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UNITED STATES SECURITIES AND
    EXCHANGE COMMISSIONWashington, D.C.
    20549
 Form 10-K
  þ

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
    OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended
    December 31, 2007oro

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
    OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period
    from          to   Commission File Number:
    001-33210
 Transforma Acquisition Group
    Inc.
 (Exact name of registrant as
    specified in its charter)
  Delaware(State or Other Jurisdiction
    of
    Incorporation or Organization)

20-5389307(I.R.S. Employer
    Identification No.)350 Park Avenue, 10th Floor
    New York, NY(Address of Principal
    Executive Offices)

10022(Zip
    Code)    Registrants telephone number, including area code:(646) 521-7805
  Securities registered pursuant to Section 12(b) of the
    Act:
  Title of Each Class

Name of Each Exchange on Which RegisteredUnits

American Stock ExchangeCommon Stock, par value $0.0001 per share

American Stock ExchangeWarrants

American Stock Exchange    Securities registered pursuant to Section 12(g) of the
    Act:
    None
  o þ
  o þ
  þ o
  Regulation S-K Form 10-K Form 10-K. o
  Rule 12b-2
  Large accelerated
    filer  o

Accelerated
    filer  þ

Non-accelerated
    filer  o

Smaller reporting
    company  o(Do not check if a smaller reporting company)   Rule 12b-2 þ o
      DOCUMENTS
    INCORPORATED BY REFERENCE




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TABLE OF
    CONTENTS
   
 Item

Description

PagePART IITEM 1.


BUSINESS


4ITEM 1A.


RISK FACTORS


12ITEM 1B.


UNRESOLVED STAFF COMMENTS


30ITEM 2.


PROPERTIES


30ITEM 3.


LEGAL PROCEEDINGS


30ITEM 4.


SUBMISSION OF MATTERS TO A VOTE OF SECURITY
    HOLDERS


30PART IIITEM 5.


MARKET FOR REGISTRANTS COMMON EQUITY,
    RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY
    SECURITIES


31ITEM 6.


SELECTED FINANCIAL DATA


32ITEM 7.


MANAGEMENTS DISCUSSION AND ANALYSIS OF
    FINANCIAL CONDITION AND RESULTS OF OPERATIONS


33ITEM 7A.


QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
    MARKET RISK


35ITEM 8.


FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA


36ITEM 9.


CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
    ACCOUNTING AND FINANCIAL DISCLOSURE


49ITEM 9A.


CONTROLS AND PROCEDURES


49ITEM 9B.


OTHER INFORMATION


51PART IIIITEM 10.


DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE
    GOVERNANCE


51ITEM 11.


EXECUTIVE COMPENSATION


51ITEM 12.


SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
    AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS


51ITEM 13.


CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS,
    AND DIRECTOR INDEPENDENCE


51ITEM 14.


PRINCIPAL ACCOUNTANT FEES AND SERVICES


51PART IVITEM 15.


EXHIBITS AND FINANCIAL STATEMENT
    SCHEDULES


51SIGNATURES


53EXHIBIT 31.1EXHIBIT 31.2EXHIBIT 32.1EXHIBIT 32.2   2




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CAUTIONARY
    STATEMENT CONCERNING FORWARD-LOOKING INFORMATION
    
    our ability to continue as a going concern;
    our ability to consummate an attractive business combination due
    to our limited resources and the significant competition for
    business combination opportunities;
    our selection of a prospective acquisition target or asset;
    our status as a development stage company;
    our failure to receive necessary regulatory consents, or to
    receive them in a timely manner, in connection with our initial
    business combination;
    our dissolution or liquidation prior to a business combination,
    and our ability to dissolve and liquidate in a timely manner;
    the reduction of the proceeds held in the trust account due to
    third party claims;
    our issuance of our capital stock or incurrence of debt to
    complete a business combination;
    our dependence on our key personnel;
    the tax consequences of an acquisition or disposition by us;
    conflicts of interest of our officers and directors;
    potential future affiliations of our officers and directors with
    competing businesses;
    our ability to obtain additional financing if necessary;
    the control by our founders of a substantial interest in us;
    our common stock becoming subject to the SECs penny stock
    rules;
    the adverse effect the outstanding warrants and options may have
    on the market price of our common shares;
    the existence of registration rights with respect to the
    securities owned by our founders;
    our being deemed an investment company;
    the lack of adequate resources to cover our operating expenses;
    the lack of a market for our securities;
    regulatory risks and operational risks of an acquisition target,
    including those involved in operating outside the United States;
    loss of our intellectual property rights;
    foreign currency fluctuation;
    limited operating histories of businesses we may acquire in the
    technology, media or telecommunications industries;
    cyclicality of the technology, media and telecommunications
    industries; and
    our failure to keep pace with changes in our target industries.   3




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PART I  ITEM 1.
    BUSINESS  Introduction
        
    that we believe has an undervalued business strategy or
    possesses underutilized assets;
    at a price we believe to be below its potential value; and
    that presents opportunities for:  
    short-term enhancements in stockholder value through operational
    improvements; and
    long-term enhancements in stockholder value through the
    implementation of a transformative growth strategy, which may
    include the acquisition of synergistic assets or businesses.    
    changes in demographics and consumer behavior;
    the by-passing of traditional marketplace processes; and
    changes in the technology, media
    and/or
    telecommunications industries.  Technology,
    Media and Telecommunications Industries
    
    the size of the technology, media and telecommunications
    industries;
    the variety of participants in the sector; and
    the technological advancements, the changes in the regulatory
    environment, and the macroeconomic, business, cultural and
    technological trends and market trends that continuously impact
    the growth dynamic of, and spawn new businesses in, the
    technology, media and telecommunications industries. 4




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Effecting
    a Business Combination
  General
        We
    have not consummated any business combination
      Sources
    of acquisition targets
   5




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Selection
    of an acquisition target and structuring of a business
    combination
    
    An existing under-capitalized business that has the potential to
    further grow products and services in multiple geographies;
    A partial product or service offering that may need to be
    enhanced by one or more acquisitions to complete the product or
    service offering;
    An asset embedded in an underperforming business which asset
    could be made more valuable through improved management,
    technology, or enhanced operational efficiency; and/or
    An existing business requiring a non-traditional business model
    in order to adapt to the changing technological and regulatory
    environment and unlock stockholder value.      Fair
    market value of acquisition target
   6




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Possible
    lack of business diversification
    
    subject us to numerous economic, competitive and regulatory
    developments, any or all of which may have a substantial adverse
    impact upon the particular industry in which we may operate
    subsequent to a business combination, and
    result in our dependency upon the development or market
    acceptance of a single or limited number of products, processes
    or services.    Limited
    ability to evaluate the acquisition targets
    management
    Opportunity
    for stockholder approval of business combination
   7




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Conversion
    rights
  12-month
  Dissolution
    and liquidation if no business combination
   8




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60-day 90-day 150-day
   10




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Competition
    
    the requirement that we obtain stockholder approval of a
    business combination may delay or prevent the consummation of a
    transaction within the
    18-month or
    24-month
    time periods;
    the requirement that we prepare a proxy statement and notice of
    special meeting of stockholders in accordance with the
    requirements of Delaware law and the federal securities laws,
    which proxy statement will be required to be submitted to and
    reviewed by the Securities and Exchange Commission, in
    connection with such business combination may delay or prevent
    the completion of a transaction;
    our outstanding warrants, the purchase option granted to one of
    the underwriters of our initial public offering, CRT Capital
    Group LLC, and the warrants we expect to issue in the private
    placement, and the dilution they potentially represent, may not
    be viewed favorably by certain acquisition targets;
    the conversion of common stock held by our public stockholders
    into cash may reduce the resources available to us to fund an
    initial business combination; and
    the requirement to acquire assets or an operating business that
    have a fair market value at least 80% of our net assets
    (excluding the amount held in the trust account representing a
    portion of the underwriters deferred discount) at the time
    of our initial business combination could require us to acquire
    several assets or closely related operating businesses at the
    same time, all of which sales would be contingent on the
    closings of the other sales, which could make it more difficult
    to consummate our initial business combination.  Facilities
    Employees
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Available
    Information
  (646) 521-7805. 1-800-SEC-0330. http://www.sec.gov.
  ITEM 1A.
    RISK
    FACTORS  Investing in our securities involves a high degree of risk.
    You should carefully consider the following risk factors before
    making a decision to invest in our securities. The risks and
    uncertainties described below are not the only ones facing us.
    Subject to our initial objective of acquiring an operating
    business or other assets in the technology, media or
    telecommunications industries, we have not yet selected an
    acquisition target with which to complete a business
    combination. As a result, we are unable to ascertain the merits
    or risks of the business or other assets that we may ultimately
    operate. Additional risks and uncertainties that we are unaware
    of, or that we currently deem immaterial, also may become
    important factors that affect us. If any of the following risks
    occur, our business, financial conditions or results of
    operations may be materially and adversely affected. In that
    event, the trading price of our securities could decline, and
    you could lose all or part of your investment.
  Risks
    Related to the Company and our Business
  The
    report of the independent registered public accounting firm that
    audited our financial statements includes a going
    concern explanatory paragraph due to the possibility that
    we may not consummate a business combination within the required
    time frame, which will require us to dissolve and
    liquidate.
    We may
    not be able to consummate a business combination within the
    required time frame, in which case we will be required to
    dissolve and liquidate our assets, and if we are forced to
    dissolve and liquidate before a business combination and
    distribute amounts remaining in the trust account, our public
    stockholders may receive less than $8.00 per share and our
    warrants will expire worthless.
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Because
    of our limited resources and the significant competition for
    business combination opportunities, we may not be able to
    consummate an attractive business combination.
    
    the requirement that we obtain stockholder approval of a
    business combination may delay or prevent the consummation of a
    transaction within the
    18-month or
    24-month
    time periods;
    the requirement that we prepare a proxy statement and notice of
    special meeting of stockholders in accordance with the
    requirements of Delaware law and the federal securities laws,
    which proxy statement will be required to be submitted to and
    reviewed by the Securities and Exchange Commission, in
    connection with such business combination may delay or prevent
    the completion of a transaction;
    our outstanding warrants, the purchase option we granted to CRT
    Capital Group LLC and the warrants we issued in the private
    placement, and the dilution they potentially represent, may not
    be viewed favorably by certain acquisition targets;
    the conversion of common stock held by our public stockholders
    into cash may reduce the resources available to us to fund an
    initial business combination; and
    the requirement to acquire assets or an operating business that
    have a fair market value at least 80% of our net assets
    (excluding the amount held in the trust account representing a
    portion of the underwriters deferred discount) at the time
    of our initial business combination (i) could require us to
    acquire several assets or closely related operating businesses
    at the same time, all of which sales would be contingent on the
    closings of the other sales, which could make it more difficult
    to consummate our initial business combination, and
    (ii) together with our ability to proceed with a business
    combination if public stockholders owning up to 40% of the
    shares sold in our initial public offering vote against our
    business combination and exercise their conversion rights, may
    require us to raise additional funds through the private sale of
    securities or incur indebtedness in order to enable us to effect
    such a business combination.  If we
    do not consummate a business combination and are forced to
    dissolve, payments from the trust account to our public
    stockholders may be delayed.
  24-month
  
    our board of directors will, consistent with its obligations
    described in our amended and restated certificate of
    incorporation to dissolve, prior to the passing of such
    deadline, convene and adopt a specific plan of dissolution and
    distribution, which it will then vote to recommend to our
    stockholders; at such time it will also cause to be prepared a
    preliminary proxy statement setting out the plan of dissolution
    and distribution as well as the boards recommendation of
    the plan; 13




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
    promptly after the passing of such deadline, we would file our
    preliminary proxy statement with the Securities and Exchange
    Commission;
    if the Securities and Exchange Commission does not review the
    preliminary proxy statement, then, within 10 days following
    the passing of such deadline, we will mail the proxy statements
    to our stockholders, and within 30 days following the
    passing of such deadline we will convene a meeting of our
    stockholders, at which they will either approve or reject our
    plan of dissolution and distribution; and
    if the Securities and Exchange Commission does review the
    preliminary proxy statement, we currently estimate that we will
    receive such comments within approximately 30 days
    following the passing of such deadline. We will mail the proxy
    statements to our stockholders following the conclusion of the
    comment and review process (the length of which we cannot
    predict with any certainty, and which may be substantial) and we
    will convene a meeting of our stockholders at which they will
    either approve or reject our plan of dissolution and
    distribution.  12-month
    Upon
    distribution of the trust account following our dissolution and
    liquidation, our stockholders may be held liable for claims of
    third parties against us to the extent of distributions received
    by them.
  60-day 90-day 150-day
  We are
    a development stage company with no operating history and,
    accordingly, you will not have any basis on which to evaluate
    our ability to achieve our business objective.
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If the
    net proceeds from our initial public offering not placed in the
    trust account and our share of the interest earned on the trust
    account are insufficient to allow us to operate for
    24 months from our initial public offering, we may not be
    able to complete a business combination.
  12-month
  A
    significant portion of our working capital could be expended in
    pursuing business combinations that are not
    consummated.
    You
    will not be entitled to protections normally afforded to
    investors of blank check companies.
  Form 8-K
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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 may be less than the $7.88 per
    share held in trust.
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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.
    
    upon completion of our initial public offering, $98,500,000 of
    the proceeds from the offering, including the underwriters
    deferred discount and the proceeds of the private placement,
    were to be deposited into the trust account, which proceeds may
    not be disbursed from the trust account until the earlier of
    (1) our initial business combination or (2) our
    liquidation, or as otherwise permitted in our amended and
    restated certificate of incorporation;
    prior to consummating our initial business combination, we must
    submit such business combination to our stockholders for
    approval;
    we may consummate our initial business combination if approved
    by a majority of the shares of our common stock voted by our
    public stockholders and public stockholders owning not more than
    40% of the shares sold in our initial public offering both vote
    against our initial business combination and exercise their
    conversion rights;
    if our initial business combination is approved and consummated,
    public stockholders who voted against our initial business
    combination and who exercised their own conversion rights will
    receive their pro rata share of the trust account (other than up
    to an aggregate amount of $2,000,000 from one-half of the
    interest earned on the trust account, net of taxes payable,
    which will be released to us upon our demand, as follows:
    (i) an aggregate amount of up to $1,250,000, within
    12 months after the completion of our initial public
    offering, and (ii) an aggregate amount of up to $750,000
    plus any remaining portion of the $1,250,000 not previously
    released to us during the initial
    12-month
    period, during the period that is between 12 months and
    24 months after the completion of our initial public
    offering);
    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 other similar business
    combination other than a business combination that meets the
    conditions specified in this prospectus, including the
    requirement that our initial business combination be with one or
    more operating businesses whose fair market value, collectively,
    is at least equal to 80% of our net assets (excluding the amount
    held in the trust account representing a portion of the
    underwriters deferred discount) at the time of such
    business combination.    Because
    we have not yet selected any acquisition target with which to
    complete a business combination, we are unable to currently
    ascertain the merits or risks of the business
    operations.
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There
    may be tax consequences associated with our acquisition, holding
    and disposition of target companies and assets.
    We may
    issue shares of our capital stock to complete a business
    combination, which would reduce the equity interest of our
    stockholders and likely cause a change in control of our
    ownership.
    
    may significantly reduce the equity interest of investors;
    may subordinate the rights of holders of common stock if
    preferred stock is issued with rights senior to those afforded
    to our common stock;
    will likely cause a change in control if a substantial number of
    our shares of common stock are issued, which may affect, among
    other things, our ability to use our net operating loss carry
    forwards, if any, and could result in the resignation or removal
    of our present officers and directors; and
    may adversely affect prevailing market prices for our common
    stock.  We may
    issue debt securities, which could limit our ability to operate
    our business and return value to our stockholders.
    
    default and foreclosure on our assets if our operating revenues
    after a business combination are insufficient to pay our debt
    obligations;
    acceleration of our obligations to repay the indebtedness even
    if we have made all principal and interest payments when due if
    the debt security contains covenants that require the
    maintenance of certain financial ratios or reserves and any such
    covenant is breached without a waiver or renegotiation of that
    covenant;
    our immediate payment of all principal and accrued interest, if
    any, if the debt security is payable on demand;
    our inability to obtain additional financing, if necessary, if
    the debt security contains covenants restricting our ability to
    obtain additional financing while such security is outstanding;
    our inability to pay dividends on our common stock; 18




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
    using a substantial portion of our cash flow to pay principal
    and interest on our debt, which will reduce the funds available
    for dividends on our common stock, working capital, capital
    expenditures, acquisitions and other general corporate purposes;
    limitations on our flexibility in planning for and reacting to
    changes in our business and in the industry in which we operate;
    increased vulnerability to adverse changes in general economic,
    industry and competitive conditions and adverse changes in
    government regulation;
    limitations on our ability to borrow additional amounts for
    working capital, capital expenditures, acquisitions, debt
    service requirements, execution of our strategy and other
    purposes; and
    other disadvantages compared to our competitors, such as venture
    capital funds, who have less debt.  Our
    ability to successfully consummate a business combination and to
    be successful thereafter will be dependent upon the efforts of
    our management.
    The
    loss of any of our executive officers could adversely affect our
    ability to operate.
    Our
    executive officers and directors will allocate some portion of
    their time to other businesses, thereby causing conflicts of
    interest in their determination as to how much time to devote to
    our affairs. This conflict of interest could have a negative
    impact on our ability to consummate a business
    combination.
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Our
    executive officers and directors currently are, and may in the
    future become affiliated with additional entities that are,
    engaged in business activities similar to those intended to be
    conducted by us and, accordingly, may have conflicts of interest
    in determining to which entity a particular business opportunity
    should be presented.
      If we
    seek to effect a business combination with an entity that is
    directly or indirectly affiliated with one or more of our
    executive officers and directors, conflicts of interest could
    arise.
    Any
    attempt to consummate more than one transaction as our initial
    business combination will make it more difficult to consummate
    our initial business combination.
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We may
    combine with an acquisition target with a history of poor
    operating performance and there is no guarantee that we will be
    able to improve the operating performance of that acquisition
    target.
    
    inability to predict changes in technological innovation;
    competition from superior or lower priced services and products;
    lack of financial resources;
    inability to attract and retain key executives and employees;
    claims for infringement of third-party intellectual property
    rights
    and/or the
    availability of third-party licenses; and
    changes in, or costs imposed by, government regulation.  We may
    be unable to obtain additional financing, if required, to
    complete a business combination or to fund the operations and
    growth of an acquisition target, which could compel us to
    restructure or abandon a particular business
    combination.
    The
    3,124,997 shares of common stock owned by our founders will
    not participate in liquidation distributions, and a conflict of
    interest may arise in determining whether a particular
    acquisition target is appropriate for a business
    combination.
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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.
    
    make a special written suitability determination for the
    purchaser;
    receive the purchasers written agreement to the
    transaction prior to sale;
    provide the purchaser with risk disclosure documents which
    identify certain risks associated with investing in penny
    stocks and which describe the market for these penny
    stocks as well as a 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.    Initially,
    we may only be able to complete one business combination, which
    may cause us to be solely dependent on a single business and a
    limited number of products or services.
    
    result in our dependency upon the performance of a single or
    small number of operating businesses;
    result in our dependency upon the development or market
    acceptance of a single or limited number of products, processes
    or services; and
    subject us to numerous economic, competitive and regulatory
    developments, any or all of which may have a substantial adverse
    impact upon the particular industry in which we may operate
    subsequent to a business combination.   22




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The
    ability of our stockholders to exercise their conversion rights
    may not allow us to consummate the most desirable business
    combination or optimize our capital structure.
    Our
    founders, including all of our officers and directors, control a
    substantial interest in us and thus may influence certain
    actions requiring a stockholder vote.
      The
    exercise by our founders of their registration rights, and/or by
    CRT Capital Group LLC of its purchase option and registration
    rights, may have an adverse effect on the market price of our
    common stock and the existence of the registration rights and
    CRT Capital Group LLCs purchase option may make it more
    difficult to effect a business combination.
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A
    market for our securities may not develop, which would adversely
    affect the liquidity and price of our securities.
    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
    consummate a business combination, or we may be required to
    incur additional expenses if we are unable to dissolve after the
    expiration of the allotted time periods.
    
    restrictions on the nature of our investments; and
    restrictions on the issuance of securities.    
    registration as an investment company;
    adoption of a specific form of corporate structure; and
    reporting, record keeping, voting, proxy, compliance policies
    and procedures and disclosure requirements and other rules and
    regulations.  Rule 2a-7
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We may
    or may not obtain an opinion from an unaffiliated third party as
    to the fair market value of the acquisition target or that the
    price we are paying for the business is fair to our
    stockholders.
    The
    American Stock Exchange may require us to file an additional
    listing application on the consummation of a business
    combination, and/or the American Stock Exchange may delist our
    securities from trading on its exchange, which could limit
    investors ability to effect transactions in our securities
    and subject us to additional trading restrictions.
      
    a limited availability of market quotations for our securities;
    a determination that our common stock is a penny
    stock, which would require brokers trading in our common
    stock to adhere to more stringent rules and possibly resulting
    in a reduced level of trading activity in the secondary trading
    market for our common stock;
    a more limited amount of news and analyst coverage for us;
    a decreased ability to issue additional securities or obtain
    additional financing in the future; and
    a decreased ability of our security holders to sell their
    securities in certain states.  An
    effective registration statement may not be in place when an
    investor desires to exercise warrants, thus precluding such
    investor from being able to exercise his warrants and causing
    such warrants to be worthless.
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We may
    choose to redeem our outstanding warrants at a time that is
    disadvantageous to our warrant holders.
      Provisions
    in our charter documents and Delaware law may inhibit a takeover
    of us, which could limit the price investors might be willing to
    pay in the future for our common stock and could entrench
    management.
      Risks
    Related to Doing Business Outside the United States
  Since
    we may acquire an acquisition target that is located outside the
    United States, we may encounter risks specific to one or more
    countries in which we ultimately operate.
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
    tariffs and trade barriers;
    regulations related to customs and import/export matters;
    tax issues, such as tax law changes and variations in tax laws
    as compared to the United States;
    cultural and language differences;
    foreign exchange controls;
    the possibility of our assets being nationalized;
    crime, strikes, riots, civil disturbances, terrorist attacks and
    wars; and
    deterioration of political relations with the United States.  Foreign
    currency fluctuations could adversely affect our business and
    financial results.
  non-U.S. dollar non-U.S. dollar
  Because
    we must furnish our stockholders with acquisition target
    financial statements prepared in accordance with and reconciled
    to U.S. generally accepted accounting principles, we will not be
    able to complete a business combination with some prospective
    acquisition targets unless their financial statements are first
    reconciled to U.S. generally accepted accounting
    principles.
  and/or and/or
  Risks
    Associated with the Technology, Media and Telecommunications
    Industries
  Our
    investments in technology, media and telecommunications
    companies may be extremely risky due, in part, to market
    conditions, and we could lose all or part of our
    investments.
     27




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##### Table of Contents



The
    information available regarding technology, media and
    telecommunications companies is limited which could result in
    poor investment decisions on our part and we could lose all or
    part of our investments.
    If we
    make an investment in a technology, media and telecommunications
    company that is dependent on current management, the loss of
    such management may materially affect results of
    operations.
    The
    technology, media and telecommunications industries are highly
    cyclical, which may materially affect our future performance and
    ability to sell our products or services and, in turn, hurt our
    profitability.
    If we
    are unable to keep pace with the changes in the technology,
    media and telecommunications industries, the products of any
    acquisition target that we acquire could become obsolete and it
    could materially hurt our results of operations.
   28




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##### Table of Contents



We may
    be unable to protect or enforce the intellectual property rights
    of any acquisition targets that we acquire.
  and/or
  The
    technology, media and telecommunications industries are highly
    competitive and we may not be able to compete effectively which
    could materially adversely affect our revenues and profitability
    upon consummation of a business combination.
  all-in-one
  We may
    be subject to significant regulatory requirements in connection
    with our efforts to consummate a business combination with a
    company in the media and telecommunications industries, which
    may result in our failure to consummate our initial business
    combination within the required time frame and may force us to
    liquidate.
   29




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##### Table of Contents



We may
    not be able to comply with government regulations that may be
    adopted with respect to the media and telecommunications
    industries.
    Government
    regulation of the media and telecommunications industries and
    the uncertainty over government regulation of the Internet could
    harm our operating results and future prospects.
    and/or and/or
  ITEM 1B.
    UNRESOLVED
    STAFF COMMENTS    ITEM 2.
    PROPERTIES  th
  ITEM 3.
    LEGAL
    PROCEEDINGS    ITEM 4.
    SUBMISSION
    OF MATTERS TO A VOTE OF SECURITY HOLDERS   30




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##### Table of Contents



PART II  ITEM 5.
    MARKET
    FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS
    AND ISSUER PURCHASES OF EQUITY SECURITIES  Market
    Information
      UnitsQuarter Ended

High

LowDecember 31, 2006(1)

$
8.02


$
7.86     (1)
    
    Represents the high and low sales prices from the first day our
    units began trading on December 20, 2006 through
    December 31, 2006.    Units


Warrants


Common StockQuarter Ended

High


Low


High


Low


High


LowMarch 31, 2007(2)

$
9.00


$
7.95


$
1.15


$
0.80


$
7.80


$
7.30June 30, 2007

$
8.90


$
8.40


$
1.50


$
1.05


$
7.75


$
7.45September 30, 2007

$
8.82


$
8.31


$
1.27


$
0.85


$
7.70


$
7.50December 31, 2007

$
8.60


$
8.20


$
1.11


$
0.65


$
7.65


$
7.51     (2)
    
    Represents the high and low sales prices only on and following
    January 5, 2007, the date that our warrants and common
    stock first became separately tradable.  Holders
    Dividends
   31




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##### Table of Contents



Securities
    Authorized for Issuance Under Equity Compensation
    Plans
    ITEM 6.
    SELECTED
    FINANCIAL DATA  Form 10-K.
  From Inception


From InceptionYear Ended


(7/19/2006) to


(7/19/2006) to12/31/2007


12/31/2006


12/31/2007Statement of Operations Data:Revenue

$



$



$
Interest income


5,098,883



110,425



5,209,308General and administrative expenses


1,079,417



76,725



1,156,142Provision for income taxes


1,366,618



5,055



1,371,673Net income


2,652,848



28,645



2,681,493Accretion of Trust Account relating to common stock subject
    to possible conversion


(669,423
)


(18,767
)


(688,190
)Net income attributable to common stockholders


1,983,425



9,878



1,993,303Earnings per share data:Weighted average number of shares outstanding, basic and diluted:


10,624,998



4,181,096Net income per share, basic and diluted:

$
0.19


$
0.00Number of shares outstanding subject to possible conversion


4,999,999



4,999,999Net income per share subject to possible conversion, basic and
    diluted:

$
0.13


$
0.00Statement of Cash Flows Data:Net cash provided by operating activities

$
3,213,524


$
85,451


$
3,298,975Cash contributed to Trust Account


(2,689,429
)


(98,610,424
)


(101,299,853
)Net proceeds from public offering allocable to
    stockholders equity






53,044,897



53,044,897Portion of net proceeds from public offering allocable to common
    stock subject to possible conversion






39,399,992



39,399,992   December 31, 2007


December 31, 2006Selected Balance Sheet Data:Cash and cash equivalents

$
917,710


$
665,016Investments held in Trust Account


101,299,853



98,610,424Total assets


102,539,826



99,280,680Common stock subject to possible conversion


40,088,182



39,418,759Total stockholders equity


57,855,529



55,922,104  32




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##### Table of Contents



ITEM 7.
    MANAGEMENTS
    DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
    OPERATIONS  Form 10-K
      Form S-1 No. 333-137263)
     33




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##### Table of Contents



Results
    of Operations
        Critical
    Accounting Policies
    Cash and
    Cash Equivalents
    Investments
   34




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##### Table of Contents



Concentration
    of Credit Risk
    ITEM 7A.
    QUANTITATIVE
    AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK       35




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##### Table of Contents



ITEM 8.
    FINANCIAL
    STATEMENTS AND SUPPLEMENTARY DATA  REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
              Internal Control 
    Integrated Framework
  
    36




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##### Table of Contents



TRANSFORMA
    ACQUISITION GROUP INC.
    (a corporation in the development stage)
  BALANCE SHEETS
  December 31,


December 31,2007


2006ASSETSCURRENT ASSETS:Cash and cash equivalents

$
917,710


$
665,016Investments held in Trust Account (Note 1)


101,299,853



98,610,424Prepaid expenses


73,290



5,240Deferred acquisition costs


248,973



TOTAL ASSETS

$
102,539,826


$
99,280,680LIABILITIES AND STOCKHOLDERS EQUITYCURRENT LIABILITIES:Deferred underwriting fee (Note 5)

$
3,720,000


$
3,720,000Accrued registration costs


50,000



157,771Accrued acquisition costs


135,343



Accrued expenses


403,349



56,991Income taxes payable


287,423



5,055Total current liabilities


4,596,115



3,939,817COMMON STOCK SUBJECT TO POSSIBLE CONVERSION
    (4,999,999 shares at conversion value) (Note 1)


40,088,182



39,418,759COMMITMENTS(Note 5)STOCKHOLDERS EQUITY(Notes 2, 6 and 7):Preferred stock, par value $.0001 per share, 5,000 shares
    authorized, 0 shares issued






Common stock, par value $.0001 per share, 32,500,000 shares
    authorized, 10,624,998 shares issued and outstanding
    (excluding 4,999,999 shares subject to possible conversion)
    at December 31, 2007 and 100,000,000 shares
    authorized, 11,093,748 shares issued and outstanding
    (excluding 4,999,999 shares subject to possible conversion)
    at December 31, 2006


1,062



1,109Additional paid-in capital


55,172,974



55,892,350Earnings accumulated in the development stage


2,681,493



28,645TOTAL STOCKHOLDERS EQUITY


57,855,529



55,922,104TOTAL LIABILITIES AND STOCKHOLDERS EQUITY

$
102,539,826


$
99,280,680    37




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##### Table of Contents



TRANSFORMA
    ACQUISITION GROUP INC.
    (a corporation in the development stage)
  STATEMENTS OF OPERATIONS
  From Inception


From InceptionFor the Year Ended


(July 19, 2006) to


(July 19, 2006) toDecember 31, 2007


December 31, 2006


December 31, 2007Interest income

$
5,098,883


$
110,425


$
5,209,308General and administrative expenses (Notes 4 and 5)


1,079,417



76,725



1,156,142Income before provision for income taxes


4,019,466



33,700



4,053,166Provision for income taxes (Note 4)


1,366,618



5,055



1,371,673Net income for the period

$
2,652,848


$
28,645


$
2,681,493Accretion of Trust Account relating to common stock subject
    to possible conversion


(669,423
)


(18,767
)


(688,190
)Net income attributable to common stockholders

$
1,983,425


$
9,878


$
1,993,303Weighted average number of shares outstanding, basic and
    diluted


10,624,998



4,181,096Net income per share, basic and diluted

$
0.19


$
0.00Number of shares outstanding subject to possible
    conversion, basic and diluted


4,999,999



4,999,999Net income per share subject to possible conversion,
    basic and diluted

$
0.13


$
0.00    38




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##### Table of Contents



TRANSFORMA
    ACQUISITION GROUP INC.
    (a corporation in the development stage)
    STATEMENTS OF STOCKHOLDERS EQUITY
    FROM INCEPTION (JULY 19, 2006) TO DECEMBER 31,
    2007
  Additional





EarningsCommon stock


Paid-in


Treasury


Accumulated in theShares


Amount


Capital


Stock


Development Stage


TotalBalance, July 19, 2006 (inception)





$



$







$



$
Issuance of common stock to initial stockholders


3,593,747



359



24,641











25,000Proceeds from sale of underwriters unit purchase option










100











100Proceeds from issuance of warrants










3,000,000











3,000,000Sale of 12,500,000 units through public offering net of
    underwriters discount and public offering expenses and net
    of $39,399,992 of proceeds from stockholders allocable to
    4,999,999 shares of common stock subject to possible
    conversion


7,500,001



750



52,886,376











52,887,126Net income for the period


















28,645



28,645Accretion of Trust Account relating to common stock subject
    to possible conversion










(18,767
)










(18,767
)Balance, December 31, 2006


11,093,748


$
1,109


$
55,892,350






$
28,645


$
55,922,104Forfeiture of common stock issued to initial stockholders
    (Note 6)










3,501,562



(3,501,562
)






Cancellation of common stock received from initial stockholders


(468,750
)


(47
)


(3,501,515
)


3,501,562







Public offering expenses accrued related to the sale of
    12,500,000 units through public offering










(50,000
)










(50,000
)Net income for the year


















2,652,848



2,652,848Accretion of Trust Account relating to common stock subject
    to possible conversion










(669,423
)










(669,423
)Balance, December 31, 2007


10,624,998


$
1,062


$
55,172,974






$
2,681,493


$
57,855,529    39




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##### Table of Contents



TRANSFORMA
    ACQUISITION GROUP INC.
    (a corporation in the development stage)
  STATEMENTS OF CASH FLOWS
  From Inception


From InceptionFor the Year Ended


(July 19, 2006) to


(July 19, 2006) toDecember 31, 2007


December 31, 2006


December 31, 2007OPERATING ACTIVITIESNet income for the period

$
2,652,848


$
28,645


$
2,681,493Changes in operating assets and liabilities:Prepaid expenses


(68,050
)


(5,240
)


(73,290
)Accrued expenses


346,358



56,991



403,349Income taxes payable


282,368



5,055



287,423NET CASH PROVIDED BY OPERATING ACTIVITIES


3,213,524



85,451



3,298,975INVESTING ACTIVITIESPurchases of investments held in Trust Account


(2,689,429
)


(98,610,424
)


(101,299,853
)Deferred acquisition costs paid


(113,630
)






(113,630
)NET CASH USED IN INVESTING ACTIVITIES


(2,803,059
)


(98,610,424
)


(101,413,483
)FINANCING ACTIVITIESProceeds from issuances of common stock to initial stockholders






25,000



25,000Proceeds from notes payable to initial stockholders






200,000



200,000Payments of notes payable to initial stockholders






(200,000
)


(200,000
)Proceeds from issuance of warrants






3,000,000



3,000,000Proceeds from sale of underwriters unit purchase option






100



100Portion of net proceeds from sale of units through public
    offering allocable to shares of common stock subject to possible
    conversion






39,399,992



39,399,992Net proceeds from sale of units through public offering
    allocable to:


Stockholders equity






53,044,897



53,044,897Deferred underwriting fees






3,720,000



3,720,000Registration costs paid


(157,771
)






(157,771
)NET CASH (USED IN) PROVIDED BY FINANCING ACTIVITIES


(157,771
)


99,189,989



99,032,218NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS


252,694



665,016



917,710CASH AND CASH EQUIVALENTSBeginning of period


665,016







End of period

$
917,710


$
665,016


$
917,710SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:Cash paid for income taxes

$
1,084,250


$



$
1,084,250SUPPLEMENTAL DISCLOSURE OF NON-CASH FINANCING ACTIVITY:Accrued registration costs

$
50,000


$
157,771


$
50,000Accrued acquisition costs

$
135,343


$



$
135,343Accretion of Trust Account relating to common stock subject
    to possible conversion

$
669,423


$
18,767


$
688,190Fair value of underwriters unit purchase option included
    in public offering costs

$



$
1,218,750


$
1,218,750    40




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##### Table of Contents



TRANSFORMA
    ACQUISITION GROUP INC.
    (a corporation in the development stage)
    NOTES TO FINANCIAL STATEMENTS
  NOTE 1 
    DISCUSSION
    OF THE COMPANYS ACTIVITIES  Organization and activities
           41




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##### Table of Contents



TRANSFORMA
    ACQUISITION GROUP INC.
    (a corporation in the development stage)
    NOTES TO FINANCIAL
    STATEMENTS  (Continued)
  24-month
    NOTE 2 
    OFFERING      45-day 45-day
  NOTE 3 
    SUMMARY
    OF SIGNIFICANT ACCOUNTING POLICIES  CASH AND CASH EQUIVALENTS 
  DEFERRED ACQUISITION COSTS 
  TRUST ACCOUNT 
 42




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##### Table of Contents



TRANSFORMA
    ACQUISITION GROUP INC.
    (a corporation in the development stage)
    NOTES TO FINANCIAL
    STATEMENTS  (Continued)
    CONCENTRATION OF CREDIT RISK 
  NET INCOME PER SHARE 
  USE OF ESTIMATES 
  INCOME TAXES 
  NEW ACCOUNTING PRONOUNCEMENTS 
     43




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##### Table of Contents



TRANSFORMA
    ACQUISITION GROUP INC.
    (a corporation in the development stage)
    NOTES TO FINANCIAL
    STATEMENTS  (Continued)
  contract-by-contract
      NOTE 4 
    INCOME
    TAXES    For the

From Inception

From InceptionYear Ended

(July 19, 2006) to

(July 19, 2006) toDecember 31, 2007

December 31, 2006

December 31, 2007Current - Federal

$
1,366,618


$
5,055


$
1,371,673     NOTE 5 
    COMMITMENTS  Administrative
    Fees
  12-month and/or
   44




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##### Table of Contents



TRANSFORMA
    ACQUISITION GROUP INC.
    (a corporation in the development stage)
    NOTES TO FINANCIAL
    STATEMENTS  (Continued)
    Underwriting
    Agreement
      NOTE 6 
    CAPITAL
    STOCK        Preferred
    Stock
    Common
    Stock
       45




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##### Table of Contents



TRANSFORMA
    ACQUISITION GROUP INC.
    (a corporation in the development stage)
    NOTES TO FINANCIAL
    STATEMENTS  (Continued)
  NOTE 7 
    WARRANTS
    AND OPTIONS TO PURCHASE COMMON STOCK  Public
    Warrants
    Private
    Warrants
      Purchase
    Option
   46




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##### Table of Contents



TRANSFORMA
    ACQUISITION GROUP INC.
    (a corporation in the development stage)
    NOTES TO FINANCIAL
    STATEMENTS  (Continued)
  Registration
    Rights  Warrants and UPO
      NOTE 8 
    SUMMARIZED
    QUARTERLY FINANCIAL INFORMATION (unaudited)    Quarter EndedMarch 31


June 30


September 30


December 312007


2007


2007


2007Interest income

$
1,242,193


$
1,282,652


$
1,293,457


$
1,280,581General and administrative expenses


224,628



280,162



206,249



368,378Provision for income taxes


345,972



340,8473



69,650



310,149Net income


671,593



661,643



717,558



602,054Accretion of Trust Account relating to common stock subject
    to possible conversion


(163,678
)


(168,494
)


(169,640
)


(167,611
)Net income attributable to common stockholders


507,915



493,149



547,918



434,443Weighted average number of shares outstanding, basic and diluted


10,749,998



10,624,998



10,624,998



10,624,998Net income per share, basic and diluted

$
0.05


$
0.05


$
0.05


$
0.04Number of shares outstanding subject to possible conversion


4,999,999



4,999,999



4,999,999



4,999,999Net income per share subject to possible conversion, basic and
    diluted

$
0.03


$
0.03


$
0.03


$
0.03   47




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##### Table of Contents



TRANSFORMA
    ACQUISITION GROUP INC.
    (a corporation in the development stage)
    NOTES TO FINANCIAL
    STATEMENTS  (Continued)
  From Inception(July 19, 2006) to


Quarter EndedSeptember 30, 2006


December 31 2006Interest income

$



$
110,425General and administrative expenses


6,000



70,725Provision for income taxes






5,055Net income (loss)


(6,000
)


34,645Accretion of Trust Account relating to common stock subject
    to possible conversion






(18,767
)Net income (loss) attributable to common stockholders


(6,000
)


15,878Weighted average number of shares outstanding, basic and diluted


1,651,181



4,181,096Net income per share, basic and diluted

$



$
Number of shares outstanding subject to possible conversion






4,999,999Net income per share subject to possible conversion, basic and
    diluted

$



$
0.00  48




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##### Table of Contents



ITEM 9.
    CHANGES
    IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
    FINANCIAL DISCLOSURE    ITEM 9A.
    CONTROLS
    AND PROCEDURES  Controls
    and Procedures
  Rules 13a-15(e)
  Managements
    Annual Report on Internal Control over Financial
    Reporting
  Rule 13a-15(f)
     49




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##### Table of Contents



Report of
    Independent Registered Public Accounting Firm
      Internal Control 
    Integrated Framework
            
    50




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##### Table of Contents



ITEM 9B.
    OTHER
    INFORMATION   PART III Items 10,
    11, 12, 13, and 14  Form 10-K Form 10-K.
 PART IV  ITEM 15.
    EXHIBITS AND
    FINANCIAL STATEMENT SCHEDULES  Financial Statements
    Financial Statement Schedules
    Exhibits
  Form S-1 No. 333-137263). Form 10-Q No. 001-33210), Form 10-Q No. 001-33210).
  EXHIBIT INDEX
  ExhibitNo.

Description3
.1

Third Amended and Restated Certificate of Incorporation of the
    Registrant3
.2

Second Amended and Restated By-laws of the Registrant*4
.1

Specimen Unit Certificate*4
.2

Specimen Common Stock Certificate*4
.3

Specimen Warrant Certificate*4
.4

Form of Warrant Agreement between Continental Stock
    Transfer & Trust Company and the Registrant*4
.5

Form of Unit Purchase Option to be granted to CRT Capital Group
    LLC*10
.1

Subscription Agreement, dated August 31, 2006 between the
    Registrant and Larry J. Lenhart*10
.2

Subscription Agreement, dated August 31, 2006 between the
    Registrant and Daniel L. Burstein*10
.3

Subscription Agreement, dated August 31, 2006 between the
    Registrant and Samuel L. Schwerin*10
.4

Subscription Agreement, dated August 31, 2006 between the
    Registrant and Jon Lambert*10
.5

Subscription Agreement, dated August 31, 2006 between the
    Registrant and Ashanti Capital Partners, LLC*10
.6

Subscription Agreement, dated August 31, 2006 between the
    Registrant and Gordon E. Eubanks, Jr.*10
.7

Subscription Agreement, dated August 31, 2006 between the
    Registrant and Dale Kutnick 51




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##### Table of Contents



ExhibitNo.

Description*10
.8

Subscription Agreement, dated August 31, 2006 between the
    Registrant and S&B Investment Management Group, LLC*10
.9

Subscription Agreement, dated August 31, 2006 between the
    Registrant and Edward Fenster*10
.10

Form of Investment Management Trust Agreement between the
    Registrant and Continental Stock Transfer &
    Trust Company*10
.11

Administrative Services Letter Agreement, dated
    September 1, 2006 between the Registrant and S&B
    Investment Management Group, LLC*10
.12

Promissory Note, dated August 31, 2006, in the principal
    amount of $40,000.00 issued by the Registrant to Larry J. Lenhart*10
.13

Promissory Note, dated August 31, 2006, in the principal
    amount of $35,000.00 issued by the Registrant to Daniel L.
    Burstein*10
.14

Promissory Note, dated August 31, 2006, in the principal
    amount of $35,000.00 issued by the Registrant to Samuel L.
    Schwerin*10
.15

Promissory Note, dated August 31, 2006, in the principal
    amount of $5,000.00 issued by the Registrant to Jon Lambert*10
.16

Promissory Note, dated August 31, 2006, in the principal
    amount of $28,000.00 issued by the Registrant to Ashanti Capital
    Partners, LLC*10
.17

Promissory Note, dated August 31, 2006, in the principal
    amount of $28,000.00 issued by the Registrant to Gordon E.
    Eubanks, Jr.*10
.18

Promissory Note, dated August 31, 2006, in the principal
    amount of $17,500.00 issued by the Registrant to Dale Kutnick*10
.19

Promissory Note, dated August 31, 2006, in the principal
    amount of $7,500.00 issued by the Registrant to S&B
    Investment Management Group, LLC*10
.20

Promissory Note, dated August 31, 2006, in the principal
    amount of $4,000.00 issued by the Registrant to Edward Fenster*10
.21

Form of Registration Rights Agreement between the Registrant and
    the Companys initial stockholders*10
.22

Third Amended and Restated Private Placement Agreement between
    the Registrant and the Companys initial stockholders*10
.23

Form of Letter Agreement between each Insider, the Registrant
    and the Underwriters*10
.24

Forfeiture Letter dated January 25, 2007 between the
    Registrant and the Registrants founders*14
.1

Code of Ethics24
.1

Power of Attorney (included on the signature pages)31
.1

Certificate Pursuant to
    Rule 13a-14(a)
    under the Securities Exchange Act of 1934 of the Principal
    Executive Officer31
.2

Certificate Pursuant to
    Rule 13a-14(a)
    under the Securities Exchange Act of 1934 of the Principal
    Financial Officer32
.1

Certificate Pursuant to 18 U.S.C. Section 1350, as
    adopted pursuant to Section 906 of the Sarbanes-Oxley Act
    of 200232
.2

Certificate Pursuant to 18 U.S.C. Section 1350, as
    adopted pursuant to Section 906 of the Sarbanes-Oxley Act
    of 2002*99
.1

Audit Committee Charter*99
.2

Nominating Committee Charter  52




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##### Table of Contents



SIGNATURES    TRANSFORMA ACQUISITION GROUP INC.
  By:
    /s/  Larry
    J. Lenhart  Larry J. Lenhart
 Title:
    President and Chief Executive Officer    POWER OF
    ATTORNEY AND SIGNATURES
  Form 10-K,
  th
  Name

Position/s/  Larry
    J. LenhartLarry
    J. Lenhart

President, Chief Executive Officer and Director
    (principal executive officer)/s/  Jon
    LambertJon
    Lambert

Treasurer and Secretary
    (principal financial officer and principal accounting officer)/s/  Gordon
    E. Eubanks, Jr.Gordon
    E. Eubanks, Jr.

Chairman of the Board/s/  Daniel
    L. BursteinDaniel
    L. Burstein

Director/s/  Samuel
    L. SchwerinSamuel
    L. Schwerin

Director/s/  John
    SculleyJohn
    Sculley

DirectorDale
    Kutnick

Director  53




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##### Table of Contents



EXHIBIT INDEX
  Form S-1 No. 333-137263). Form 10-Q No. 001-33210), Form 10-Q No. 001-33210).
  ExhibitNo.

Description3
.1

Third Amended and Restated Certificate of Incorporation of the
    Registrant3
.2

Second Amended and Restated By-laws of the Registrant*4
.1

Specimen Unit Certificate*4
.2

Specimen Common Stock Certificate*4
.3

Specimen Warrant Certificate*4
.4

Form of Warrant Agreement between Continental Stock
    Transfer & Trust Company and the Registrant*4
.5

Form of Unit Purchase Option to be granted to CRT Capital Group
    LLC*10
.1

Subscription Agreement, dated August 31, 2006 between the
    Registrant and Larry J. Lenhart*10
.2

Subscription Agreement, dated August 31, 2006 between the
    Registrant and Daniel L. Burstein*10
.3

Subscription Agreement, dated August 31, 2006 between the
    Registrant and Samuel L. Schwerin*10
.4

Subscription Agreement, dated August 31, 2006 between the
    Registrant and Jon Lambert*10
.5

Subscription Agreement, dated August 31, 2006 between the
    Registrant and Ashanti Capital Partners, LLC*10
.6

Subscription Agreement, dated August 31, 2006 between the
    Registrant and Gordon E. Eubanks, Jr.*10
.7

Subscription Agreement, dated August 31, 2006 between the
    Registrant and Dale Kutnick*10
.8

Subscription Agreement, dated August 31, 2006 between the
    Registrant and S&B Investment Management Group, LLC*10
.9

Subscription Agreement, dated August 31, 2006 between the
    Registrant and Edward Fenster*10
.10

Form of Investment Management Trust Agreement between the
    Registrant and Continental Stock Transfer &
    Trust Company*10
.11

Administrative Services Letter Agreement, dated
    September 1, 2006 between the Registrant and S&B
    Investment Management Group, LLC*10
.12

Promissory Note, dated August 31, 2006, in the principal
    amount of $40,000.00 issued by the Registrant to Larry J. Lenhart*10
.13

Promissory Note, dated August 31, 2006, in the principal
    amount of $35,000.00 issued by the Registrant to Daniel L.
    Burstein*10
.14

Promissory Note, dated August 31, 2006, in the principal
    amount of $35,000.00 issued by the Registrant to Samuel L.
    Schwerin*10
.15

Promissory Note, dated August 31, 2006, in the principal
    amount of $5,000.00 issued by the Registrant to Jon Lambert*10
.16

Promissory Note, dated August 31, 2006, in the principal
    amount of $28,000.00 issued by the Registrant to Ashanti Capital
    Partners, LLC*10
.17

Promissory Note, dated August 31, 2006, in the principal
    amount of $28,000.00 issued by the Registrant to Gordon E.
    Eubanks, Jr.*10
.18

Promissory Note, dated August 31, 2006, in the principal
    amount of $17,500.00 issued by the Registrant to Dale Kutnick*10
.19

Promissory Note, dated August 31, 2006, in the principal
    amount of $7,500.00 issued by the Registrant to S&B
    Investment Management Group, LLC*10
.20

Promissory Note, dated August 31, 2006, in the principal
    amount of $4,000.00 issued by the Registrant to Edward Fenster*10
.21

Form of Registration Rights Agreement between the Registrant and
    the Companys initial stockholders




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##### Table of Contents



ExhibitNo.

Description*10
.22

Third Amended and Restated Private Placement Agreement between
    the Registrant and the Companys initial stockholders*10
.23

Form of Letter Agreement between each Insider, the Registrant
    and the Underwriters*10
.24

Forfeiture Letter dated January 25, 2007 between the
    Registrant and the Registrants founders*14
.1

Code of Ethics24
.1

Power of Attorney (included on the signature pages)31
.1

Certificate Pursuant to
    Rule 13a-14(a)
    under the Securities Exchange Act of 1934 of the Principal
    Executive Officer31
.2

Certificate Pursuant to
    Rule 13a-14(a)
    under the Securities Exchange Act of 1934 of the Principal
    Financial Officer32
.1

Certificate Pursuant to 18 U.S.C. Section 1350, as
    adopted pursuant to Section 906 of the Sarbanes-Oxley Act
    of 200232
.2

Certificate Pursuant to 18 U.S.C. Section 1350, as
    adopted pursuant to Section 906 of the Sarbanes-Oxley Act
    of 2002*99
.1

Audit Committee Charter*99
.2

Nominating Committee Charter