UNITED STATES
                        SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  FORM 10-K


[X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934

                 For the fiscal year ended December 31, 2006
                                     or


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

                For the transition period from  to


                   Commission File Number: 001-33210
                   Transforma Acquisition Group Inc.
          (Exact name of registrant as specified in its charter)




           Delaware                                   20-5389307
(State or Other Jurisdiction of
 Incorporation or Organization)           (I.R.S. Employer Identification No.)


  350 Park Avenue, 10th Floor
      New York, NY                                      10022
(Address of Principal Executive Offices)             (Zip Code)

Registrant's telephone number, including area code: (646)521-7805

Securities registered pursuant to Section12(b) of the Act:

Title of Each Class               Name of Each Exchange on Which Registered
-------------------               -----------------------------------------
Units                                        American Stock Exchange

Common Stock, par value                     American Stock Exchange
 $0.0001 per share
Warrants                                    American Stock Exchange

     Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as
defined in Rule 405 of the Securities Act. Yes [ ] No [X]

Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Act. Yes [ ] No [X]

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

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K. [ ]

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

Large Accelerated Filer [ ] Accelerated Filer [ ] Non-Accelerated Filer [ ]

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

As of December 31, 2006, the aggregate market value of the registrant's units
held by non-affiliates of the registrant was $100,000,000.  The registrant's
common stock was not separately tradable until January 5, 2007.

Number of shares of common stock outstanding as of March 13, 2007: 15,624,997.

Documents Incorporated by Reference: Portions of the registrant's proxy
statement in connection with its 2007 Annual Meeting of Stockholders are
incorporated by reference in Part III.



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Table of Contents


                                      TABLE OF CONTENTS

Item
Description
Page

                                           PART I
                                           ------

ITEM 1.   BUSINESS                                                  5
ITEM 1A.  RISK FACTORS                                             11
ITEM 1B.  UNRESOLVED STAFF COMMENTS                                26
ITEM 2.   PROPERTIES                                               26
ITEM 3.   LEGAL PROCEEDINGS                                        26
ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS      26

                                          PART II
                                          -------

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY,
        RELATED STOCKHOLDER MATTERS AND ISSUER
        PURCHASES OF EQUITY SECURITIES                             27
ITEM 6. SELECTED FINANCIAL DATA                                    28
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
        FINANCIAL CONDITION AND RESULTS OF OPERATIONS              28
ITEM 7A.QUANTITATIVE AND QUALITATIVE DISCLOSURES
        ABOUT MARKET RISK                                          30
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA                31
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
        ON ACCOUNTING AND FINANCIAL DISCLOSURE                     42
ITEM 9A.CONTROLS AND PROCEDURES                                    42
ITEM 9B.OTHER INFORMATION                                          42


                                       PART III
                                       --------

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE    43
ITEM 11. EXECUTIVE COMPENSATION                                    43
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
         OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS     43
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS,
         AND DIRECTOR INDEPENDENCE                                 43
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES                    43


                                       PART IV
                                       -------

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES                44

         SIGNATURES                                                46

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          CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING INFORMATION

          This report includes forward-looking statements within the meaning
of Section 27A of the Securities Act of 1933, as amended (the "Securities
Act"), and Section 21E of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), that involve substantial risks and uncertainties. We have
based these forward-looking statements on our current expectations, estimates
and projections about our target industries, our beliefs, our assumptions and
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 this report, including in
"Item 1A. Risk Factors", and our other Securities and Exchange Commission
("SEC") filings, and the following:

-  our status as a development stage company;

-  our ability to continue as a going concern;

-  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 selection of a prospective acquisition target or asset;

-  our issuance of our capital stock or incurrence of debt to complete a
   business combination;

-  our ability to consummate an attractive business combination due to our
   limited resources and the significant competition for business combination
   opportunities;

-  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;

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-  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.

These risks and others described under "Item 1A. Risk Factors" are not
exhaustive.



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                                    PART I

ITEM 1.  BUSINESS

Introduction

          Transforma Acquisition Group Inc. is a blank check company that
was organized as a corporation under the laws of the State of Delaware on July
19, 2006. We were formed for the purpose of acquiring one or more assets or
control of one or more operating businesses in the technology, media or
telecommunications industries through a merger, capital stock exchange, asset
acquisition, stock purchase or other similar business transaction, which we
refer to as a "business combination."  Except for interest income generated on
the trust account in which the majority of the proceeds of our initial public
offering is held, we have not generated revenue to date. We are considered to
be in the development stage and are subject to the risks associated with
activities of development stage companies. Since our initial public offering
in December 2006, we have been actively engaged in sourcing a suitable
business combination candidate. We have met with prospective acquisition
targets, service professionals and other intermediaries to discuss our
company, the background of our management and our business combination
preferences. However, as of the date of filing of this report we have not
consummated any business combination. Unless the context otherwise requires,
references in this report to "the Company," "we," "us," and "our" refer to
Transforma Acquisition Group Inc.

          Our initial public offering closed on December 26, 2006 with our
issuance of 12,500,000 units (which consist of one share of our common stock,
par value $0.0001 per share, and one warrant to purchase one share of our
common stock) for an offering price of $100,000,000.

          We will focus our investment activities on the technology, media
and telecommunications industries.  Using the collective skill and experience
of our executive officers and directors, we will seek to consummate our
initial business combination with an acquisition target:

-  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.

  We expect that any transformative growth strategy will take advantage of
emerging macroeconomic business, cultural, market, and technological trends,
including:

-  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

  We believe that our focus on the technology, media and telecommunications
industries will provide us with a large universe of investment opportunities
based on:

-  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.

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EFFECTING A BUSINESS COMBINATION

GENERAL

     We were formed to acquire one or more assets or control of one or more
operating businesses in the technology, media or telecommunications industries
through a merger, capital stock exchange, stock purchase, asset acquisition or
other similar business combination. We are not presently engaged in any
substantive commercial business. We intend to utilize cash derived from the
proceeds of our initial public offering, our capital stock, debt or a
combination of these in effecting a business combination. Although a
substantial portion of the net proceeds of our initial public offering are
expected to be applied generally toward effecting a business combination, the
proceeds are not otherwise designated for any more specific purposes.
Accordingly, investors are investing without first having an opportunity to
evaluate the specific merits or risks of any one or more business
combinations.

     Subject to the requirement that our business combination must be with
one or more acquisition targets having a fair market value that is 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
such acquisition, there are no limitations on the type of investments we can
make or the percentage of our total assets that may be invested in any one
investment. Accordingly, other than the requirement that our business
combination must be with an acquisition target having a fair market value that
is 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 such acquisition, our investment policies may be changed from time to
time at the discretion of our board of directors, without a vote of our
stockholders. Additionally, no limits have been set on the concentration of
investments in any location or type of market.

     We intend to focus our acquisitions efforts primarily in the technology,
media and telecommunications industries. We believe that our management team
and board of directors have the industry knowledge and relationships to source
and execute acquisitions that will create above average stockholder returns.

WE HAVE NOT CONSUMMATED ANY BUSINESS COMBINATION

     We have met with prospective acquisition targets, service professionals
and other intermediaries to discuss our company, the background of our
management and our business combination preferences. However, to date, we have
not consummated any business combination.

     Except for the requirement that an acquisition target have a fair market
value of at least 80% of our net assets (excluding the amount held in the
trust account representing the underwriters' deferred discount) at the time of
the transaction, we have virtually unrestricted flexibility in identifying and
selecting prospective acquisition targets. Accordingly, there is no basis for
investors to evaluate the possible merits or risks of any acquisition target
with which we may ultimately complete a business combination. To the extent we
effect a business combination with entities without established records of
sales or earnings, we may be affected by numerous risks inherent in the
business and operations of such financially unstable businesses. Although our
management will endeavor to evaluate the risks inherent in a particular
acquisition target, we cannot assure you that we will properly ascertain or
assess all significant risk factors.

SOURCES OF ACQUISITION TARGETS

      Acquisition target candidates have been, and we anticipate will continue
to be, brought to our attention by various unaffiliated sources, including
private equity funds, venture capital funds, law firms, companies, investment
bankers and advisory firms that specialize in the technology, media or
telecommunications industries.  In addition, our officers, directors and
founders, as well as their affiliates, have brought to our attention
acquisition target candidates of which they have become aware through their
business contacts as a result of formal and informal inquiries and
discussions. In no event will any of our existing officers, directors or
founders or any entity with which they are affiliated, be paid any finder's
fee, consulting fee or other compensation prior to, or for any services they
render in order to effectuate, the consummation of a business combination
(other than reimbursement for any out-of-pocket expenses incurred by them in
connection with activities on our behalf, such as identifying potential
acquisition targets, performing business due diligence on suitable acquisition
targets and business combinations, as well as traveling to and from the
offices, plants or similar locations of prospective acquisition targets to
examine their operations).

Selection of an acquisition target and structuring of a business combination

     Subject to the requirement that our business combination must be with an
acquisition target having a fair market value that is 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 such acquisition, our
management will have virtually unrestricted flexibility in identifying and
selecting prospective acquisition targets. In evaluating a prospective
acquisition target, our management will consider, among other factors, the
following:

-  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;

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-  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.

     These criteria are not intended to be exhaustive. Any evaluation
relating to the merits of a particular business combination will be based, to
the extent relevant, on the above factors as well as other considerations
deemed relevant by our management in effecting a business combination
consistent with our business objective. In the case of all possible
acquisitions, we will seek to determine whether the transaction is advisable
and in the best interests of us and our stockholders. We believe it is
possible that our attractiveness as a potential buyer of businesses may
increase after the consummation of an initial transaction and there may or may
not be additional acquisition opportunities as we grow and integrate our
acquisitions. We may or may not make future acquisitions. Fundamentally,
however, we believe that, following an initial transaction, we may identify
and evaluate potential acquisition targets that will utilize these same
investment strategies. To the extent we are able to identify multiple
acquisition targets and options as to which business or assets to acquire as
part of an initial transaction, we intend to seek to consummate the
acquisition which is most attractive and provides the greatest opportunity for
creating stockholder value. The determination of which entity is the most
attractive would be based on our analysis of a variety of factors, including
whether such acquisition would be in the best interests of our stockholders,
the purchase price, the terms of the sale, the perceived quality of the assets
and the likelihood that the transaction will close.

     The time and costs required to select and evaluate an acquisition target
and to structure and consummate our initial business combination cannot
presently be ascertained with any degree of certainty. Any costs incurred with
respect to the identification and evaluation of a prospective acquisition
target with which a business combination is not ultimately completed will
result in a loss to us and reduce the amount of capital available to otherwise
complete a business combination. None of the officers or directors will
receive any compensation from us prior to the consummation of our initial
business combination, except for out-of-pocket expenses incurred by them on
our behalf.

FAIR MARKET VALUE OF ACQUISITION TARGET

     The initial acquisition target that we acquire must have a fair market
value equal to at least 80% of our net assets (including the funds held in the
trust account other than the portion representing our underwriters' deferred
discount) at the time of such acquisition, subject to the conversion rights
described below, although we may acquire a target whose fair market value
significantly exceeds 80% of our net assets. To accomplish this, we may seek
to raise additional funds through a secured financing or a private offering of
debt or equity securities if such funds are required to consummate such a
business combination, although we have not entered into any such fund raising
arrangement and do not currently anticipate effecting such a financing other
than in connection with the consummation of our initial business combination.
The fair market value of the acquisition target will be determined by our
board of directors based upon standards generally accepted by the financial
community, such as actual and potential sales, earnings and cash flow and book
value. If our board is not able to independently calculate the fair market
value of the acquisition target, we will obtain an opinion from an
unaffiliated, independent third party appraiser, which may or may not be an
investment banking firm that is a member of the National Association of
Securities Dealers, Inc. ("NASD") with respect to the satisfaction of such
criteria. Because any opinion, if obtained, would merely state that fair
market value meets the 80% of net assets threshold, it is not anticipated that
copies of such opinion would be distributed to our stockholders, although
copies will be provided to stockholders who request it. We will not be
required to obtain an opinion from a third party as to the fair market value
if our board of directors independently determines that the acquisition target
complies with the 80% threshold. Nevertheless, we reserve the right to obtain
an opinion from an unaffiliated, independent third party appraiser if we deem
it appropriate, for example, in the event of an actual or perceived conflict
of interest.

POSSIBLE LACK OF BUSINESS DIVERSIFICATION

     Our initial business combination must be with an acquisition target
which satisfies the minimum valuation standard at the time of such
acquisition, as discussed above. Consequently, it is possible that we may only
have the ability to effect a single business combination. Therefore, at least
initially, the prospects for our success may be entirely dependent upon the
future performance of a single business operation. Unlike other entities that
may have the resources to complete several business combinations of entities
or assets operating in multiple industries or multiple areas of a single
industry, it is probable that we will not have the resources to diversify our
operations or benefit from the possible spreading of risks or offsetting of
losses. By consummating a business combination with only a single entity, our
lack of diversification may:

-  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.

  In the event we ultimately determine to simultaneously acquire several
properties or assets and those properties or assets are owned by different
sellers, we may need for each of those sellers to agree that our purchase of
its properties or assets is contingent on the simultaneous closings of the
other acquisitions, which may make it more difficult for us, and delay our
ability, to consummate our initial business combination. With multiple

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acquisitions, we could also face additional risks, including additional
burdens and costs with respect to possible multiple negotiations and due
diligence investigations (if there are multiple sellers) and the additional
risks associated with the subsequent assimilation of the properties or assets
into a single operating business.

LIMITED ABILITY TO EVALUATE THE ACQUISITION TARGET'S MANAGEMENT

     Although we intend to closely scrutinize the management of a prospective
acquisition target when evaluating the desirability of effecting a business
combination, we cannot assure you that our assessment of the acquisition
target's management will prove to be correct. Following a business
combination, we may seek to recruit additional managers to supplement the
incumbent management of the acquisition target. We cannot assure you that we
will have the ability to recruit additional managers, or that any such
additional managers we do recruit will have the requisite skills, knowledge or
experience necessary to enhance the incumbent management.

OPPORTUNITY FOR STOCKHOLDER APPROVAL OF BUSINESS COMBINATION

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

     In connection with the vote required for any business combination, our
founders have agreed to vote all of their shares of common stock owned by them
prior to our initial public offering (but not shares acquired in our initial
public offering or the secondary market) in accordance with the majority of
the shares of common stock voted by the public stockholders. We will proceed
with our initial business combination only if a majority of the shares of
common stock voted by the public stockholders are voted in favor of our
initial business combination and public stockholders owning less than 40% of
the shares sold in our initial public offering both vote against our initial
business combination and exercise their conversion rights.

     Upon the consummation of our initial business combination, unless
required by Delaware law, the federal securities laws, and the rules and
regulations promulgated thereunder, or the rules and regulations of an
exchange upon which our securities are listed, we do not presently intend to
seek stockholder approval for any subsequent acquisitions.

CONVERSION RIGHTS

     At the time we seek stockholder approval of any business combination, we
will offer each public stockholder the right to have his or her shares of
common stock converted to cash if the stockholder votes against our initial
business combination and our initial business combination is approved and
completed. Our founders will not have such conversion rights with respect to
any shares of common stock owned by them. The actual per share conversion
price will be equal to the amount in the trust account, which include
$3,000,000 from the private placement of warrants, the amount held in the
trust account representing a portion of the underwriters' deferred discount,
and the interest earned on the trust account, net of taxes payable, remaining
in the trust account (other than one-half of the interest earned on the trust
account, net of taxes payable, up to an aggregate amount of $2,000,000, 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) (calculated as of two
business days prior to the consummation of the proposed business combination),
divided by the number of shares sold in our initial public offering. Without
taking into any account any interest earned on the trust account, the initial
per share conversion price would be $7.88 or $0.12 less than the per unit
offering price of $8.00. An eligible stockholder may request conversion at any
time after the mailing to our stockholders of the proxy statement and prior to
the vote taken with respect to a proposed business combination at a meeting
held for that purpose, but the request will not be granted unless the
stockholder votes against our initial business combination, our initial
business combination is approved and completed, and the stockholder continues
to own his shares through completion of our initial business combination. Any
request for conversion, once made, may be withdrawn at any time up to the date
of the meeting. It is anticipated that the funds to be distributed to
stockholders entitled to convert their shares who elect conversion will be
distributed promptly after completion of a business combination. Public
stockholders who convert their stock into their share of the trust account
still have the right to exercise any warrants that they still hold. We will
not complete our initial business combination if public stockholders owning
40% or more of the shares sold in our initial public offering both exercise
their conversion rights and vote against our initial business combination.

DISSOLUTION AND LIQUIDATION IF NO BUSINESS COMBINATION

     If we do not complete our initial business combination by June 26, 2008
(i.e., 18 months after the completion of our initial public offering) or by
December 26, 2008 (i.e., 24 months after the completion of our initial public
offering) if a letter of intent, agreement in principle or definitive
agreement has been executed by June 26, 2008 and our initial business
combination has not yet been consummated, our amended and restated certificate
of incorporation (a) provides that our corporate powers will automatically
thereafter be limited to acts and activities relating to dissolving and
winding up our affairs, including liquidation, and we will not be able to
engage in any other business activities and

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(b) requires that our board of directors no later than 15 days after the
expiration of such time period adopt a resolution finding our dissolution
advisable and provide notice as soon as possible thereafter of a special
meeting of stockholders to vote on our dissolution. Pursuant to Delaware law,
our dissolution also requires the affirmative vote of stockholders owning a
majority of our then outstanding common stock. In order to solicit such
stockholder approval, (i) our board of directors will cause to be prepared a
preliminary proxy statement setting forth the board of directors'
recommendation that we dissolve; (ii) we would expect that on the date that
the board of directors adopts such recommendation, we would file the
preliminary proxy statement with the Securities and Exchange Commission; (iii)
if the Securities and Exchange Commission does not review the preliminary
proxy statement, then 10 days following the passing of such deadline, we will
mail the proxy statements to our stockholders, and 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 dissolution; and (iv) if the
Securities and Exchange Commission does review the preliminary proxy
statement, we currently estimate that we will receive their comments 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 we will
convene a meeting of our stockholders at which they will either approve or
reject our dissolution. In the event that we do not initially obtain approval
for our dissolution by stockholders owning a majority of our outstanding
common stock, we will continue to take all reasonable actions to obtain such
approval, which may include adjourning the meeting from time to time to allow
us to obtain the required vote and retaining a proxy solicitation firm to
assist us in obtaining such vote. However, we cannot assure you that our
stockholders will approve our dissolution in a timely manner or at all. If we
are not able to obtain approval from a majority of our stockholders, we cannot
dissolve and liquidate and we will not be able to distribute funds from our
trust account to holders of our common stock sold in our initial public
offering and these funds will not be available for any other corporate
purpose.

     We anticipate that our liquidation will occur pursuant to Section 281(b)
of the Delaware General Corporation Law and, in this event, our board of
directors will be required under Section 281(b) to adopt a plan of
distribution pursuant to which the corporation shall pay or make reasonable
provision to pay all existing claims and obligations of the corporation, all
contingent, conditional or unmatured contractual claims, claims subject of a
pending suit, and claims that are likely to arise or become known within 10
years after our dissolution. Our board of directors intends to adopt a plan of
distribution and to distribute the funds held in the trust account and any of
our remaining assets to holders of our common stock sold in our initial public
offering as promptly as practicable following our dissolution. Until adoption
of our plan of distribution and distribution of the funds held in the trust
account, the funds will remain in the trust account and held by the trustee in
permitted investments.

     Assuming our dissolution is approved by our directors and stockholders
in accordance with Delaware law, holders of our common stock sold in our
initial public offering will be entitled to receive their proportionate share
of the trust account (inclusive of the proceeds from the private placement,
the remaining balance of any interest net of any income taxes due on such
interest and the underwriters' deferred discount). In addition, such holders
will be entitled to receive a pro rata portion of our remaining assets not
held in the trust account, less amounts we pay, or reserve to pay, for all of
our liabilities and obligations. These liabilities and obligations include our
corporate expenses arising during our remaining existence and the costs
associated with our dissolution and liquidation. Our corporate expenses are
expected to be primarily associated with preparation for and conduct of our
special meeting of stockholders and our continuing public reporting
obligations, including legal services, proxy soliciting firms, services of our
independent public accounting firm as well as legal fees we may incur in the
event of disputes with any claimants or creditors. To the extent that funds
reserved to pay liabilities or obligations are not subsequently used for such
purpose, the funds will be available for distribution to our holders of common
stock sold in our initial public offering or for ongoing corporate expenses
including costs of our liquidation during our remaining existence.

     Our founders have waived their rights to participate in any distribution
with respect to shares of common stock owned by them immediately prior to our
initial public offering (but not shares acquired in our initial public
offering or in the secondary market). If we dissolve and liquidate before the
consummation of a business combination, there will be no distribution from the
trust account with respect to our outstanding warrants which will expire
worthless.

     If we were to expend all of the net proceeds of our initial public
offering, other than the proceeds deposited in the trust account, and without
taking into account the remaining one-half interest, if any, earned on the
trust account, the initial per share liquidation price would be $7.88, or
$0.12 less than the per unit offering price of $8.00. The proceeds deposited
in the trust account could, however, become subject to the claims of our
creditors, if any, which could have higher priority than the claims of our
public stockholders. We cannot assure you that the actual per share
liquidation price will not be less than $7.88, plus interest, net of taxes,
due to claims of creditors. Although we will seek to have all vendors,
prospective acquisition targets 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 even if they
execute such agreements that they would be prevented from bringing claims
against the trust account. If any third party refused to execute an agreement
waiving such claims to the monies held in the trust account, we would perform
an analysis of the alternatives available to us if we chose not to engage such
third party and evaluate if such engagement would be in the best interest of
our stockholders if such third party refused to waive such claims. Examples of
possible instances where we may engage a third party that refused to execute a
waiver include the engagement of a third party consultant whose particular
expertise or skills are believed by management to be significantly superior to
those of other consultants that would agree to execute a waiver or in cases
where management is unable to find a provider of required services willing to
provide the waiver. In any event, our management would perform an analysis of
the alternatives available to it and would only enter into an agreement with a
third party that did not execute a waiver if management believed that such
third party's engagement would be significantly more beneficial to us than any
alternative. In addition, there is no 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

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with us and will not seek recourse against the trust account for any reason.
Our founders have agreed, subject to certain exceptions, that they will be
personally liable, on a joint and several basis, to cover claims made by such
third parties, but only if, and to the extent, the claims reduce the amounts
in the trust account available for payment to our stockholders in the event of
a liquidation and the claims are made by a vendor or service provider for
services rendered, or products sold, to us or by a prospective acquisition
target. However, our founders will not have any personal liability as to any
claimed amounts owed to a third party who executed a waiver (including a
prospective acquisition target) or the underwriters. We cannot assure you,
however, that our founders would be able to satisfy such obligations.
Additionally, the underwriters of our initial public offering have agreed to
forfeit any rights or claims against the proceeds held in the trust account
which includes a portion of their discount.

     Under the Delaware General Corporation Law, stockholders may be held
liable for claims by third parties against a corporation to the extent of
distributions received by them in a dissolution. If the corporation complies
with certain procedures set forth in Section 280 of the Delaware General
Corporation Law 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 distribution is limited to the
lesser of such 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 from claims brought after the
third anniversary of the dissolution. However, as stated above, it is our
intention to make liquidating distributions to our stockholders as soon as
reasonably possible after dissolution and, therefore, we do not intend to
comply with those procedures. As such, 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 may extend beyond the third
anniversary of such dissolution. Because we do not intend to comply with
Section 280, Section 281(b) of the Delaware General Corporation Law would
require us to adopt a plan of dissolution that will provide for our payment,
based on facts known to us at such time, of (i) all existing claims, (ii) all
pending claims and (iii) all claims that may be potentially brought against us
within the subsequent 10 years. However, because we are a blank check company,
rather than an operating company, and our operations will be limited to
searching for prospective acquisition targets to acquire, we believe the only
likely claims that could arise would be from our vendors (such as accountants,
lawyers, investment bankers, etc.) or potential acquisition targets. As
described above, we will seek to have all vendors and prospective acquisition
targets execute agreements with us waiving any right, title, interest or claim
of any kind in or to any monies held in the trust account. As a result, we
believe the claims that could be made against us are significantly limited and
the likelihood that any claim that would result in any liability extending to
the trust is remote. Moreover, because we will seek to obtain the waiver
letters described above, we believe the funds held in the trust account should
be excluded from the claims of any creditors in connection with any bankruptcy
proceeding.

     Our public stockholders will be entitled to receive funds from the trust
account only in the event of our dissolution and liquidation or if they seek
to convert their respective shares into cash upon a business combination which
the stockholder voted against and which is completed by us. In no other
circumstances will a stockholder have any right or interest of any kind to or
in the trust account. Voting against our initial business combination alone
will not result in conversion of a stockholder's shares into a pro rata share
of the trust account. The stockholder must have also exercised his or her
conversion rights described above.
Competition

     Identifying, executing and realizing attractive returns on business
combinations is highly competitive and involves a high degree of uncertainty.
We expect to encounter intense competition for potential acquisition targets
from other entities having a business objective similar to ours, including
venture capital funds, leveraged buyout funds, operating businesses, and other
entities and individuals, both foreign and domestic. Many of these competitors
are well established and have extensive experience in identifying and
effecting business combinations directly or through affiliates. Many of these
competitors possess greater technical, human and other resources than we do,
and our financial resources will be relatively limited when contrasted with
those of many of these competitors. Additional investment funds and blank
check companies with investment objectives similar to ours may be formed in
the future by other unrelated parties and these funds and companies may have
substantially more capital and may be able to have access to and utilize
additional financing on more attractive terms. While we believe that there are
numerous potential acquisition targets with which we could combine using the
net proceeds of our initial public offering, together with additional
financing, if available, our ability to compete in combining with certain
sizeable acquisition targets will be limited by our available financial
resources. This inherent competitive limitation gives others an advantage in
pursuing a business combination with certain acquisition targets. In addition:

-  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;

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-  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

     We do not own any real estate or other physical properties.  We maintain
our principal executive offices at 350 Park Avenue, 10th Floor, New York, NY
10022. The cost for this space is included in the monthly fee of $7,500 that
S&B Investment Management Group, LLC charges us for general and administrative
services, including office space, utilities and administrative support. We
believe, based on fees for similar services in the New York, NY area, that the
fee charged by S&B Investment Management Group, LLC is at least as favorable
as we could obtain from an unaffiliated person. We consider our current office
space, combined with the other office space otherwise available to our
executive officers, adequate for our current operations.

EMPLOYEES

     We have three executive officers. None of our officers, upon whom we are
dependant prior to effecting a business combination, have entered into an
employment agreement with us and none are obligated to devote any specific
number of hours to our matters and intend to devote only as much time as they
deem necessary to our affairs. The amount of time they will devote in any time
period will vary based on whether an acquisition target has been selected for
our initial business combination and the stage of our initial business
combination process we are in. Accordingly, once management locates a suitable
acquisition target to acquire they will spend more time investigating such
acquisition target and negotiating and processing our initial business
combination (and consequently more time devoted to our affairs) than they
would prior to locating a suitable acquisition target.

AVAILABLE INFORMATION

          We file with or submit to the SEC annual, quarterly and current
periodic reports, proxy statements and other information meeting the
informational requirements of the Exchange Act. While we do not have a website
with available filings, we will provide, at no additional charge, copies of
these reports, proxy and information statements and other information upon
request to our address at 350 Park Avenue, 10th Floor, New York, NY 10022,
Attention: Jon Lambert, or by telephone to (646)521-7805. You may also inspect
and copy these reports, proxy statements and other information, and related
exhibits and schedules, at the Public Reference Room of the SEC at 100 F
Street, NE, Washington, D.C. 20549. You may obtain information on the
operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330.
In addition, the SEC maintains an Internet site that contains reports, proxy
and information statements and other information filed electronically by us
with the SEC which are available on the SEC's Internet site at
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

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.

     We are a recently incorporated development stage company with no
operating results to date. Because we do not have an operating history, you
have no basis upon which to evaluate our ability to achieve our business
objective, which is to consummate a business combination in the technology,
media or telecommunications industries. We have no present revenue and we will
not generate any revenues until, at the earliest, after the consummation of a
business combination.

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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.

     We must complete a business combination with a fair market value of 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
acquisition by June 26, 2008 (i.e., 18 months after the completion of our
initial public offering) or by December 26, 2008 (i.e., 24 months after the
completion of our initial public offering) if a letter of intent, agreement in
principle or definitive agreement has been executed by June 26, 2008). The
fair market value of the acquisition target will be determined by our board of
directors based upon standards generally accepted by the financial community,
such as actual and potential sales, earnings and cash flow and book value. If
our board is not able to independently calculate the fair market value of the
acquisition target, we will obtain an opinion from an unaffiliated,
independent third party appraiser, which may or may not be an investment
banking firm that is a member of the NASD with respect to the satisfaction of
such criteria. The initial per unit amount of the proceeds from our initial
public offering that were deposited in the trust account, which include the
proceeds of the private placement of our warrants, was $7.88 per unit.

     If we are unable to complete a business combination within the
prescribed time frame and are forced to dissolve and liquidate our assets, the
per share liquidation distribution may be less than $8.00 because of the
expenses paid in our initial public offering, our general and administrative
expenses, the anticipated costs associated with seeking a business combination
and any claims of our creditors. Furthermore, if we dissolve and liquidate
before the completion of a business combination, there will be no distribution
from the trust account with respect to our outstanding warrants which will
expire worthless.

BECAUSE OF OUR LIMITED RESOURCES AND THE SIGNIFICANT COMPETITION FOR BUSINESS
COMBINATION OPPORTUNITIES, WE MAY NOT BE ABLE TO CONSUMMATE AN ATTRACTIVE
BUSINESS COMBINATION.

     Identifying, executing and realizing attractive returns on business
combinations is highly competitive and involves a high degree of uncertainty.
We expect to encounter intense competition for potential acquisition targets
from other entities having a business objective similar to ours, including
venture capital funds, leveraged buyout funds, operating businesses, and other
entities and individuals, both foreign and domestic. Many of these competitors
are well established and have extensive experience in identifying and
effecting business combinations directly or through affiliates. Many of these
competitors possess greater technical, human and other resources than we do,
and our financial resources will be relatively limited when contrasted with
those of many of these competitors. Additional investment funds and blank
check companies with similar investment objectives as ours may be formed in
the future by other unrelated parties and these funds and companies may have
substantially more capital and may be able to have access to and utilize
additional financing on more attractive terms. While we believe that there are
numerous potential acquisition targets with which we could combine using the
net proceeds of our initial public offering, together with additional
financing, if available, our ability to compete in combining with certain
sizeable acquisition targets will be limited by our available financial
resources. This inherent competitive limitation gives others an advantage in
pursuing a business combination with certain acquisition targets. In addition:

- 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.

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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.

     We currently believe that any plan of dissolution and distribution
subsequent to the expiration of the 18 and 24-month deadlines would proceed in
approximately the following manner:

-  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;

-  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.


   In the event we seek stockholder approval for a plan of dissolution and
distribution and do not obtain such approval, we will nonetheless continue to
pursue stockholder approval for our dissolution. Pursuant to the terms of our
amended and restated certificate of incorporation, our powers following the
expiration of the permitted time periods for consummating a business
combination automatically will be limited to acts and activities relating to
dissolving and winding up our affairs, including liquidation. The funds held
in our trust account (other than one-half of the interest earned on the trust
account, net of taxes payable, up to an aggregate amount of $2,000,000, 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) may not be distributed
except following our dissolution and, unless and until approval is obtained
from our stockholders, the funds held in our trust account will not be
released.

     These procedures, or a vote to reject any plan of dissolution and
distribution by our stockholders, may result in substantial delays in the
liquidation of our trust account to our public stockholders as part of our
plan of dissolution and distribution.
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.

     Under the Delaware General Corporation Law, stockholders may be held
liable for claims by third parties against a corporation to the extent of
distributions received by them in a dissolution. If a corporation complies
with certain statutory procedures set forth in Section 280 of the Delaware
General Corporation Law intended to ensure that the corporation makes
reasonable provision for all claims against it, 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 from claims
brought after the third anniversary of the dissolution. The procedures in
Section 280 include a 60-day notice period during which any third-party claims
may be brought against us, a 90-day period during which we may reject any
claims brought, and an additional 150-day waiting period before any
liquidating distributions may be made to stockholders. If we do not follow the
procedures in Section 280 of the Delaware General Corporation Law, 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
holders of common stock may extend beyond the third anniversary of such
dissolution. We do not intend to comply with Section 280 of the Delaware
General Corporation Law.

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 AT LEAST THE NEXT 24 MONTHS, WE MAY
NOT BE ABLE TO COMPLETE A BUSINESS COMBINATION.

     We currently believe that the funds available to us from the net
proceeds of our initial public offering not placed in the trust account
(together with 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)

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will be sufficient to allow us to operate for at least the next 24 months,
assuming that a business combination is not consummated during that time.
However, we cannot assure you that our estimates will be accurate. We could
use a portion of these funds to pay due diligence costs in connection with a
potential business combination or to pay fees to consultants to assist us with
our search for an acquisition target. We could also use a portion of these
funds as a down payment or to fund a "no-shop" provision (a provision in
letters of intent designed to keep acquisition targets from "shopping" around
for transactions with others on terms more favorable to such acquisition
targets) with respect to a particular proposed business combination, although
we do not have any current intention to do so. If we entered into such a
letter of intent where we paid for the right to receive exclusivity from an
acquisition target and were subsequently required to forfeit such funds
(whether as a result of our breach or otherwise), we might not have sufficient
funds to continue searching for, or conduct due diligence with respect to any
other potential acquisition targets. Moreover, we may be required to expend a
significant portion of the available proceeds in pursuit of a business
combination which is not ultimately consummated. If we do not have sufficient
proceeds available to cover our expenses, we may be required to obtain
additional financing from our executive officers, our directors, our founders
or third parties. We may not be able to obtain additional financing and none
of our executive officers, directors or founders are obligated to provide any
additional financing. If we do not have sufficient proceeds and are unable to
obtain additional financing, we may be required to dissolve and liquidate
prior to consummating a business combination.

A SIGNIFICANT PORTION OF OUR WORKING CAPITAL COULD BE EXPENDED IN PURSUING
BUSINESS COMBINATIONS THAT ARE NOT CONSUMMATED.

     It is anticipated that the investigation of each specific acquisition
target and the negotiation, drafting and execution of relevant agreements,
disclosure documents, and other instruments will require substantial
management time and attention and substantial costs for accountants, attorneys
and others. In addition, we may opt to make down payments or pay exclusivity
or similar fees in connection with structuring and negotiating a business
combination. If a decision is made not to complete a specific business
combination, the costs incurred up to that point in connection with the
abandoned transaction, potentially including down payments or exclusivity or
similar fees, will not be recoverable. Furthermore, even if an agreement is
reached relating to a specific acquisition target, we may fail to consummate
the transaction for any number of reasons including those beyond our control,
such as if our public stockholders holding 40% or more of our common stock
vote against the transaction and exercise their conversion rights even though
a majority of our public stockholders approve the transaction. Any such event
will result in a loss to us of the related costs incurred, which could
materially and adversely affect our subsequent attempts to locate and combine
with another business.

YOU WILL NOT BE ENTITLED TO PROTECTIONS NORMALLY AFFORDED TO INVESTORS OF
BLANK CHECK COMPANIES.

     Because the net proceeds of our initial public offering are intended to
be used to complete a business combination with an unidentified acquisition
target, we may be deemed to be a "blank check" company under the United States
securities laws. However, since we have net tangible assets in excess of
$5,000,000 and filed a Current Report on Form 8-K with the SEC promptly
following completion of our initial public offering including an audited
balance sheet demonstrating this fact, 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. Because we are not subject to these rules, including Rule 419,
our units were immediately tradable and we have a longer period of time to
complete a business combination in certain circumstances than we would if we
were subject to such rule.

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.

     Placing of funds in the trust account may not protect those funds from
third party claims against us. Upon our dissolution, we will be required,
pursuant to Delaware General Corporate Law Section 281, to pay or make
reasonable provision to pay all of our claims and obligations, including
contingent or conditional claims, which we intend to pay, to the extent
sufficient to do so, from our funds not held in the trust account. Although we
will seek to have all vendors, prospective acquisition targets or other
entities with which we execute agreements waive 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 even if they execute such agreements, that such
waivers will be enforceable or they would otherwise be prevented from bringing
claims against the trust account. If any third party refused to execute an
agreement waiving such claims to the monies held in the trust account, we
would perform an analysis of the alternatives available to us if we chose not
to engage such third party and evaluate if such engagement would be in the
best interest of our stockholders if such third party refused to waive such
claims.

     Examples of possible instances in which we may engage a third party that
refused to execute a waiver include the engagement of a third party consultant
whose particular expertise or skills are believed by management to be
significantly superior to those of other consultants that would agree to
execute a waiver or in cases where management is unable to find a provider of
required services willing to provide the waiver. In any event, our management
would perform an analysis of the alternatives available to it and would enter
into an agreement with a third party that did not execute a waiver only if
management believed that such third party's engagement would be significantly
more beneficial to us than any alternative. In addition, there is no 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 not seek recourse against the trust account for any reason. In
addition, creditors may seek to interfere with the distribution process under
state or federal 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 required to file a
bankruptcy case or an involuntary bankruptcy case is filed against us that is
not dismissed, the funds held in the trust account will be subject to
applicable bankruptcy law and may be included in our bankruptcy estate and
subject to the claims of third parties

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with priority over the claims of our stockholders. Accordingly, the proceeds
held in the trust account could be subject to claims which could take priority
over those of our public stockholders. We cannot assure you that the per share
distribution will not be less than $7.88, plus the remaining one-half net
interest accrued, due to such claims, or that there will not be delays in
distributing funds in addition to those imposed by our duties to comply with
Delaware General Corporation Law procedures and federal securities laws and
regulations. Our founders have agreed, subject to certain exceptions, that
they will be personally liable, on a joint and several basis, to cover claims
made by such third parties, but only if, and to the extent, the claims reduce
the amounts in the trust account available for payment to our stockholders in
the event of a liquidation and the claims are made by a vendor or service
provider for services rendered, or products sold, to us or by a prospective
acquisition target. Based on representations made to us by our founders, we
currently believe that they are capable of funding a shortfall in our trust
account to satisfy their foreseeable indemnification obligations. However, we
have not asked them to reserve for such an eventuality. We cannot assure you
that our founders will be able to satisfy those obligations or that the
proceeds in the trust account will not be reduced by such claims. Further, our
founders will not have any personal liability as to any claimed amounts owed
to a third party who executed a waiver (including a prospective acquisition
target) or the underwriters of our initial public offering.

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 apply to us until the consummation of a business combination.
Specifically, our amended and restated certificate of incorporation provides
among other things, that:

-  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.

     Our amended and restated certificate of incorporation requires that we
obtain the unanimous consent of stockholders to amend the above provisions.
However, the validity of unanimous consent provisions under Delaware law has
not been settled. A court could conclude that the unanimous consent
requirement constitutes a practical prohibition on amendment in violation of
the stockholders' implicit rights to amend our amended and restated
certificate of incorporation. In that case, some or all of the above
provisions could be amended without unanimous consent and any such amendment
could reduce or eliminate the protection afforded to our stockholders.
However, we view the foregoing provisions as obligations to our stockholders
and we will not take any action to waive or amend any of these provisions,
such that such waiver or amendment would take effect prior to the consummation
of our initial business combination.

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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's operations.

     Because we have not yet selected a prospective acquisition target with
which to complete a business combination, investors currently have no basis to
evaluate the possible merits or risks of the acquisition target. Although our
management will evaluate the risks inherent in a particular acquisition
target, we cannot assure you that they will properly ascertain or assess all
of the significant risk factors. We also cannot assure you that an investment
in our securities will ultimately prove to be more favorable to investors than
a direct investment, if such opportunity were available, in an acquisition
target. Except for the limitation that an acquisition target have a fair
market value of 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 the acquisition, we will have virtually unrestricted
flexibility in identifying and selecting a prospective acquisition target in
the technology, media or telecommunications industries.

THERE MAY BE TAX CONSEQUENCES ASSOCIATED WITH OUR ACQUISITION, HOLDING AND
DISPOSITION OF TARGET COMPANIES AND ASSETS.

     We may incur significant taxes in connection with effecting
acquisitions, holding, receiving payments from, and operating target companies
and assets, and disposing 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.

     Our amended and restated certificate of incorporation authorizes the
issuance of up to 100,000,000 shares of common stock, par value $0.0001 per
share, and 5,000 shares of preferred stock, par value $0.0001 per share. There
are 68,125,003 authorized but unissued shares of our common stock available
for issuance (after appropriate reservation for the issuance of shares upon
full exercise of our outstanding warrants and the purchase option granted to
CRT Capital Group LLC) and the 5,000 shares of preferred stock available for
issuance. Although we have no commitment to do so, we are likely to issue a
substantial number of additional shares of our common or preferred stock, or a
combination of common and preferred stock, to complete a business combination.
The issuance of additional shares of our common stock or any number of shares
of our preferred stock:

-  may significantly reduce the equity interest of 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.

     If we issue debt securities, it could result in:

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

-  acceleration of our obligations to repay the indebtedness even if we 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;

-  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;

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-  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.

     Our ability to successfully consummate a business combination will be
dependent upon the efforts of our key personnel. The future role of our key
personnel following a business combination, however, cannot presently be fully
ascertained. None of our key personnel have entered into either employment or
consulting agreements with us. Therefore, our key personnel will only remain
with the combined company upon the consummation of a business combination if
they choose to do so and are able to negotiate and agree to mutually
acceptable employment or consultancy terms, which terms would be determined at
such time by the respective parties and disclosed to stockholders at the time
we seek approval for the initial business combination. Furthermore, we will
not be able to grant shares of common stock or options to our key personnel
prior to the earlier of the consummation of our initial business combination
or the total release of funds in the trust account, which may affect our
hiring and retention efforts. Additionally, we may also employ other personnel
following a business combination, including the management associated with the
acquisition candidate. While we intend to closely scrutinize any such
individuals, we cannot assure you that our assessment of them will prove to be
correct.

THE LOSS OF ANY OF OUR EXECUTIVE OFFICERS COULD ADVERSELY AFFECT OUR ABILITY
TO OPERATE.

     Our operations prior to our initial business combination are dependent
upon our executive officers. Our current executive officers intend to stay
with us until the consummation of a business combination or our dissolution
and liquidation. Our executive officers will only remain with the combined
company after the consummation of a business combination if they choose to do
so and they are able to negotiate mutually agreeable employment terms as a
part of any such combination, which terms would be disclosed to our
stockholders in any proxy statement relating to such transaction. If our
executive officers choose to remain with us after our initial business
combination, they will negotiate the terms of our initial business combination
as well as the terms of their employment arrangements and may have a conflict
of interest in negotiating the terms of our initial business combination
while, at the same time, negotiating terms of their employment arrangements.
The unexpected loss of the services of one or more of our executive officers
could have a detrimental effect on us after a business combination.

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.

     Our executive officers and directors are not required to commit their
full time to our affairs, which could create a conflict of interest when
allocating their time between our operations and their other commitments. None
of our officers or directors are obligated to devote any specific number of
hours to our affairs. If an officer or director is required to devote more
substantial amounts of time to his or her other businesses and affairs, it
could limit his or her 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.

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.

     Some of our executive officers and directors are affiliated with
entities in the technology, media and telecommunications industries.

     None of our officers or directors are currently a principal of, or
affiliated or associated with, a blank check company. However, all of our
officers and directors currently are, and may in the future become, affiliated
with additional entities, including other "blank check" companies.
Additionally, our officers and directors may become aware of business
opportunities that may be appropriate for presentation to us and the other
entities to which they owe fiduciary duties. Accordingly, our executive
officers and directors may have conflicts of interest in determining to which
entity a particular business opportunity should be presented. We cannot assure
you that any of these conflicts will be resolved in our favor.

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.

     Our executive officers and directors either currently have or may in the
future have affiliations with companies in the technology, media and
telecommunications industries. If we were to seek a business combination with
an acquisition target with which one or more of our executive officers or
directors may be affiliated, conflicts of interest could arise in connection
with negotiating the terms of and completing


                                      17
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our initial business combination. Conflicts that may arise may not be resolved
in our favor. In the event we pursue a business combination with an entity
with which one or more of our executive officers and directors is affiliated,
we would obtain an opinion from an independent investment banking firm
regarding the fairness to our stockholders, from a financial point of view, of
the business combination. Our executive officers and directors are not
currently aware of any specific opportunities to consummate a business
combination with any entities with which they are affiliated, whether by
virtue of the sale of assets, spin-off, divestiture or otherwise, and there
have been no preliminary discussions or indications of interest with any such
entity or entities. Although we will not be specifically focusing on or
targeting any transaction with any entities affiliated with any of our
executive officers and directors, and we are unaware of any such actual or
potential transaction as of the date of this prospectus, we would consider
such a transaction after the offering if any such opportunity were presented
to us. It is possible that we could consider an opportunity with entities
affiliated with any of our officers and directors without first seeking to
consummate a business combination with an entity that is not affiliated with
any of our executive officers and directors.

ANY ATTEMPT TO CONSUMMATE MORE THAN ONE TRANSACTION AS OUR INITIAL BUSINESS
COMBINATION WILL MAKE IT MORE DIFFICULT TO CONSUMMATE OUR INITIAL BUSINESS
COMBINATION.

     In the event that we are unable to identify a single operating company
with which to engage in a business combination, we may seek to combine
contemporaneously with multiple operating companies whose collective fair
market value is 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 those combinations. Business combinations involve a
number of special risks, including diversion of management's attention, legal,
financial, accounting and due diligence expenses, and general risks that
transactions will not be consummated. To the extent we try to consummate more
than one transaction at the same time, all of these risks will be exacerbated,
especially in light of the small number of our executive officers and
directors and our limited financial and other resources. Completing our
initial business combination through more than one transaction likely will
result in increased costs as we would be required to conduct a due diligence
investigation of more than one business and negotiate the terms of our initial
business combination with multiple entities. In addition, due to the
difficulties involved in consummating multiple business combinations
concurrently, our attempt to complete our initial business combination in this
manner would increase the chance that we would be unable to successfully
complete our initial business combination in a timely manner. Further, if our
initial business combination entails simultaneous transactions with different
entities, each entity will need to agree that its transaction is contingent
upon the simultaneous closing of the other transactions, which may make it
more difficult for us, or delay our ability, to complete the initial business
combination. As a result, if we attempt to consummate our initial business
combination in the form of multiple transactions, there is an increased risk
that we will not be in a position to consummate some or all of those
transactions, which could result in our failure to satisfy the requirements
for an initial business combination and force us to liquidate.

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.

     Due to the competition for business combination opportunities, we may
combine with an acquisition target with a history of poor operating
performance if we believe that acquisition target has attractive attributes
that can take advantage of trends in the technology, media and
telecommunications industries. However, combining with an acquisition target
with a history of poor operating performance can be extremely risky and we may
not be able to improve its operating performance. If we cannot improve the
operating performance of such acquisition target following our business
combination, then our business, financial condition and results of operations
will be adversely affected. Factors that could result in our not being able to
improve operating performance include, among other things:

-  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.

     In connection with the capital requirements that will be required for
any particular business combination, if the net proceeds of our initial public
offering prove to be insufficient, because of the size of our initial business
combination or because we become obligated to convert into cash a significant
number of shares from converting stockholders, we may be required to seek
additional financing through the issuance of equity or debt securities or
other financing arrangements. We cannot assure you that such financing will be
available on acceptable terms, if at all. To the extent that additional
financing proves to be unavailable when needed to consummate a particular
business combination, we may be compelled to restructure or abandon that
particular business combination and seek alternative acquisition targets. In
addition,

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if we complete a business combination, we may require additional financing to
fund the operations or growth of acquisition target. The failure to secure
additional financing could have a material adverse effect on the continued
development or growth of our combined business or businesses. None of our
executive officers, directors or stockholders is required to provide any
financing to us in connection with or after the consummation of a 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.

     Our founders own, in the aggregate, 3,124,997 shares (after forfeiture
of 468,750 shares that was acknowledged on January 25, 2007) of our common
stock and the 3,000,000 warrants purchased in the private placement, but have
waived their right to receive distributions (other than with respect to any
shares acquired in our initial public offering or in the secondary market)
following our dissolution and liquidation prior to a business combination.
These shares will be worthless if we do not consummate a business combination.
The personal and financial interests of our officers and directors may
influence their motivation in identifying and selecting an acquisition
business and completing a business combination in a timely manner.
Consequently, our officers' and directors' discretion in identifying and
selecting a suitable acquisition target may result in a conflict of interest
when determining whether the terms, conditions and timing of a particular
business combination are appropriate and in our public stockholders' best
interest.

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 will 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 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.

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

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.

     Of the net proceeds from our initial public offering, the private
placement and the underwriters' deferred discount, $98,500,000 is held in the
trust account and may be used by us to complete a business combination. Our
business combination must be with a business having a fair market value of 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
such acquisition. We have no limitation on our ability to raise additional
funds through the private sale of securities or the incurrence of indebtedness
that would enable us to effect a business combination with an operating
business having a fair market value in excess of 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 an acquisition. However,
we have not entered into any such fundraising arrangement and have no current
intention of doing so. Consequently, initially it is probable that we will
have the ability to complete only a single business combination. We may not be
able to acquire more than one acquisition target because of various factors,
including insufficient financing or the difficulties involved in consummating
the contemporaneous acquisition of more than one operating company. Therefore,
it is probable that we will have the ability to complete a business
combination with only a single operating business, which may have only a
limited number of products or services. The resulting lack of diversification
may:

-  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.


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     In this case, we will not be able to diversify our operations or benefit
from the possible spreading of risks or offsetting of losses, unlike other
entities that may have the resources to complete several business combinations
in different industries or different areas of a single industry so as to
diversify risks and offset losses. Further, the prospects for our success may
be entirely dependent upon the future performance of the initial acquisition
target(s) we acquire.

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.

     When we seek stockholder approval of our initial business combination,
we will offer each public stockholder (other than our founders) the right to
have his, her or its shares of common stock converted to cash if the
stockholder votes against our initial business combination and our initial
business combination is approved and consummated. Such holder must both vote
against such business combination and then exercise his, her or its conversion
rights to receive a pro rata share of the trust account. Accordingly, if our
business combination requires us to use substantially all of our cash to pay
the purchase price, because we will not know how many stockholders may
exercise such conversion rights, we may either need to reserve part of the
trust account for possible payment upon such conversion, or we may need to
arrange third party financing to help fund our business combination in case a
larger percentage of stockholders exercise their conversion rights than we
expect. Therefore, we may not be able to consummate a business combination
that requires us to use all of the funds held in the trust account as part of
the purchase price, or we may end up having to incur an amount of leverage
that is not optimal for our business combination. This may limit our ability
to effectuate the most attractive business combination available to us.

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.

     Our founders, including all of our officers and directors, own 20% of
our issued and outstanding shares of common stock (not including any units or
shares of common stock purchased by our founders in either our initial public
offering or in the secondary market). Our board of directors will be divided
into three classes, each of which generally will serve for a term of three
years, with only one class of directors being elected in each year. There may
not be an annual meeting of stockholders to elect new directors prior to the
consummation of a business combination, in which case all of the current
directors will continue in office at least until the consummation of our
initial business combination. If there is an annual meeting, as a consequence
of this "staggered" board of directors, only a minority of the board of
directors would be considered for election. As a result, our officers and
directors may exert considerable influence on actions requiring a stockholder
vote, including the election of officers and directors, amendments to our
amended and restated certificate of incorporation, the approval of benefit
plans, mergers, and similar transactions (other than approval of our initial
business combination). Moreover, except to the extent stockholder proposals
are properly and timely submitted, our directors will determine which matters,
including prospective business combinations, to submit to a stockholder vote.
As a result, they will exert substantial control over actions requiring a
stockholder vote both before and following a business combination.

     In connection with the stockholder vote required for our initial
business combination, all of our founders, including all of our officers and
directors, have agreed to vote all of the shares of common stock owned by them
immediately prior to our initial public offering (but not shares acquired in
our initial public offering or in the secondary market) in accordance with the
majority of the shares of common stock voted by the public stockholders.

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.

     Our founders are entitled to make a demand that we file a registration
statement to register their shares of common stock and the shares of common
stock underlying the warrants sold in the private placement at any time
commencing 90 days prior to the expiration of the transfer restrictions on
such securities. If our founders exercise their registration rights with
respect to all of their shares of common stock, including those underlying the
warrants issued in the private placement, then there will be an additional
6,124,997 shares of common stock eligible for trading in the public market. In
addition, we sold to CRT Capital Group LLC an option to purchase up to a total
of 375,000 units identical to those units offered in our initial public
offering, and have further agreed to grant to CRT Capital Group LLC certain
"piggy-back" registration rights with respect to the units issuable upon
exercise of its purchase option. If this purchase option is exercised, and all
of the underlying warrants are also exercised, and CRT Capital Group LLC
exercises its registration rights, there will be an additional 750,000 shares
of our common stock eligible for trading in the public market. The presence of
these additional shares of common stock trading in the public market may have
an adverse effect on the market price of our common stock. In addition, the
existence of the registration rights and the purchase option may make it more
difficult to effectuate a business combination or increase the cost of
acquiring the acquisition target, as the stockholders of the acquisition
target may be discouraged from entering into a business combination with us or
will request a higher price for their securities because of the potential
effect the exercise of the registration rights and the purchase option may
have on the trading market for our common stock.


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A MARKET FOR OUR SECURITIES MAY NOT DEVELOP, WHICH WOULD ADVERSELY AFFECT THE
LIQUIDITY AND PRICE OF OUR SECURITIES.

     The price of our securities may vary significantly due to our reports of
operating losses, one or more potential business combinations, the filing of
periodic reports with the SEC, and general market or economic conditions.
Furthermore, an active trading market for our securities may not be sustained.
You may be unable to sell your securities unless a market can be established
and sustained.

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.

     If we are deemed to be an investment company under the Investment
Company Act of 1940, as amended, we may be subject to certain restrictions
that may make it more difficult for us to consummate a business combination,
including:

-  restrictions on the nature of our investments; and

-  restrictions on the issuance of securities.

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

-  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.

     To this end, the proceeds held in the trust account may be invested by
the trust agent only in United States "government securities"
within the meaning of Section 2(a)(16) of the Investment Company Act of 1940,
as amended, with a maturity of 180 days or less, or in money market funds
meeting certain conditions under Rule 2a-7 promulgated under the Investment
Company Act of 1940, as amended. By restricting the investment of the proceeds
to these instruments, we intend to comply with certain exemptions under the
Investment Company Act of 1940, as amended.

     In addition, if we do not complete a business combination by June 26,
2008 (i.e., 18 months after the completion of our initial public offering) or
by December 26, 2008 (i.e., 24 months after the completion of our initial
public offering) if a letter of intent, agreement in principle or definitive
agreement has been executed by June 26, 2008 and our initial business
combination has not yet been consummated), our amended and restated
certificate of incorporation (1) provides that our corporate powers will
automatically thereafter be limited to acts and activities relating to
dissolving and winding up our affairs, including liquidation, and (2) requires
that, no later than 15 days after the expiration of the allotted time periods,
our board of directors adopt a resolution finding our dissolution advisable
and that it provide notice as soon as possible thereafter of a special meeting
of stockholders to vote on our dissolution. If our stockholders do not approve
our dissolution in a timely manner or at all, we will not be able to liquidate
and distribute the trust account to holders of our common stock sold in our
initial public offering for an extended period of time or indefinitely, and,
consequently, we may be deemed to be an investment company.

     If we are deemed to be an investment company at any time, we will be
required to comply with additional regulatory requirements under the
Investment Company Act of 1940, as amended, which would require additional
expenses for which we have not budgeted.

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.

     We are not required to obtain an opinion from an unaffiliated third
party that either the acquisition target we select has a fair market value
equal to at least 80% of our net assets (excluding the amount held in the
trust account representing a portion of the underwriters' discount) or that
the price we are paying is fair to stockholders. If no opinion is obtained,
our stockholders will be relying on the judgment or our board of directors.
However, we will not enter into an initial business combination with any of
our founders, officers or directors, or any of their affiliates, without first
obtaining an opinion from an independent investment banking firm regarding the
fairness to our stockholders, from a financial point of view, of the business
combination.

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.

     Our securities are listed on the American Stock Exchange, a national
securities exchange. We cannot assure you that our securities will continue to
be listed on the American Stock Exchange in the future. In addition, in
connection with a business combination, it is likely that the American Stock
Exchange may require us to file a new listing application and meet its initial
listing requirements,

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as opposed to its more lenient continued listing requirements. We cannot
assure you that we will be able to meet those initial listing requirements at
that time.

     If the American Stock Exchange delists our securities from trading on
its exchange in the future, we could face significant material adverse
consequences, including:

-  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.

     No warrant held by public stockholders or issuable upon exercise of the
purchase option granted to CRT Capital Group LLC will be exercisable and we
will not be obligated to issue shares of common stock with respect to any such
warrant unless, at the time a holder seeks to exercise such warrant, a
prospectus relating to the common stock issuable upon exercise of the warrant
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 warrant. Under the terms of the warrant agreement, we have agreed to use
our best efforts to meet these conditions and to maintain a current prospectus
relating to the common stock issuable upon exercise of the warrants until the
expiration of the warrants. However, we cannot assure you that we will be able
to do so, and if we do not maintain a current prospectus related to the common
stock issuable upon exercise of the warrants, holders will be unable to
exercise their warrants and we will not be required to settle any such warrant
exercise. If the prospectus relating to the common stock issuable upon the
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, the warrants held by public stockholders or
issuable upon exercise of the purchase option granted to CRT Capital Group LLC
may have no value, the market for such warrants may be limited and such
warrants may expire worthless. Even if the prospectus relating to the common
stock issuable upon exercise of the warrants is not current, the warrants
issued to our initial stockholders may be exercisable for unregistered shares
of common stock.

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 have agreed to sell to CRT Capital Group LLC and the warrants
to be sold in the private placement) 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 on the American Stock Exchange, or other
principal market on which our common stock may be traded, equals or exceeds
$11.50 per share for any 20 trading days within a 30 trading day period ending
three business days before we send the notice of redemption, and a
registration statement under the Securities Act relating to shares of common
stock issuable upon exercise of the warrants is effective and expected to
remain effective to and including the redemption date and a prospectus
relating to the shares of common stock issuable upon exercise of the warrants
is available for use to and including the redemption date. Redemption of the
warrants could force the warrant holders (1) to exercise the warrants and pay
the exercise price therefor at a time when it may be disadvantageous for the
holders to do so, (2) to sell the warrants at the then current market price
when they might otherwise wish to hold the warrants, or (3) 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.

     Because our executive officers and directors own warrants that may be
exercised on a "cashless" basis, a conflict of interest may arise in the event
we elect to redeem the warrants at a time when it may be disadvantageous for
other warrant holders to exercise their warrants. So long as the conditions
permitting management to elect to redeem the warrants are met, if management
believes that a number of holders will not exercise their outstanding warrants
upon redemption, management may elect to redeem the warrants in order to
permit such executive officers and directors to own a greater percentage of
our voting common stock, on a fully-diluted basis, because the warrants owned
by our executive officers and directors are not required to be exercised for
cash.

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.

     Our amended and restated certificate of incorporation and bylaws contain
provisions that may discourage unsolicited takeover proposals that
stockholders may consider to be in their best interests. These provisions
include a staggered board of directors and the ability of the board of
directors to designate the terms of and issue new series of preferred stock.
Our board of directors is divided into three classes,

                                       22
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each of which will generally serve for a term of three years with only one
class of directors being elected in each year. As a result, at any annual
meeting only a minority of the board of directors will be considered for
election. Since our "staggered board" would prevent our stockholders from
replacing a majority of our board of directors at any annual meeting, it may
entrench management and discourage unsolicited stockholder proposals that may
be in the best interests of stockholders.

     We are also subject to anti-takeover provisions under Delaware law,
which could delay or prevent a change of control. Together these provisions
may make more difficult the removal of management and may discourage
transactions that otherwise could involve payment of a premium over prevailing
market prices for our securities.

       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.

     We may acquire a business or businesses with some relationship to
countries outside of the United States. If we acquire a company that has
operations outside the United States, we will be exposed to risks that could
negatively impact our future results of operations following a business
combination. The additional risks we may be exposed to in these cases include
but are not limited to:

-  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.

     An acquisition target with which we combine may do business and generate
sales within other countries. Foreign currency fluctuations may affect the
costs that we incur in such international operations. It is also possible that
some or all of our operating expenses may be incurred in non-U.S. dollar
currencies. The appreciation of non-U.S. dollar currencies in those countries
where we have operations against the U.S. dollar would increase our costs and
could harm our results of operations and financial condition.

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.

     The federal securities laws require that a business combination meeting
certain financial significance tests include historical and/or pro forma
financial statement disclosure in periodic reports and proxy materials
submitted to stockholders. Because our initial business combination must be
with an acquisition target that has a fair market value equal to at least 80%
of our net assets at the time of such business acquisition (all of our assets,
including the funds held in the trust account other than the deferred
underwriting discount, less our liabilities), we will be required to provide
historical and/or pro forma financial information to our stockholders when
seeking approval of a business combination with one or more acquisition
targets. These financial statements must be prepared in accordance with, or be
reconciled to, U.S. generally accepted accounting principles and the
historical financial statements must be audited in accordance with the
standards of the Public Company Accounting Oversight Board (United States), or
PCAOB. If a proposed acquisition target, including one located outside of the
United States, does not have financial statements that have been prepared in
accordance with, or that can be reconciled to, U.S. generally accepted
accounting principles and audited in accordance with the standards of the
PCAOB, we will not be able to acquire that proposed acquisition target. These
financial statement requirements may limit the pool of potential acquisition
targets with which we may combine.

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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.

     An investment in technology, media and telecommunications companies may
be extremely risky relative to an investment in companies operating in other
industries.

     Technology, media and telecommunications companies typically have
limited operating histories, narrower product lines and smaller market shares
than larger businesses, which tend to render them more vulnerable to
competitors' actions and market conditions, as well as general economic
downturns. In addition, technology, media and telecommunications companies
generally have less predictable operating results, may from time to time be
parties to litigation, may be engaged in rapidly changing businesses with
products subject to a substantial risk of obsolescence, and may require
substantial additional capital to support their operations, finance expansion
or maintain their competitive position.

     In recent years, a number of Internet companies have filed for
bankruptcy or liquidated, and many large companies whose purchases affect the
demand for products and services in the technology, media and
telecommunications industries have experienced financial difficulties, which
may result in decreased demand for such products and services in the future.
Our investments in the technology, media and telecommunications industries may
be extremely risky and we could lose all or part of our investments.

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.

     Many technology, media and telecommunications companies are privately
owned and there is generally little publicly available information about these
businesses; therefore, we may not learn all of the material information we
need to know regarding these businesses. As a result, we may make investment
decisions based on incomplete information or we may be unaware of material
problems in a business in which we invest, which make our investments
extremely risky.

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.

     Technology, media and telecommunications companies are often dependent
on the management talents and efforts of a small group of persons; therefore,
the death, disability, resignation or termination of one or more of these
persons could have a material adverse impact on the operations of any
technology, media and telecommunications companies we may acquire.

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.

     Customers of technology, media and telecommunications products and
services tend to defer purchases during periods of economic weakness, opting
instead to continue to use what they already own. Conversely, during periods
of economic strength, technology, media and telecommunications sales
frequently exceed expectations. As a consequence, revenues and earnings for
technology, media and telecommunications companies may fluctuate more than
those of less economically sensitive companies. Due to the cyclical nature of
the technology, media and telecommunications industries, inventories may not
always be properly balanced, resulting in lost sales when there are shortages
or write-offs when there are excess inventories. This may materially adversely
affect the business, financial condition, and results of operations of any
acquisition targets that we may acquire. Moreover, many of the customers of
technology, media and telecommunications products and services also may be
subject to similar cycles and less able to pay for such products and services
during periods of economic weakness.

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.

     The technology, media and telecommunications industries are generally
characterized by intense, rapid changes, often resulting in product
obsolescence or short product life cycles. Our ability to compete after the
consummation of a business combination will be dependent upon our ability to
keep pace with changes in the industry. If we are ultimately unable to adapt
our operations as needed, our business, financial condition and results of
operations following a business combination will be materially adversely
affected.

WE MAY BE UNABLE TO PROTECT OR ENFORCE THE INTELLECTUAL PROPERTY RIGHTS OF ANY
ACQUISITION TARGETS THAT WE ACQUIRE.

     After consummating a business combination, the procurement and
protection of trademarks, copyrights, patents, domain names, trade dress, and
trade secrets will likely be critical to our success. We will likely rely on a
combination of copyright, trademark, trade secret laws and contractual
restrictions to protect any proprietary technologies and rights that we may
acquire. Despite our efforts to protect those proprietary technologies and
rights, we may not be able to prevent misappropriation of those proprietary
rights or deter independent development of

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technologies that compete with the business we acquire. Our competitors may
claim that we are infringing on their intellectual property rights and seek
damages, the payment of royalties, licensing fees and/or an injunction against
the sale of our products or services. Litigation may be necessary in the
future to enforce our intellectual property rights, to protect our trade
secrets, or to determine the validity and scope of the proprietary rights of
others. It is also possible that third parties may claim we have infringed
their patent, trademark, copyright or other proprietary rights. Claims or
litigation, with or without merit, could result in substantial costs and
diversions of resources, either of which could have a material adverse effect
on our competitive position and business. Depending on the acquisition
target(s) that we acquire, it is likely that we will have to protect
copyrights, trademarks, patents, and domain names in an increasing number of
jurisdictions, a process that is expensive and may not be successful in every
location. With respect to certain proprietary rights, such as trademarks and
copyrighted materials, of the acquisition target(s) that we will acquire, we
expect that the acquisition target(s) will have entered into license
agreements in the past and will continue to enter into such agreements in the
future. These licensees may take actions that materially diminish the value of
such acquisition target or targets' proprietary rights or cause material harm
to such acquisition target or targets' reputation.

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.

     The technology, media and telecommunications industries are rapidly
evolving and intensely competitive. We expect competition to intensify in the
future. Many of the competitors we will face upon consummation of a business
combination will have significantly greater financial, technical,
manufacturing, marketing and other resources than we do. Competing with these
companies after a business combination will require investment by us in
engineering, research and development and marketing. We may not have the
resources to make these investments and may not be successful in making these
investments. In addition, the management of our competitors may have greater
operating resources and experience in their respective industries. Some of
these competitors may also offer a wider range of services than we can and may
have greater name recognition and a larger client base. For example, cable
network operators and communications operators are increasingly offering
similar products in an effort to become an all-in-one provider of voice, high
speed internet access and video services to customers. These competitors may
be able to respond more quickly and effectively to new or changing
opportunities, technologies and client requirements. They may also be able to
undertake more extensive promotional activities, offer more attractive terms
to clients, and adopt more aggressive pricing policies. If we are unable to
compete effectively following a business combination, our business, financial
condition, results of operations and prospects could be materially adversely
affected.

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.

     Acquisitions of media and telecommunications companies are often subject
to significant regulatory requirements and consents, and we will not be able
to consummate a business combination with certain types of media and
telecommunications companies without complying with applicable laws and
regulations and obtaining required governmental or client consents. We may not
receive any such required approvals or we may not receive them in a timely
manner, including as a result of factors or matters beyond our control.
Satisfying any requirements of regulatory agencies may delay the date of our
consummation of our initial business combination beyond the required time
frame (i.e., June 26, 2008 or December 26, 2008 if a letter of intent,
agreement in principle or a definitive agreement has been executed by June 26,
2008 and the initial business combination relating thereto has not yet been
consummated). If we fail to consummate our initial business combination within
the required time frame we may be forced to dissolve and liquidate.

WE MAY NOT BE ABLE TO COMPLY WITH GOVERNMENT REGULATIONS THAT MAY BE ADOPTED
WITH RESPECT TO THE MEDIA AND TELECOMMUNICATIONS INDUSTRIES.

     The media and telecommunications industries have historically been
subject to substantial government regulation. The Federal Communications
Commission, or FCC, is continuing implementation of the Communications Act of
1996, which, when fully implemented, may significantly impact the media and
telecommunications industries and change federal, state and local laws and
regulations regarding the provision of cable, internet and telephony services.
After we complete a business combination, these regulations may materially
affect the types of products or services we may offer, the rates we are
permitted to charge and our method of operation. We cannot assure you that
regulations currently in effect or adopted in the future will not have a
material adverse affect on our ability to acquire a particular target or the
operations of a business acquired by us.

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.

     Certain segments of the media and telecommunications industries
historically have been subject to substantial government regulation, both in
the United States and overseas. If we consummate a business combination with
an acquisition target in these industries, changes in regulatory requirements
in the United States or other countries could affect the sales of our
products, limit the growth of the markets we serve, or require costly
alterations of current or future products. Future changes in tariffs by
regulatory agencies or application of tariff requirements to currently
untariffed services could affect the sales of our products for certain classes
of customers.

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     On the other hand, few laws or regulations currently apply directly to
access of or commerce on the Internet. New regulations governing the Internet
and Internet commerce, if adopted, could have an adverse effect on our
business, operating results, and financial condition following a business
combination. New regulations governing the Internet and Internet commerce
could include matters such as changes in encryption requirements, sales taxes
on Internet product sales, and access charges for Internet service and/or
content and/or commerce providers.


ITEM 1B. UNRESOLVED STAFF COMMENTS

          Not applicable.

ITEM 2.  PROPERTIES

     We do not own any real estate or other physical properties.  We maintain
our principal executive offices at 350 Park Avenue, 10th Floor, New York, NY
10022. The cost for this space is included in the monthly fee of $7,500 that
S&B Investment Management Group, LLC charges us for general and administrative
services, including office space, utilities and administrative support. We
believe, based on fees for similar services in the New York, NY area, that the
fee charged by S&B Investment Management Group, LLC is at least as favorable
as we could obtain from an unaffiliated person. We consider our current office
space, combined with the other office space otherwise available to our
executive officers, adequate for our current operations.

ITEM 3.LEGAL PROCEEDINGS

       None.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

          Prior to our initial public offering, we solicited written
consents of our stockholders to certain amendments to our certificate of
incorporation, as amended, including approving a 2 for 3 reverse stock split
of our common stock.  Our stockholders unanimously approved the amendments and
the split pursuant to a written consent executed on December 13 and 14, 2006.

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                                    PART II

ITEM 5.  MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS
         AND ISSUER PURCHASES OF EQUITY SECURITIES

MARKET INFORMATION

          Our units, which consist of one share of our common stock, par value
$0.0001 per share, and one warrant to purchase one share of our common stock,
trade on the American Stock Exchange under the symbol "TAQ.U." Our warrants
and common stock have traded separately on the American Stock Exchange under
the symbols "TAQ.WS" and "TAQ," respectively, since January 5, 2007. Each
warrant entitles the holder to purchase from us one share of our common stock
at an exercise price of $5.50 commencing on the later of our consummation of
an initial business combination or December 19, 2007. Our warrants will expire
at 5:00 p.m., New York City time, on December 19, 2010, or earlier upon
redemption.

          The following table sets forth, for the calendar quarter
indicated, the high and low sales prices per unit as reported on the AMEX.
The quotations listed below reflect interdealer prices, without retail markup,
markdown or commission and may not necessarily represent actual transactions.
On January 5, 2007, each Unit became eligible to be split such that the Common
Stock and warrants that made up each Unit could be separately tradable.

                                                           Units(1)
                                                           --------
Quarter ended                                           High     Low
December 31, 2006                                       $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.

          The following table sets forth, for the dates indicated, the high
and
low sales prices per unit, warrant and share of common stock, respectively, as
reported on the AMEX.  The quotations listed below reflect interdealer prices,
without retail markup, markdown or commission and may not necessarily
represent actual transactions.

                                       Units     Warrants(2)  Common Stock(2)
                                       --------------------------------------

Dates included                      High   Low    High   Low     High    Low
January 1, 2007 through
  February 28, 2007                 $9.00  $7.95  $1.15  $0.80   $7.80 $7.33


(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

          As of March 13, 2007, we had one (1) holder of record of our
units, ten (10) holders of record of our common stock, and ten (10) holders of
record of our warrants.

DIVIDENDS

          We have not paid any dividends on our common stock  to date and do
not intend to pay dividends prior to the completion of a business combination.
The payment of dividends in the future will be contingent upon our revenues
and earnings, if any, capital requirements and general financial condition
subsequent to completion of a business combination. The payment of any
dividends subsequent to a business combination will be within the discretion
of our then board of directors. It is the present intention of our board of
directors to retain all earnings, if any, for use in our business operations
and, accordingly, our board does not anticipate declaring any dividends in the
foreseeable future. If, after we consummate a business combination, we become
a holding company with a risk-bearing operating company subsidiary, the
ability of that subsidiary to pay dividends to our stockholders, either
directly or through us, may be limited by statute or regulation.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

          We do not currently have an equity compensation plan and we do not
intend to have an equity compensation plan prior to the completion of a
business combination.


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RECENT SALES OF UNREGISTERED SECURITIES

     On August 31, 2006, we issued 3,124,997 shares of our common stock to
our founders for an aggregate purchase price of $25,000, after giving effect
to: (1) a 2 for 3 reverse stock split effected on December 14, 2006, and (2)
the forfeiture of 468,750 shares that was acknowledged on January 25, 2007,
without the return of their invested capital, following the termination
without exercise by the underwriters of our initial public offering of their
over-allotment option.  The issuance and sale of these shares were made
without registration under the Securities Act of 1933, as amended, pursuant to
the exemption from registration contained in Section 4(2) of the Securities
Act as transactions not involving any public offering. We used no general
solicitation or general advertising in connection with the issuance and sale
of those shares, and the purchasers were affiliates of the company and agreed
to appropriate restrictions on resale of the shares. We paid no underwriting
discounts or commissions with respect to the issuance and sale of the shares.

          On December 26, 2006, we issued 3,000,000 warrants to our founders
at a price of $1.00 per warrant for an aggregate purchase price of $3,000,000.
Each warrant entitles the holder to purchase from us one share of our common
stock at an exercise price of $5.50. These warrants can be exercised on a
cashless basis and are subject to certain transfer restrictions, but otherwise
are identical to the warrants that were issued in our initial public offering.
The issuance and sale of these warrants were made without registration under
the Securities Act of 1933, as amended, pursuant to the exemption from
registration contained in Section 4(2) of the Securities Act as a transaction
not involving any public offering.  We used no general solicitation or general
advertising in connection with the issuance and sale of those warrants, and
the purchasers were affiliates of the company and agreed to appropriate
restrictions on resale of the warrants and the underlying shares. We paid no
underwriting discounts or commissions with respect to the issuance and sale of
the warrants.

ITEM 6.SELECTED FINANCIAL DATA

      The following table summarizes the relevant financial data for our
business and should be read in conjunction with our financial statements, and
the notes and schedules related thereto, which are included in this report. To
date, our efforts have been limited to organizational activities and
activities relating to our initial public offering and sourcing a suitable
business combination candidate.

                                                         Period from
                                                        July 19, 2006
                                                        (inception) to
Statement of Operations Data                           December 31, 2006

Interest income                                         $110,425
General and administrative expenses                     $ 76,725
Net income before provision for income taxes            $ 33,700
Provision for income taxes                              $  5,055
Net income                                              $ 28,645
Accretion of trust account relating
 to common stock subject to possible conversion         $ 18,767
Net income attributable to common stockholders          $  9,878
Weighted average common shares outstanding
   subject to possible conversion                        391,566
Basic and diluted net income per share
   subject to possible conversion                       $   0.05

Weighted average common shares outstanding             4,181,096
Basic and diluted net income per share                 $    0.00



BALANCE SHEET DATA                                    DECEMBER 31, 2006

Cash                                                    $   665,016
Investments held in Trust                               $98,610,424
Prepaid expenses                                        $     5,240
Total assets                                            $99,280,680
Total current liabilities, including
   $3,720,000 deferred underwriting fee                 $ 3,939,817
Common stock, subject to possible conversion,
   4,999,999 shares at conversion value                 $39,418,759
Total stockholders' equity                              $55,922,104
Total liabilities and stockholders' equity              $99,280,680


ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
         RESULTS OF OPERATIONS

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

     The following discussion should be read in conjunction with our
financial statements and footnotes thereto contained in this report.

     We were formed on July 19, 2006 for the purpose of acquiring one or more
assets or control of one or more operating businesses in the technology, media
or telecommunications industries through a merger, capital stock exchange,
asset acquisition, stock purchase or other similar business combination. Our
initial business combination must be with an acquisition target or targets
whose collective fair market

                                        28
<PAGE>
<PAGE>
value is at least equal to 80% of our net assets (excluding the amount held in
the trust account representing a portion of the underwriters' discount) at the
time of the acquisition.

     On December 26, 2006, we consummated our initial public offering (the
"Offering") of 12,500,000 Units. Each Unit consists of one share of our common
stock, par value $0.0001 per share (the "Common Stock"), and one warrant
entitling the holder to purchase one share of Common Stock at a price of
$5.50. The public offering price of each Unit was $8.00, and we generated
gross proceeds of $100,000,000 in the Offering.  Of the gross proceeds: (i) we
deposited $98,500,000 into a trust account at Smith Barney, a division of
Citigroup Global Markets Inc., maintained by Continental Stock Transfer &
Trust Company, as trustee, which amount included $3,720,000 of contingent
underwriting discount and $3,000,000 that we received from the sale of
warrants to our founders in a private placement on December 26, 2006; (ii) the
underwriters received $3,280,000 as underwriting discount (excluding the
contingent underwriting discount); (iii) we retained $640,000 that will not be
held in the trust account; and (iv) we used approximately $580,000 for
offering expenses.  On January 5, 2007, each Unit became eligible to be split
such that the Common Stock and warrants that made up each Unit could be
separately tradable.

RESULTS OF OPERATIONS

     Net income for the period from July 19, 2006 (inception) through
December 31, 2006 of $28,645 consisted of interest income on the Trust Fund
investment of $110,425, offset by professional fees of $15,375, Delaware
franchise taxes of $48,725, federal tax provision of $5,055 and other
operating expenses of $12,625, consisting of $5,120 insurance expense, $3,145
for a monthly administrative services agreement with an affiliate pro-rated,
and $4,360 for trustee expenses.

     On December 26, 2006, we consummated the sale to CRT Capital Group LLC,
one of our underwriters, for $100, of an option to purchase up to a total of
375,000 Units at a price equal to $10.00 per unit (i.e., 125% of the price of
the units sold in our initial public offering). The Units issuable upon
exercise of this option are otherwise identical to those sold in the Offering
except that (i) CRT Capital Group LLC is entitled to certain "piggy-back"
registration rights with respect to the Units issuable upon exercise of its
purchase option, and (ii) the exercise price of the warrants issued in respect
of the Units issuable upon exercise of the purchase option will not be subject
to reduction in the event that we determine to reduce the exercise price of
our other warrants. This option is exercisable commencing on the later of the
consummation of a business combination and December 19, 2007, and expiring on
December 19, 2010. The purchase option was registered under the Securities Act
on a registration statement on Form S-1 (File No. 333-137263) that was
declared effective on December 19, 2006.

     The proceeds deposited in the trust account will not be released from
the trust account until the earlier of the consummation of a business
combination or the expiration of the time period during which we may
consummate a business combination. The proceeds held in the trust account
(other than the contingent underwriting discount) may be used as consideration
to pay the sellers of an acquisition target with which we complete a business
combination. To the extent that our capital stock is used in whole or in part
as consideration to effect a business combination, the proceeds held in the
trust account (other than the contingent underwriting discount) will be used
to finance the operations of the acquisition target. We may also use the
proceeds held in the trust account (other than the contingent underwriting
discount) to pay a finder's fee to any unaffiliated party that provides
information regarding prospective targets to us.

     We believe that the working capital available to us, in addition to the
funds available to us outside of the trust account will be sufficient to allow
us to operate for at least the next 24 months, assuming that a business
combination is not consummated during that time. Over this time, we have
estimated that we will need up to $2,640,000 of working capital and reserves
which shall be allocated as follows: $1,500,000 of expenses for legal,
accounting and other expenses attendant to the due diligence investigations,
structuring and negotiating of a business combination; up to $180,000 for the
administrative fee payable to S&B Investment Management Group, LLC ($7,500 per
month for 24 months), an affiliated third party; $100,000 of expenses in legal
and accounting fees relating to our SEC reporting obligations; and $860,000
for general working capital that can be used for fairness opinions in
connection with our acquisition plans, director and officer liability
insurance premiums, and other miscellaneous expenses and reserves.

CRITICAL ACCOUNTING POLICIES

     Our significant accounting policies are described in Note 3 to our
audited financial statements included elsewhere in this report. We believe the
following critical accounting polices involved the most significant judgments
and estimates used in the preparation of our financial statements.

CASH AND CASH EQUIVALENTS

     Cash and cash equivalents are deposits with financial institutions as
well as short-term money market instruments with maturities of three months or
less when purchased. The Company did not hold any cash equivalents as of
December 31, 2006.

INVESTMENTS

         The Company's restricted investment held in trust at December 31,
2006 is invested in a money market fund. The Company recognized interest
income of $110,425 from inception (July 19, 2006) to December 31, 2006, which
is included in interest income on the accompanying statement of operations.

                                       29
<PAGE>
<PAGE>
CONCENTRATION OF CREDIT RISK

     Financial instruments that potentially subject the Company to a
significant concentration of credit risk consist primarily of cash and cash
equivalents. The Company may maintain deposits in federally insured financial
institutions in excess of federally insured limits. However, management
believes the Company is not exposed to significant credit risk due to the
financial position of the depository institutions in which those deposits are
held.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

          To date, our efforts have been limited to organizational
activities and activities relating to our initial public offering and the
identification of an acquisition target. We have neither engaged in any
operations nor generated any revenues other than interest income. As the
proceeds from our initial public offering held in trust have been invested in
short term investments, our only market risk exposure relates to fluctuations
in interest.

          As of December 31, 2006, $98,610,424 of the net proceeds of our
initial public offering (including interest) was held in trust for the
purposes of consummating a business combination. The proceeds held in trust
have been invested in a money market fund at Smith Barney, a division of
Citigroup Global Markets, Inc., which invests primarily in high quality short
term debt securities of financial institutions.  Continental Stock Transfer &
Trust Company also acts as trustee. As of December 31, 2006, the effective
annualized interest rate payable on our investment was 5.3%.

          We have not engaged in any hedging activities since our inception
on July 19, 2006. We do not expect to engage in any hedging activities with
respect to the market risk to which we are exposed.

                                             30
<PAGE>
<PAGE>

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors and Stockholders
Transforma Acquisition Group Inc.
New York, New York

          We have audited the accompanying balance sheet of Transforma
Acquisition Group Inc. (a corporation in the development stage) as of December
31, 2006, and the related statements of operations, stockholders' equity and
cash flows for the period from inception (July 19, 2006) to December 31, 2006.
These financial statements are the responsibility of the Company's management.
Our responsibility is to express an opinion on these financial statements
based on our audit.

          We conducted our audit in accordance with the standards of Public
Company Accounting Oversight Board (United States). Those standards require
that we plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement. The
Company is not required to have, nor were we engaged to perform, an audit of
its internal control over financial reporting. Our audit included
consideration of internal control over financial reporting as a basis for
designing audit procedures that are appropriate in the circumstances, but not
for the purpose of expressing an opinion on the effectiveness of the Company's
internal control over financial reporting. Accordingly, we express no such
opinion. An audit also includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements, assessing
the accounting principles used and significant estimates made by management,
as well as evaluating the overall financial statement presentation. We believe
that our audit provides a reasonable basis for our opinion.

          In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Transforma
Acquisition Group Inc. as of December 31, 2006, and its results of operations
and its cash flows for the period from inception (July 19, 2006) to December
31, 2006, in conformity with accounting principles generally accepted in the
United States of America.


/s/ BDO Seidman, LLP
New York, New York
March 12, 2007

                                               31 
<PAGE>
<PAGE>
                       TRANSFORMA ACQUISITION GROUP INC.
                    (a corporation in the development stage)
                                BALANCE SHEET
                              DECEMBER 31, 2006



                                    ASSETS

CURRENT ASSETS:

     Cash                                                  $   665,016
     Investments held in Trust (Note 1)                     98,610,424
     Prepaid expenses                                            5,240
                                                            ----------
         TOTAL ASSETS                                      $99,280,680
                                                            ==========
                  LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:

     Deferred underwriting fee (Note 5)                     $ 3,720,000
     Accrued registration costs                                 157,771
     Accrued expenses                                            56,991
     Income taxes payable                                         5,055
                                                              ---------
         Total current liabilities                            3,939,817
                                                              ---------
COMMON STOCK SUBJECT TO POSSIBLE CONVERSION
  (4,999,999 shares at conversion value) (Note 1)            39,418,759
                                                             ----------
COMMITMENTS (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,
       100,000,000 shares authorized, 11,093,748 shares issued
       and outstanding (excluding 4,999,999 shares subject
       to possible conversion)                                    1,109
     Additional paid-in capital                              55,892,350
                                                             ----------
     Earnings accumulated in the development stage               28,645
                                                             ----------
          TOTAL STOCKHOLDERS' EQUITY                         55,922,104
                                                             ----------
          TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY        $99,280,680
                                                             ==========

                    See Notes to Financial Statements


<PAGE>
<PAGE>

                       TRANSFORMA ACQUISITION GROUP INC.
                    (a corporation in the development stage)
                           STATEMENT OF OPERATIONS
              FROM INCEPTION (JULY 19, 2006) TO DECEMBER 31, 2006



INTEREST INCOME                                                    $110,425


General and administrative expenses (Notes 4 and 5)                  76,725
                                                                    -------
Income before provision for income taxes                             33,700
Provision for income taxes (Note 4)                                $  5,055
                                                                    -------
Net income for the period                                          $ 28,645
                                                                    -------
Accretion of Trust fund relating to common stock
   subject to possible conversion                                    (18,767)
Net income attributable to common stockholders                     $   9,878
                                                                    --------
Weighted average number of shares outstanding, basic and diluted   4,181,096
Net income per share, basic and diluted                            $    0.00
                                                                    ========
Weighted average number of shares outstanding subject to
  possible conversion, basic and diluted                              391,566
Net income per share subject to possible conversion,
  basic and diluted                                                 $    0.05
                                                                     ========


                         See Notes to Financial Statements

<PAGE>
<PAGE>
                      TRANSFORMA ACQUISITION GROUP INC.
                  (a corporation in the development stage)
                      STATEMENT OF STOCKHOLDERS' EQUITY
             FROM INCEPTION (JULY 19, 2006) TO DECEMBER 31, 2006

<TABLE>
                                        Common Stock
                                     -------------------

Earnings
                                                         Additional
accumulated in
                                                           Paid-In  the
development
                                    Shares     Amount      Capital     stage
        Total
                                    ------    -------    -----------
--------------     -----
<S>                                 <C>        <C>        <C>         <C>
      <C>
Balance, July 19, 2006 (inception)             $         $            $
      $   --

Issuance of Common Stock to initial
  stockholders                      3,593,747       359      24,641     -
         25,000
Proceeds from sale of underwriter's
  purchase option                    -           -              100     -
             100
Proceeds from issuance of warrants    -          -        3,000,000     -
       3,000,000
Sale of 12,500,000 units through
 public offering net of underwriter's
 discount and offering expenses and net
 of $39,399,992 of proceeds allocable
 to 4,999,999 shares of common stock
 subject to possible conversion     7,500,001       750  52,886,376      -
      52,887,126
Net income for the period              -          -           -
28,645           28,645
Accretion of Trust fund 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      $55,922,104
                                   ==========    ======  ==========
======       ==========

                                      See Notes to Financial Statements

</TABLE>


<PAGE>
<PAGE>
                   TRANSFORMA ACQUISITION GROUP INC.
                 (a corporation in the development stage)
                       STATEMENT OF CASH FLOWS
            FROM INCEPTION (JULY 19, 2006) TO DECEMBER 31, 2006

OPERATING ACTIVITIES

  Net income for the period                          $    28,645
  Changes in operating assets and liabilities:
      Prepaid expenses                                    (5,240)
      Accrued expenses                                    56,991
      Income taxes payable                                 5,055
NET CASH PROVIDED BY OPERATING ACTIVITIES                 85,451

INVESTING ACTIVITIES

Investments held in Trust fund                       (98,610,424)
Net cash used in investing activities                (98,610,424)
FINANCING ACTIVITIES

  Proceeds from issuance of common stock
    to initial stockholders                               25,000
  Proceeds from notes payable to initial
    stockholders                                         200,000
  Payment of notes payable to initial stockholders      (200,000)
  Proceeds from issuance of warrants                   3,000,000
  Proceeds from sale of underwriter's purchase option        100
  Portion of net proceeds from sale of units
   through public offering allocable to
   shares of common stock subject to
   possible conversion                                39,399,992
  Net proceeds from sale of units through
   public offering allocable to:
       Stockholders' equity                           53,044,897
       Deferred underwriting fees                      3,720,000
                                                      ----------

NET CASH PROVIDED BY FINANCING ACTIVITIES             99,189,989
                                                      ----------
NET INCREASE IN CASH                                     665,016
CASH

     Beginning of period                                     --
     End of period                                    $  665,016
                                                      ==========

SUPPLEMENTAL DISCLOSURE OF NON-CASH ACTIVITY:

     Accrued registration costs                       $  157,771
     Accretion of Trust fund relating to common
       stock subject to possible conversion           $   18,767
     Fair value of underwriter's purchase
       option included in offering costs              $1,218,750
                                                       =========

                     See Notes to Financial Statements

<PAGE>
<PAGE>

                       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 - Transforma Acquisition Group Inc.
(the "Company") was incorporated in Delaware on July 19, 2006 for the purpose
of acquiring one or more assets or control of one or more operating businesses
in the technology, media or telecommunications industries (a "Target
Business") through a merger, capital stock exchange, stock purchase, asset
acquisition or other similar business combination (a "Business Combination").
All activity from inception (July 19, 2006) through December 31, 2006 was
related to the Company's formation and capital raising activities. The Company
has selected December 31 as its fiscal year end.

          The Company is considered to be a development stage company and as
such the financial statements presented herein are presented in accordance
with Statement of Financial Accounting Standards ("SFAS") No.7.

          The registration statement for the Company's initial public
offering ("Offering") was declared effective on December 19, 2006. The Company
consummated the Offering on December 26, 2006 for net proceeds of
approximately $96 million (including approximately $3.7 million payable to the
Company's underwriters upon the successful closing of a Business Combination).
The Company's management intends to apply substantially all of the net
proceeds of the Offering toward consummating a Business Combination. The
initial Target Business must have a fair market value equal to at least 80% of
our net assets (excluding the amount held in the trust account representing a
portion of the underwriters' deferred discount (Note 5) at the time of such
acquisition. However, there is no assurance that the Company will be able to
successfully effect a Business Combination.

          Management has agreed that $98.5 million or $7.88 per Unit sold in
this Offering will be held in a trust account ("Trust Account") and invested
in permitted United States government securities, of which $0.2976 per Unit
will be paid to the underwriter upon the consummation of a Business
Combination. The placing of funds in the Trust Account may not protect those
funds from third party claims against the Company. Although the Company will
seek to have all vendors, prospective acquisition targets or other entities it
engages, execute agreements with the Company waiving any right, title,
interest or claim of any kind in or to any monies held in the Trust Account,
there is no guarantee that they will execute such agreements. Fifty percent of
after tax interest up to an aggregate amount of $2,000,000 in interest earned
on the monies held in the trust account may be used to pay for due diligence
of prospective Target Businesses, legal and accounting fees relating to
Securities and Exchange Commission ("SEC") reporting obligations and working
capital to cover miscellaneous expenses, director and officer insurance and
reserves (Note 5).

          The Company, after signing a definitive agreement for a Business
Combination, is obliged to submit such transaction for approval by a majority
(more than 50%) of the public stockholders of the Company.  Stockholders that
vote against such proposed Business Combination and exercise their conversion
rights are, under certain conditions described below, entitled to convert
their shares into a pro-rata distribution from the Trust Account (the
"Conversion Right"). The actual per-share conversion price will be equal to
the amount in the Trust Fund (inclusive of any interest thereon) as of two
business days prior to the proposed Business Combination, divided by the
number of shares sold in the Offering, or approximately $7.88 per share based
on the value of the Trust Fund as of December 31, 2006. As a result of the
Conversion Right, $39,399,992 (plus accretion of $18,767) has been classified
in Common Stock, subject to possible conversion on the accompanying balance
sheet as of December 31, 2006.  As of December 31, 2006 the Company's
stockholders prior to the Offering ("Initial Stockholders"), have agreed to
vote their 3,593,747 founding shares of common stock in accordance with the
manner in which the majority of the shares of common stock offered in the
Offering are voted by the Company's public stockholders ("Public
Stockholders") with respect to a Business Combination. In the event that a
majority of the outstanding shares of common stock voted by the Company's
Public Stockholders vote for the approval of the Business Combination and
holders owning 40% or more of the outstanding common stock do not vote against
the Business Combination and do not exercise their Conversion Rights, the
Business Combination may then be consummated.


                                           36
<PAGE>
<PAGE>

                       TRANSFORMA ACQUISITION GROUP INC.
                   (a corporation in the development stage)
                  NOTES TO FINANCIAL STATEMENTS - (Continued)

     If the Company does not execute a letter of intent, agreement in
principle or definitive agreement for a Business Combination prior to 18
months from the date of the Offering (June 26, 2008), the Company's board will
convene, adopt and recommend to their stockholders a plan of dissolution and
distribution and file a proxy statement with the SEC seeking stockholder
approval for such plan. If, however, a letter of intent, agreement in
principle or definitive agreement for a Business Combination has been executed
prior to 18 months from the date of the Offering, the Company will abandon
their plan of dissolution and distribution and seek the consummation of that
Business Combination. If a proxy statement seeking the approval of the
Company's stockholders for that Business Combination has not been filed prior
to 24 months from the date of the Offering (December 26, 2008), the Company's
board will convene, adopt and recommend to their stockholders a plan of
dissolution and distribution and file a proxy statement with the SEC seeking
stockholder approval for such plan. In the event there is no Business
Combination within the 18 and 24-month deadlines (the "Target Business
Combination Period"), the Company will dissolve and distribute to its Public
Stockholders, in proportion to their respective equity interests, the amount
held in the Trust Account, and any remaining net assets, after the
distribution of the Trust Account. In the event of liquidation, it is likely
that the per share value of the residual assets remaining available for
distribution (including Trust Account assets) will be less than the initial
public offering price per share in the Offering.

          With respect to a Business Combination which is approved and
consummated, any Public Stockholder who voted against the Business Combination
may contemporaneously with or prior to such vote exercise their Conversion
Right and their common shares would be cancelled and returned to the status of
authorized but unissued shares. The per share conversion price will equal the
amount in the Trust Account, calculated as of two business days prior to the
consummation of the proposed Business Combination, divided by the number of
shares of common stock held by Public Stockholders at the consummation of the
Offering. Accordingly, Public Stockholders holding less than 40% of the
aggregate number of shares owned by all Public Stockholders may seek
conversion of their shares in the event of a Business Combination. Such Public
Stockholders are entitled to receive their per share interest in the Trust
Account computed without regard to the founding shares (but not shares
acquired in the Offering or in the secondary market) held by Initial
Stockholders.

NOTE 2 - OFFERING

          In its initial public offering, effective December19, 2006 (closed
on December 26, 2006), the Company sold to the public 12,500,000 Units (the
"Units" or a "Unit") at a price of $8.00 per Unit. Proceeds from the initial
public offering totaled approximately $96 million, which was net of
approximately $3.9 million in underwriting fees and other expenses paid at
closing. Each Unit consists of one share of the Company's common stock and one
warrant (a "Warrant").

          The Company also sold to one of the underwriters, CRT Capital
Group LLC, a purchase option to purchase up to a total of 375,000 additional
Units (Note 7).

          The Company has granted to the underwriters a 45-day option to
purchase up to 1,875,000 Units solely to cover over-allotments, if any.  As
discussed in Note 6, the 45-day option expired in January 2007, and the option
was never exercised.

                                            37
<PAGE>
<PAGE>
                        TRANSFORMA ACQUISITION GROUP INC.
                    (a corporation in the development stage)
                  NOTES TO FINANCIAL STATEMENTS - (Continued)

NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

          CASH AND CASH EQUIVALENTS - Cash and cash equivalents are deposits
with financial institutions as well as short-term money market instruments
with maturities of three months or less when purchased. The Company did not
hold any cash equivalents as of December 31, 2006.

          INVESTMENTS - The Company's restricted investment held in trust at
December 31, 2006 is invested in a money market fund. The Company recognized
interest income of $110,425 from inception (July 19, 2006) to December 31,
2006, which is included in interest income on the accompanying statement of
operations.

          CONCENTRATION OF CREDIT RISK - Financial instruments that
potentially subject the Company to a significant concentration of credit risk
consist primarily of cash and cash equivalents. The Company may maintain
deposits in federally insured financial institutions in excess of federally
insured limits. However, management believes the Company is not exposed to
significant credit risk due to the financial position of the depository
institutions in which those deposits are held.

          NET INCOME PER SHARE - Net income per share is computed based on
the weighted average number of shares of common stock and common stock,
subject to conversion outstanding.

      Basic earnings per share is computed by dividing income available to
common stockholders by the weighted average common shares outstanding for the
period. Basic net income per share is calculated by dividing net income
attributable to (1) common stockholders and (2) common stockholders subject to
possible conversion by their weighted average number of common shares
outstanding during the period. Calculation of the weighted average common
shares outstanding during the period is based on 3,593,747 initial shares
outstanding throughout the period from July 19, 2006 (inception) to December
31, 2006, and 7,500,001 common shares and 4,999,999 common shares subject to
possible conversion outstanding after the effective date of offering on
December 19, 2006.  Diluted earnings per share reflects the potential dilution
that could occur if securities or other contracts to issue common stock were
exercised or converted into common stock or resulted in the issuance of common
stock that then shared in the earnings of the entity. Since the effect of
outstanding warrants to purchase common stock and the UPO are antidilutive,
they have been excluded from the Company's computation of net income per
share. Therefore, basic and diluted income per share were the same for the
period from inception (July 19, 2006) through December 31, 2006.

          FAIR VALUE OF FINANCIAL INSTRUMENTS - The fair values of the
Company's assets and liabilities that qualify as financial instruments under
SFAS No.107 "Disclosures about Fair Value of Financial Instrument,"
approximate their carrying amounts presented in the balance sheet at December
31, 2006.

          The Company accounts for derivative instruments, if any, in
accordance with SFAS No.133 "Accounting for Derivative Instruments and Hedging
Activities," as amended, ("SFAS 133") which establishes accounting and
reporting standards for derivative instruments. The Company does not have any
derivatives as of December 31, 2006.
          USE OF ESTIMATES - the preparation of financial statements in
accordance with accounting principles generally accepted in the United States
of America requires management to make estimates and assumptions that affect
certain 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 revenue and expenses during the reporting period.
Actual results could differ from those estimates.

          INCOME TAXES - Deferred income tax assets and liabilities are
computed for differences between the financial statement and tax basis of
assets and liabilities that will result in future taxable or deductible
amounts and are based on enacted tax laws and rates applicable to the periods
in which the differences are expected to affect taxable income. Valuation
allowances are established when necessary to reduce deferred income tax assets
to the amount expected to be realized.

          NEW ACCOUNTING PRONOUNCEMENTS - In July 2006, the Financial
Accounting Standards Board ("FASB") issued Interpretation No. 48 ("FIN 48"),
"Accounting for Uncertainty in Income Taxes, an Interpretation of FASB
Statement No. 109."  FIN 48 clarifies the accounting for uncertainty in income
taxes recognized in a company's financial statements and prescribes a
recognition threshold and measurement attribute for the financial statement
recognition and measurement of a tax position taken or expected to be taken in
an income tax return.  FIN 48 also provides guidance in derecognition,
classification, interest and penalties, accounting in interim periods,
disclosures and transition.  FIN 48 is effective for fiscal years beginning
after December 15, 2006.  The Company does not believe the adoption of FIN 48
will have a material impact, if any, on its financial statements.

                                        38
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<PAGE>
                     TRANSFORMA ACQUISITION GROUP INC.
                   (a corporation in the development stage)
                   NOTES TO FINANCIAL STATEMENTS - (Continued)

         In February 2007, the FASB issued Statement No. 159, "The Fair Value
Option for Financial Assets and Financial Liabilities" ("SFAS No. 159").  SFAS
No. 159 provides a "Fair Value Option" under which a company may irrevocably
elect fair value as the initial and subsequent measurement attribute for
certain financial assets and liabilities.  SFAS No. 159 will be available on a
contract-by-contract basis with changes in fair value recognized in earnings
as those changes occur.  SFAS No. 159 is effective for fiscal years after
November 15, 2007.  SFAS No. 159 also allows early adoption provided that the
entity also adopts the requirements of SFAS No. 157.  The Company does not
believe the adoption of SFAS No. 159 will have a material impact, if any, on
its financial statements.

NOTE 4 - INCOME TAXES

Provision for income taxes consists of:

                                        From Inception
                                        (July 19,2006)
                                      to December 31,2006

Current -Federal                           $5,055

          The Company's effective tax rate approximates the federal statutory
rate.

          Included in general and administrative expenses for the period
from inception (July 19, 2006) to December 31, 2006 are $48,725 of expenses
related to Delaware franchise tax.

NOTE 5 - COMMITMENTS

ADMINISTRATIVE FEES

          The Company is permitted to utilize fifty-percent of after tax
interest up to an aggregate amount of $2,000,000 of the interest earned upon
monies in the trust (of which (i)an aggregate amount of up to $1,250,000 may
be released to the Company upon its demand within 12 months after the
completion of this Offering, and (ii)an aggregate amount of up to $750,000
plus any remaining portion of the $1,250,000 not previously released to the
Company during the initial 12-month period may be released to the Company upon
its demand during the period that is between 12 months and 24 months after the
completion of this Offering) in addition to approximately $627,000 which was
transferred to the Company upon consummation of this Offering for working
capital purposes. The working capital will be used to pay for director and
officer liability insurance premiums and general and administrative services,
including office space, utilities and secretarial support, with the balance
being held in reserve for other expenses, such as due diligence, legal,
accounting, and other fees and expenses for structuring and negotiating
business combinations, and deposits, down payments and/or funding of "no shop"
provisions in connection with business combinations as well as for
reimbursement of any out-of-pocket expenses incurred by the Initial
Stockholders in connection with activities undertaken on the Company's behalf.

          The Company has agreed to pay an affiliate of two directors $7,500
per month commencing on effectiveness of the Offering for office, secretarial
and administrative services. Included in general and administrative expenses
for the period from inception (July 19, 2006) to December31, 2006 are $3,145
of expenses related to secretarial and administrative services.

UNDERWRITING AGREEMENT

          In connection with the Offering, the Company has entered into an
underwriting agreement (the "Underwriting Agreement") with the underwriters in
the Offering.

          Pursuant to the Underwriting Agreement, the Company was obligated
to the underwriters for certain fees and expenses related to the Offering,
including underwriting discounts of $7,000,000. The Company paid $3,280,000,
of the underwriting discount upon closing of the Offering. The Company and the
underwriters have agreed that payment of the balance of the underwriting
discount of $3,720,000 will be deferred until consummation of the Business
Combination. Accordingly, a deferred underwriting fee comprised of the
deferred portion of the underwriting discount is included on the accompanying
balance sheet at December 31, 2006.

                                            39
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<PAGE>

                    TRANSFORMA ACQUISITION GROUP INC.
               (a corporation in the development stage)
               NOTES TO FINANCIAL STATEMENTS - (Continued)


NOTE 6 -CAPITAL STOCK

          During September 2006, the Company amended and restated its
Certificate of Incorporation to authorize the issuance of an additional
90,000,000 shares of common stock for an aggregate authorization of
100,000,000 shares of common stock.

          On December 14, 2006, the Company effected a 2 for 3 reverse stock
split of its outstanding shares of common stock.   All of the references in
the accompanying financial statements to the number of shares have been
retroactively restated to reflect the reverse stock split.

PREFERRED STOCK

          The Company is authorized to issue 5,000 shares of preferred stock
with such designations, voting and other rights and preferences as may be
determined from time to time by the Board of Directors.
Common Stock

          In August 2006, the Company's Initial Stockholders purchased
3,593,747 post reverse stock split shares of the Company's common stock for an
aggregate $25,000.

          The Initial Stockholders have agreed to forfeit up to 468,750
shares of common stock and the Company will concurrently immediately cancel up
to 468,750 shares of common stock in the event that the underwriters do not
exercise all or a portion of its over-allotment option. The Company has agreed
with the underwriters to exercise this right if, and to the extent, the
underwriters do not exercise all or a portion of their over-allotment option.
This right is exercisable for the five-day period following the earlier to
occur of the expiration or termination of the underwriters' option to purchase
up to 1,875,000 additional units to cover over-allotments or the exercise in
full by the underwriters of such option. In accordance with the Company's
agreement with the underwriters, the Company will exercise this right to
cancel shares only in an amount sufficient to cause the Initial Stockholders
to maintain control over 20% of the Company's outstanding shares after giving
effect to the offering and the exercise, if any, of the underwriters'
over-allotment option.   (See Note 7)

          Pursuant to letter agreements with the Company and the
underwriters in the Offering and the private placement offering, the Initial
Stockholders have waived their right to receive distributions with respect to
their founding shares (but not shares purchased in the Offering or in the
secondary market) in the event of the Company's liquidation.

NOTE 7 - WARRANTS AND OPTION TO PURCHASE COMMON STOCK

Public Warrants

          Each warrant sold in the Offering (a "Public Warrant") is
exercisable for one share of common stock. Except as set forth below, the
Public Warrants entitle the holder to purchase shares at $5.50 per share,
subject to adjustment in the event of stock dividends and splits,
reclassifications, combinations and similar events for a period commencing on
the later of: (a)completion of the Business Combination and (b)December19,
2007, and ending on December19, 2010. The Company has the ability to redeem
the Public Warrants, in whole or in part, at a price of $.01 per Public
Warrant, at any time after the Public Warrants become exercisable, upon a
minimum of 30 days' prior written notice of redemption, and if, and only if,
the last sale price of the Company's common stock equals or exceeds $11.50per
share, for any 20 trading days within a 30 trading day period ending three
business days before the Company sent the notice of redemption.

Private Warrants

          On December 26, 2006, in conjunction with the Offering the Company
sold to certain of the Initial Stockholders 3,000,000 warrants ("Private
Warrants"), for an aggregate purchase price of $3,000,000. All of the proceeds
received from these purchases were placed in the Trust Account. The Private
Warrants are identical to the Public Warrants in the Offering except that they
may be exercised on a cashless basis so long as they are held by the original
purchasers, members of their immediate families or their controlled entities,
and may not be sold or transferred, except in limited circumstances, until
after the consummation of a Business Combination. If the Company dissolves
before the consummation of a Business Combination, there will be no
distribution from the Trust Account with respect to such Warrants, which will
expire worthless.

          As the proceeds from the exercise of the Public Warrants and
Private Warrants will not be received until after the completion of a Business
Combination, the expected proceeds from exercise will not have any effect on
the Company's financial condition or results of operations prior to a Business
Combination.

                                      40
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<PAGE>

                        TRANSFORMA ACQUISITION GROUP INC.
                   (a corporation in the development stage)
                  NOTES TO FINANCIAL STATEMENTS - (Continued)

Purchase Option

          Upon closing of the Offering, the Company sold and issued an
option ("PO") for $100 to CRT Capital Group LLC to purchase up to 375,000
Units at an exercise price of $10.00 per Unit. The Units underlying the PO
will be exercisable in whole or in part, solely at CRT Capital Group LLC's
discretion, commencing on the consummation of a Business Combination and
expiring on the four-year anniversary of the Offering. The Company accounted
for the fair value of the PO, as an expense of the public offering resulting
in a charge directly to stockholders' equity with an equivalent increase in
additional paid-in capital.

     The fair value of the 375,000 Units underlying the PO was approximately
$1.2 million ($3.25 per Unit) at the date of sale and issuance, which was
determined using a Black-Scholes option-pricing model. The fair value of the
PO has been calculated using the following assumptions: (1)expected volatility
of 55.172%, (2)risk-free interest rate of 4.77% and (3)contractual life of 4
years. The expected daily volatility of approximately 55% was estimated by
management based on an evaluation of the historical daily volatilities of
similar public entities which had completed a transaction with an operating
company. The PO may only be exercised for cash. Each of the Units included in
the PO are identical to the Units to be sold in the Offering, except that
(i)the exercise price of the Units will be $10.00 per Unit, (ii)CRT Capital
Group LLC will be entitled to receive certain "piggy-back" registration rights
with respect to the Units issuable upon exercise of the PO, and (iii)the
exercise price of the warrants issued in respect of the Units issuable upon
exercise of the PO will not be subject to reduction in the event that we
determine to reduce the exercise price of our other warrants.

Registration Rights - Warrants and PO

     In accordance with the Warrant Agreement related to the Public Warrants
and the Registration Rights Agreement associated with the Private Warrants
(collectively the Public Warrants and Private Warrants are the "Warrants"),
the Company will only be required to use its best efforts to register the
Warrants and the shares of Common Stock issuable upon exercise of the Warrants
and once effective to use its best efforts to maintain the effectiveness of
such registration statement. The Company will not be obligated to deliver
securities, and there are no contractual penalties for failure to deliver
securities, if a registration statement is not effective at the time of
exercise. Additionally, in the event that a registration statement is not
effective at the time of exercise, the holder of such Warrants shall not be
entitled to exercise. In no event (whether in the case of a registration
statement not being effective or otherwise) will the Company be required to
net cash settle a Warrant exercise. Consequently, the Warrants may expire
unexercised and unredeemed. The holders of Warrants do not have the rights or
privileges of holders of the Company's common stock or any voting rights until
such holders exercise their respective warrants and receive shares of the
Company's common stock.

     The Company is not required to register the Units underlying the PO;
however if the Company does file certain kinds of registration statements at
any time during the seven (7) year period following December 19, 2006 the
holders of securities underlying the PO shall have the right to join in such
registration statement, subject to certain limitations, and once effective to
use its best efforts to maintain the effectiveness of such registration
statement.  The Company has no obligation to net cash settle the exercise of
the PO or the Units underlying the PO. The holder of the PO is not entitled to
exercise the PO or the Units underlying the PO unless a registration statement
covering the securities underlying the PO is effective or an exemption from
registration is available.  If the holder is unable to exercise the PO or
underlying Units, the PO or warrants, as applicable, will expire worthless.

NOTE 8 - SUBSEQUENT EVENT

      On January 25, 2007, the Initial Stockholders returned an aggregate of
468,750 shares of the Company's common stock to the Company for cancellation
(see Note 6 above). At the date of return and cancellation, management
determined the fair value to be $7.47 per share based on the common stock
closing price on January 25, 2007. Accordingly, on January 25, 2007, the
Company recorded the $3,501,562 value of the shares contributed to treasury
stock and a $3,501,562 corresponding credit to additional paid-in capital.
Upon receipt, such shares were then immediately cancelled by the Company which
resulted in the retirement of the treasury stock and a corresponding charge to
additional paid-in capital and common stock.

                                       41
<PAGE>
<PAGE>
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
        FINANCIAL DISCLOSURE

          None.

ITEM 9A. CONTROLS AND PROCEDURES

          We maintain disclosure controls and procedures designed to ensure
that information required to be disclosed in our periodic filings with the SEC
under the Exchange Act, including this report, is recorded, processed,
summarized and reported on a timely basis. These disclosure controls and
procedures include controls and procedures designed to ensure that information
required to be disclosed under the Exchange Act is accumulated and
communicated to our management on a timely basis to allow decisions regarding
required disclosure. Management, including our chief executive officer and
chief financial officer, has evaluated the effectiveness of the design and
operation of our disclosure controls and procedures (as defined under Rules
13a-15(e) and 15(d)-15(e) of the Exchange Act) as of December 31, 2006. Based
upon that evaluation, management has concluded that our disclosure controls
and procedures were effective as of the end of the period covered by this
report. During our fiscal quarter ended December 31, 2006, there was no change
in our internal control over financial reporting that has materially affected,
or is reasonably likely to materially affect, our internal control over
financial reporting.

ITEM 9B. OTHER INFORMATION

          None.


                                             42
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<PAGE>
                                      PART III

Items 10, 11, 12, 13, and 14

         Information required by Part III (Items 10, 11, 12, 13, and 14) of
this Form 10-K is incorporated by reference from our definitive Proxy
Statement for our 2007 annual Meeting of Stockholders, which will be filed
with the Securities and Exchange Commission, pursuant to Regulation 14A, not
later than 120 days after the end of the 2006 fiscal year, all of which
information is hereby incorporated by reference in, and made part of, this
Form 10-K.


                                            43
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<PAGE>

                                      PART IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a)(1) Financial Statements

       See financial statements set forth in Item 8 hereof.

(a)(2) Financial Statement Schedules

       No financial statement schedules are filed herewith because (i)such
schedules are not required or (ii)the information required has been presented
in the aforementioned financial statements.

(a)(3) Exhibits

       Exhibits marked with an asterisk (*)are incorporated by reference to
documents previously filed by us with the SEC, as exhibits to our registration
statement on Form S-1 (File No.333-137263).  All other documents listed are
filed with this report.

                                      EXHIBIT INDEX
Exhibit No.   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
*10.22        Third Amended and Restated Private Placement Agreement between
              the Registrant and the Company's initial stockholders

                                       44   
<PAGE>
<PAGE>
*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           Code of Ethics
 24.1         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 Officer
 31.2         Certificate Pursuant to Rule 13a-14(a) under the Securities
              Exchange Act of 1934 of the Principal Financial Officer
 32.1         Certificate Pursuant to 18 U.S.C. Section 1350, As Adopted
              Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of the
              Principal Executive Officer
 32.2         Certificate Pursuant to 18 U.S.C. Section 1350, As Adopted
              Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of the
              Principal Financial Officer
*99.1         Audit Committee Charter
*99.2         Nominating Committee Charter


                                           45
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<PAGE>

                                     SIGNATURES

      Pursuant to the requirements of Section13 or Section15(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.


                                            TRANSFORMA ACQUISITION GROUP INC.


                                            By:  /s/Larry J. Lenhart
                                               ------------------------------
                                          Name:     Larry J. Lenhart
                                         Title:     President and Chief
                                                    Executive Officer

Dated: March 22, 2007

                                      46
<PAGE>
<PAGE>


                       POWER OF ATTORNEY AND SIGNATURES

          Each of the undersigned officers and directors of Transforma
Acquisition Group Inc. hereby severally constitute and appoint Larry J.
Lenhart, our true and lawful attorney, with full power to him, to sign for us
in our names in the capacities indicated below, all amendments to this Annual
Report on Form 10-K, and generally to do all things in our names and on our
behalf in such capacities to enable Transforma Acquisition Group Inc. to
comply with the provisions of the Securities Exchange Act of 1934, as amended,
and all requirements of the Securities and Exchange Commission.

          Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons on behalf of
the registrant and in the capacities indicated on this 22nd day of March,
2007.

                Name                             Position

    /s/  Larry J. Lenhart            President, Chief Executive Officer and
         LARRY J. LENHART            Director (principal executive officer)

   /s/   Jon Lambert
         JON 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. Burstein
       DANIEL L. BURSTEIN            Director

 /s/  Samuel L. Schwerin
      SAMUEL L. SCHWERIN             Director

 /s/  John Sculley
      JOHN SCULLEY                   Director

 /s/  Dale Kutnick
      DALE KUTNICK                   Director