be dissolved
                and
                distribute to all of our public stockholders their pro rata share
                of the
                trust account; and




·
            we
                may not consummate any other merger, capital stock exchange, stock
                purchase, asset acquisition or similar transaction other than a business
                combination that meets the conditions specified in this prospectus,
                including the requirement that the business combination be with an
                operating business whose fair market value is equal to at least 80%
                of our
                net assets at the time of such business
                combination.




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




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





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




17




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




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




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




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




·
            make
                a special written suitability determination for the purchaser;




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




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




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




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




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




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




18




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




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




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




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




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




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




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




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




19





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




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




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




Ÿ
            
            restrictions
                on the nature of our investments;




Ÿ
            
            restrictions
                on the issuance of securities; and




Ÿ
            
            restrictions
                on the amount of debt we may incur;




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




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




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




20




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




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




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




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




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




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




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




***Our
      board of directors has had limited ability to evaluate the 180 Connect’s
      management.*** ****




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




21




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





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





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




**Item
      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 June 30, 2007.




**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.**




3.1
                (1)
            Amended
                and Restated Certificate of Incorporation of Ad.Venture Partners,
                Inc.3.2
                (1)
            Bylaws
                of Ad.Venture Partners, Inc.31.1
            Section 302
                Certification of Chief Executive Officer31.2
            Section 302
                Certification of Chief Financial Officer32.1
            Section 906
                Certification




(1)
              Filed
                  as an exhibit to Ad.Venture Partners, Inc.’s Registration Statement on
                  Form S-1 (SEC File No. 333-124141) as filed with the Securities
                  and
                  Exchange Commission on April 18, 2005, as amended, and incorporated
                  herein
                  by reference.




22





**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: August
              17, 2007
            By:
            /s/ Howard
              S.
              BalterHoward
              S. Balter*Chairman
                and Chief Executive*
              *Officer
                (Principal Executive Officer)*




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




23