**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**Washington,
      D.C. 20549**









**FORM
      10-K**




**ANNUAL
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF**


**THE
      SECURITIES EXCHANGE ACT OF 1934**




**For
      the year ended December 31, 2007**




**Commission
      File Number 001-33247**




**Geneva
      Acquisition Corporation**


(Exact
      name of Registrant as specified in its charter)




Delaware
            
            41-2207517**(State
                or other jurisdiction of incorporation)**
            
            **(IRS
                Employer Identification
                Number)**




**400
      Crown Colony Drive, Suite 104**


**Quincy,
      Massachusetts 02169**


(Address
      of principal executive offices)




**(617)
      933-1700**


(Registrant’s
      telephone number, including area code)







Securities
      to be registered pursuant to Section 12(b) of the Act:




**Name
                of each exchange****Title
                of each class**
            
            **on
                which registered**Units,
                each consisting of one share of Common Stock, $0.0001 par value,
                and two
                Warrants
            
            American
                Stock ExchangeCommon
                Stock included in the Units
            
            American
                Stock ExchangeWarrants
                included in the Units
            
            American
                Stock Exchange









Securities
      registered pursuant to Section 12(g) of the Act:




**None**


(Title
      of
      class)




Indicate
      by check mark if the registrant is a well-known seasoned issuer, as defined
      in
      Rule 405 of the Securities Act.




oYes x No




Indicate
      by check mark if the registrant is not required to file reports pursuant to
      Section 13 or Section 15(d) of the Act.




o Yes x No




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.




x Yes o 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 the registrant’s knowledge, in definitive proxy or information
      statements incorporated by reference in Part III of this Form 10-K or any
      amendment of this Form 10-K.




o




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




Large
                accelerated filer
            Accelerated
                filer
            Non-accelerated
                filer o
            Smaller
                reporting company x(Do
                not check if a smaller
              reporting
                company)




Indicate
      by check mark whether the registrant is a shell company (as defined by
      Rule 12b-2 of the Act).




xYes o No




The
      aggregate market value of the voting common stock held by non-affiliates of
      the
      registrant computed by reference to the closing sales price for the registrant’s
      common stock on June 30, 2007, as reported on the American Stock Exchange,
      was
      approximately $63,825,000.




The
      number of shares of common stock outstanding as of March 26, 2008 was
      14,000,000.










**GENEVA
      ACQUISITION CORPORATION**


**2007
      ANNUAL REPORT ON FORM 10-K**


**TABLE
      OF CONTENTS**




FORWARD-LOOKING
                STATEMENTS
            1**PART
                I**Item
                1.
            Business
            2Item
                1A.
            Risk
                Factors
            12Item
                1B.
            Unresolved
                Staff Comments
            21Item
                2.
            Properties
            22Item
                3.
            Legal
                Proceedings
            22Item
                4.
            Submission
                Of Matters To A Vote Of Security Holders
            22**PART
                II**Item
                5.
            Market
                For Registrant’s Common Equity, Related Stockholder Matters And Issuer
                Purchases Of Equity Securities
            22Item
                6.
            Selected
                Financial Data
            24Item
                7.
            Management’s
                Discussion And Analysis Of Financial Condition And Results Of
                Operations
            24Item
                7A.
            Quantitative
                And Qualitative Disclosures About Market Risk
            27Item
                8.
            Financial
                Statements And Supplementary Data
            27Item
                9.
            Changes
                In And Disagreements With Accountants On Accounting And Financial
                Disclosure
            27Item
                9A.
            Controls
                And Procedures
            28Item
                9B.
            Other
                Information
            28**PART
                III**Item
                10.
            Directors,
                Executive And Corporate Governance
            28Item
                11.
            Executive
                Compensation
            32Item
                12.
            Security
                Ownership Of Certain Beneficial Owners And Management And Related
                Stockholder Matters
            33Item
                13.
            Certain
                Relationships And Related Transactions, And Director
                Independence
            36Item
                14.
            Principal
                Accountant Fees And Services
            37**PART
                IV**Item
                15.
            Exhibits
                And Financial Statement Schedules
            38Index
              to Financial Statements
            F-1**SIGNATURES**




i


**FORWARD-LOOKING
      STATEMENTS**




In
      addition to historical information, this Annual Report on Form 10-K
      contains statements relating to our future results (including certain
      projections and business trends) that are “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** ”),
      and
      are subject to the “safe harbor” created by those sections. Words such as
“anticipates,” “expects,” “intends,” “plans,” “believes,” “seeks,” “estimates,”
“will” and variations of such words and similar expressions are intended to
      identify such forward-looking statements. Such
      forward-looking statements involve known and unknown risks, uncertainties and
      other important factors that could cause our actual results, performance or
      achievements of, or industry results, to differ materially from any future
      results, performance or achievement implied by such forward-looking
      statements. Factors
      that might cause such differences include, but are not limited to, those
      discussed in the section entitled “Risk Factors” set forth in Item 1A and
      elsewhere in this report and those described from time to time in our other
      filings with the Securities and Exchange Commission (the “ **SEC** ”),
      including the Quarterly Reports on Form 10-Q to be filed by us in the
      future. Readers are cautioned not to place undue reliance on these
      forward-looking statements, which reflect management’s opinions only as of the
      date hereof. There
      can
      be no assurance that (i) we have correctly measured or identified all of
      the factors affecting our business or the extent of these factors’ likely
      impact, (ii) the available information with respect to these factors on
      which such analysis is based is complete or accurate, (iii) such analysis
      is correct or (iv) our strategy, which is based in part on this analysis,
      will be successful. We
      undertake no obligation to revise or release publicly the results of any
      revision to these forward-looking statements.





**PART
      I**




**Item 1.**
              **BUSINESS**




**General**




Geneva
      Acquisition Corporation (the “ **Company** ”)
      was
      incorporated in Delaware on June 2, 2006 as a “blank check” company whose
      objective is to acquire or merge with an operating business. The SEC
      defines such a company as “a development stage company” if it either has no
      specific business plan or purpose or has indicated that its business plan is
      to
      engage in a merger or acquisition with an unidentified company or companies,
      or
      other entity or person, and it has issued “penny stock,” as defined in
      Rule 3a51-1 under the Exchange Act. Many states have enacted statutes,
      rules and regulations limiting the sale of securities of “blank check” companies
      in their respective jurisdictions. The Company is subject to the risks
      associated with development stage companies.




On
      June 9, 2006, the then officers and directors of the Company (the
“ **Initial
      Stockholders** ”)
      purchased an aggregate of 2,500,000 shares of the Company’s common stock, par
      value $.0001 per share (the “ **Common
      Stock** ”),
      at a
      price of $.01 per share.




The
      registration statement for the Company’s initial public offering (the
“ **Initial
      Public Offering** ”)
      was
      declared effective on February 12, 2007 (the “ **Effective
      Date** ”).
      The
      Company sold 11,500,000 Units (the “ **Units** ”)
      in the
      Initial Public Offering at a price of $6.00 per Unit. Each Unit consisted of
      one
      share of Common Stock, and two redeemable Common Stock purchase warrants (the
      “ **Public
      Warrants** ”).
      Each
      Public Warrant entitles the holder thereof to purchase one share of Common
      Stock
      at an exercise price of $5.00 commencing on the later of (i) the completion
      of a
      Business Combination (as hereinafter defined) and (ii) one year from the
      Effective Date, in either case subject to there being an effective and current
      registration statement relating to the shares issuable upon exercise of the
      Warrants, and expiring four years from the Effective Date. The Company may
      redeem the Public Warrants at a price of $.01 per Public Warrant upon
      30 days’ notice after the Public Warrants become exercisable, only in the
      event that the last sale price of the Common Stock is at least $8.50 per share
      for any 20 trading days within a 30 trading day period ending on the third
      day
      prior to the date on which notice of redemption is given. Simultaneously with
      the consummation of the Initial Public Offering on February 16, 2007,
      certain officers, directors and Initial Stockholders of the Company purchased
      an
      aggregate of 2,923,077 warrants at $0.65 per warrant (the “ **Private
      Placement Warrants** ”
and,
      together with the Public Warrants, the “ **Warrants** ”)
      from
      the Company in a private placement (the “ **Private
      Placement** ”).
      The
      Private Placement Warrants are identical to the Public Warrants, except that
      if
      the Company calls the warrants for redemption, the Private Placement warrants
      will be exercisable on a cashless basis so long as they are still held by the
      initial purchasers. The Company received aggregate net proceeds from the Private
      Placement and the Initial Public Offering of approximately
      $65,409,000.




In
      connection with the Initial Public Offering, we issued a five- year option
      (the
“ **UPO** ”)
      to
      Lazard Capital Markets LLC, the representative of the underwriters of our
      Initial Public Offering, for $100, to purchase 700,000 Units (the “ **UPO
      Units** ”).
      The
      UPO Units issuable upon exercise of the UPO are identical to the Units sold
      in
      the Initial Public Offering, except that the exercise price is $8.50 per UPO
      Unit and except that the warrants contained in the UPO Units expire five years
      from the Effective Date.


2


The
      Company’s management has broad discretion with respect to the specific
      application of the net proceeds of the Initial Public Offering, although
      substantially all of the net proceeds of the Initial Public Offering are
      intended to be generally applied toward consummating a business combination
      with
      an operating business through a merger, capital stock exchange, asset
      acquisition or other similar business combination (a “**Business
      Combination**”), which may not necessarily constitute a majority
      of the outstanding equity of such business and may not necessarily constitute
      abusiness combination for accounting purposes. Furthermore, there is
      no
      assurance that the Company will be able to successfully effect a Business
      Combination. Upon the closing of the Initial Public Offering, $67,440,000,
      including $2,070,000 of deferred underwriting discounts, was placed in a Trust
      Account (the “**Trust Account**”), which has been invested in
      government securities until the earlier of (i) the consummation of the
      Company’s first Business Combination and (ii) the liquidation of the
      Company. As of December 31, 2007, $69,053,581 was held in the Trust
      Account, of which $2,070,000 was reserved for deferred underwriting discount
      and
      $3,010,345 represented earned investment income. We are entitled to receive
      up to $1,600,000 from interest earned on the Trust Account (plus $50,000
      received from the net proceeds of the Initial Public Offering) to finance our
      operations prior to consummating 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
      target businesses 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. Certain of the Company’s directors have severally agreed that
      they will be personally liable under certain circumstances to ensure that the
      proceeds in the Trust Account are not reduced by the claims of target businesses
      or vendors or other entities that are owed money by the Company for services
      rendered, contracted for or products sold to the Company. However, there can
      be
      no assurance that the directors will be able to satisfy those obligations.
      The
      remaining net proceeds (not held in the Trust Account), along with interest
      earned on the Trust Account, may be used to pay for business, legal and
      accounting due diligence on prospective acquisitions and the Company’s general
      and administrative expenses. The Company, after signing a definitive agreement
      for the acquisition of a target business, is required to submit such transaction
      for stockholder approval. If stockholders owning 20% or more of the issued
      and
      outstanding shares of Common Stock vote against the Business Combination and
      exercise their conversion rights described below, the prospective Business
      Combination will not be consummated. All of the Company’s stockholders prior to
      the Initial Public Offering have agreed to vote the shares of Common Stock
      that
      they own in accordance with the vote of the majority in interest of all other
      stockholders of the Company
      (the “**Public Stockholders**”) with respect to any
      Business Combination. After consummation of a Business Combination, these voting
      safeguards will no longer be applicable.




With
      respect to a Business Combination that is approved by holders of the
      requisite number of shares of Common Stock (as described above) and consummated,
      any Public Stockholder who voted against the Business Combination may demand
      that the Company convert his or her shares of Common Stock into cash. 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(including,
      for this purpose, 250,000 shares of Common Stock contained in Units purchased
      by
      an Initial Stockholder in the Initial Public Offering). Accordingly,
      Public Stockholders holding 19.99% 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 (subject to distributions for working
      capital and amounts paid or accrued for taxes) computed without regard to the
      shares held by Initial Stockholders (other
      than 250,000 shares of Common Stock contained in Units purchased by an Initial
      Stockholder in the Initial Public Offering).Accordingly, a portion of
      the net proceeds from the Initial Public Offering (19.99% of the amount held
      in
      the Trust Account, excluding the deferred portion of the underwriters’ discount
      and commission) has been classified as Common Stock subject to possible
      conversion on the accompanying December 31, 2007 balance sheet. In
      addition, such Public Stockholders would also be entitled to a pro rata portion
      of the deferred portion of the underwriters’ discount and commission held in the
      Trust Account.




The
      Company’s Certificate of Incorporation provides that the Company will continue
      in existence only until February 12, 2009, 24 months from the Effective
      Date. If the Company has not completed a Business Combination by such date,
      its
      corporate existence will cease and it will dissolve and liquidate for the
      purposes of winding up its affairs. 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) may be less than the Initial
      Public Offering price per share (assuming no value is attributed to the Public
      Warrants) and may be less than the market value of the Common Stock from time
      to
      time.




At
      December 31, 2007, the Company had not conducted any activity, other than
      activity related to the Company’s formation, regulatory filings, the Initial
      Public Offering and pursuing potential Business Combinations.




**Strategy**




Our
      efforts have been focused on identifying a prospective target business that
      manufactures or distributes products or specialty materials to, or provides
      services within, the healthcare sector, as well as other sectors within the
      experience and competencies of our management team. However, as described below,
      we are not limited to consummating a Business Combination within any particular
      sector or industry.




In
      the
      healthcare area, for instance,




*Products* may
      include but are not limited to:


3


•
              Medical
                  devices used in cardiovascular, orthopedic, gynecological, urological,
                  metabolic disease and neurovascular applications;•
              Medical
                  devices used in drug delivery;•
              *In
                  vitro*and*in
                  vivo*diagnostic testing equipment and
                  reagents;


•
              Analytical
                  instruments and related consumables used in drug
                  development;•
              Imaging
                  equipment and contrast agents;•
              Supplies
                  and goods used or consumed in hospitals, nursing homes and home
                  healthcare; and•
              Information
                  technology applications.


*Services*may include but are not limited to:•
                Specialty
                    clinics;•
                Rehabilitation
                    centers;•
                Disease
                    management companies;•
                Diagnostic
                    and laboratory services;•
                Professional
                    provider organizations;•
                Third
                    party administrators;•
                Billing
                    services and electronic medical record maintenance;•
                Imaging
                    centers;•
                Private
                    hospitals;•
                For-profit
                    hospices;•
                Sterilization
                    services for surgical instruments;•
                Health
                    maintenance organizations; and•
                Home
                    healthcare providers.
  *Specialty
                or advanced materials* may include but are not limited
                to:•
              Biomaterials
                  for the repair and replacement of tissue;•
              Metal
                  alloys for implantable devices such as stents, catheters and injection
                  ports;•
              Innovative
                  contrast imaging agents;•
              Nanoparticles
                  for drug delivery;•
              Specialty
                  coatings;•
              Compounding
                  and formulating ingredients and drugs; and•
              Plastic
                  materials and synthetic
                  resins.






The
      examples identified above do not constitute an exhaustive list. In addition,
      we
      may consummate a Business Combination outside of the sectors in which management
      may have direct experience if we believe it would be in our stockholders’ best
      interest. If we consummate a Business Combination outside the specific areas
      of
      management’s experience, we may hire and rely upon third party consultants to
      review or analyze the sector or industry in which a prospective target business
      operates as appropriate.  4




**Competitive
      Strengths**




We
      believe that we will succeed in consummating a Business Combination with a
      target business or businesses as a result of the following:


•
              *We
                  are experienced transaction investors*. Our management team members,
                  including our officers and directors, have extensive experience
                  in
                  identifying and evaluating businesses, performing in-depth due
                  diligence,
                  negotiating with owners and management, structuring, financing
                  and closing
                  transactions in both public and private markets.•
              *We
                  have extensive public and private equity mergers and acquisitions
                  contacts*. Our management team has significant experience and contacts
                  in both public and private equity mergers and acquisitions. In
                  addition,
                  our management team has a network of business relationships with
                  executives and board members of privately and publicly held companies.
                  We
                  believe that these contacts will provide our management team with
                  target
                  candidates that may not be available to the broader
                  market.•
              *We
                  have management operating experience*. Our officers and directors have
                  transaction and operating experience in a variety of industries
                  within the
                  healthcare products and services, specialty materials and other
                  manufacturing sectors. We believe that this experience provides
                  us with a
                  competitive advantage in evaluating businesses and Business Combination
                  opportunities in these sectors. In addition, our officers and directors
                  have provided management oversight and served on the boards of
                  directors
                  of both acquiring as well as acquired private and public companies.
                  We
                  believe this experience will also assist us in evaluating whether
                  Business
                  Combination targets have the human and other resources necessary
                  to
                  compete successfully as publicly traded
                  companies.




Based
      upon the foregoing, we believe that as a well-financed public entity possessing
      broad investment, transaction and operating expertise, we are well qualified
      to
      identify target companies and to complete a Business Combination.




**Effecting
      a Business Combination**




*General*




Subject
      to the limitations that a target business have a fair market value as reasonably
      determined by our board of directors of at least 80% of our net assets at the
      time of the Business Combination, as described below in more detail, we will
      have substantial flexibility in identifying and selecting a prospective Business
      Combination candidate. If our initial business combination involves a
      transaction in which we acquire less than a 100% interest in the target
      business, the fair market value of the interest we acquire must similarly be
      equal to 80% of our net assets at the time of such Business
      Combination.




We
      are
      seeking a Business Combination from among the following areas:


•
              *Privately-Held
                  Companies*.
                  Owners of privately-held companies may seek to realize the value
                  of their
                  investments through a sale of their company to or merger with our
                  public
                  company.•
              *Portfolio
                  Companies of Private Equity Firms*.
                  Because most private equity funds must distribute their fund assets
                  following a fixed term of years, they may seek realizations through
                  the
                  sale or business combination of their portfolio companies with
                  us.•
              *Corporate
                  Restructurings*.
                  Corporate restructurings may present opportunities to acquire or
                  merge
                  with operating divisions or subsidiaries which no longer meet the
                  selling
                  corporation’s strategic direction.•
              *Fragmented
                  Industries*.
                  Various industries are characterized by a large number of small
                  to
                  mid-size firms in which consolidation opportunities may
                  arise.


5


We
      believe that we are qualified to pursue these types of Business Combination
      targets due in part to the factors identified above. We are seeking target
      companies that have the opportunity for growth through market expansion and
      product development and that can potentially benefit from increased access
      to
      capital markets. We are seeking companies with existing executive management
      teams that have demonstrated the ability to operate and profitably grow their
      business. Although our management will endeavor to evaluate the risks inherent
      in a particular target business, we cannot assure you that we will properly
      ascertain or assess all significant risk factors.




*Sources
      of target businesses*




We
      anticipate that target business candidates may be brought to our attention
      from
      various unaffiliated sources, including investment bankers, intermediaries,
      venture capital funds, private equity funds, management buyout funds and other
      members of the financial community, who may present solicited or unsolicited
      proposals. Our officers and directors as well as their affiliates may also
      bring
      to our attention target business candidates. Such individuals have a substantial
      network of business executives, brokers and other intermediaries, entrepreneurs,
      investment bankers, board members and advisors who may introduce us to potential
      opportunities. In no event, however, will any of our existing officers,
      directors or stockholders or any entity with which they are affiliated receive
      any finder’s fee, consulting fee or other compensation from us or any third
      party, including the prospective target, for services rendered prior to or
      in
      connection with the consummation of a business combination by our company.
      Following a Business Combination, our management may receive a fee for
      prospective services they may render to the target business, subject to the
      approval of a majority of the disinterested members of our board of directors.
      We expect that we may be contacted by unsolicited parties who become aware
      of
      our interest in prospective targets through press releases, word of mouth,
      and
      media coverage, should it develop. We may pay a finder’s fee to any unaffiliated
      party that provides information regarding prospective targets to us. We
      anticipate that such fees, if any, would be a percentage of the consideration
      associated with such Business Combination, with the percentage to be determined
      based on local market conditions at the time of such transaction.




*Selection
      of a target business and structuring of a Business Combination*




Our
      management will have virtually unrestricted flexibility in identifying and
      selecting a prospective target business. Except for our focus on the healthcare
      sector, we have not established any other specific attributes or criteria
      (financial or otherwise) for prospective target businesses, except that a target
      business have a fair market value as reasonably determined by our board of
      directors of at least 80% of our net assets at the time of the Business
      Combination. In searching for a target business, members of the financial
      community and other contacts may bring to our attention prospective Business
      Combination candidates that operate outside of the healthcare sector that we
      may
      pursue if we believe it would be in our stockholders’ best interests. We have no
      time frame or monetary amount that would trigger our consideration of a target
      business outside of the healthcare sector.




In
                evaluating
                a prospective target business, our management will consider, among
                other
                factors, the following:•
              financial
                  condition and results of operations;•
              cash
                  flow potential;•
              growth
                  potential;•
              experience
                  and skill of management and availability of additional
                  personnel;•
              capital
                  requirements;•
              competitive
                  position;•
              barriers
                  to entry;•
              stage
                  of development of the products, processes or
                  services;


6


•
              regulatory
                  environment of the industry;•
              regulatory
                  compliance of the target business;•
              security
                  measures employed to protect technology, trademarks or trade
                  secrets;•
              degree
                  of current or potential market acceptance of the products, processes
                  or
                  services;•
              proprietary
                  features and degree of intellectual property or other protection
                  of the
                  products, processes or services; and•
              costs
                  associated with effecting the Business
                  Combination.




The
      above
      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 evaluating a prospective target business, we will conduct
      an extensive due diligence review which will encompass, among other things,
      meetings with incumbent management and inspection of facilities, as well as
      review of financial and other information which is made available to us. We
      intend to have all prospective target businesses execute agreements with us
      waiving any right, title, interest or claim of any kind in or to any monies
      held
      in the Trust Account.




We
      will
      endeavor to structure a Business Combination so as to achieve the most favorable
      tax treatment to us, the target business and its stockholders. The time and
      costs required to select and evaluate a target business and to structure and
      complete the Business Combination cannot presently be ascertained with any
      degree of certainty. Any costs incurred with respect to the identification
      and
      evaluation of a prospective target business with which a Business Combination
      is
      not ultimately completed will result in a loss to us and reduce the amount
      of
      capital available otherwise to complete a Business Combination.




*Fair
      market value of target business*




The
      target business that we consummate a Business Combination with must have a
      fair
      market value equal to at least 80% of our net assets at the time of such
      transaction, although we may consummate a Business Combination with a target
      business whose fair market value significantly exceeds 80% of our net assets.
      In
      order to consummate such a Business Combination, we may issue a significant
      amount of our debt or equity securities to the sellers of such businesses and/or
      seek to raise additional funds through a private offering of debt or equity
      securities. If our initial Business Combination involves a transaction in which
      we acquire less than a 100% interest in the target business, the fair market
      value of the interest we acquire must similarly be equal to 80% of our net
      assets at the time of such Business Combination. The fair market value of any
      Business Combination 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
      independently to determine that the target business has a sufficient fair market
      value, we will obtain an opinion from an unaffiliated, independent investment
      banking firm with respect to the satisfaction of such criteria. Since any
      opinion, if obtained, would likely only 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 of such opinion will
      be provided to stockholders who request it. We will not be required to obtain
      an
      opinion from an investment banking firm as to the fair market value if our
      board
      of directors independently determines that the target business complies with
      the
      80% threshold.




*Probable
      lack of business diversification*




While
      we
      may seek to effect Business Combinations with more than one target business,
      our
      initial Business Combination must be with one or more target businesses that
      satisfies the minimum valuation standard at the time of such Business
      Combination, as discussed above. It is probable that we will have the ability
      to
      effect only a single Business Combination. Accordingly, the prospects for our
      success may be entirely dependent upon the future performance of a single
      business. Unlike other entities which may have the resources to complete several
      Business Combinations of entities 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:


7


•
            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.




If
      we
      determine to acquire simultaneously several businesses and such businesses
      are
      owned by different sellers, we will need for each of such sellers to agree
      that
      our purchase of its business is contingent on the simultaneous closings of
      the
      other acquisitions, which may make it more difficult for us, and delay our
      ability, to complete the Business Combination. With multiple 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 operations and services or products of the
      acquired companies in a single operating business.




*Limited
      ability to evaluate the management of a target business*




Although
      we intend to evaluate closely the management of a prospective target business
      when evaluating the desirability of effecting a Business Combination, we cannot
      assure you that our assessment of the target business’ management will prove to
      be correct. In addition, we cannot assure you that the future management will
      have the necessary skills, qualifications or abilities to manage a public
      company. Furthermore, the future role of our officers and directors, if any,
      in
      the target business cannot presently be stated with any certainty. While it
      is
      possible that one or more of our officers or directors will remain associated
      in
      some capacity with us following a business combination, it is unlikely that
      any
      of them will devote their full efforts to our affairs subsequent to a Business
      Combination. Moreover, they would only be able to remain with us after the
      consummation of a Business Combination if they are able to negotiate employment
      or consulting agreements in connection with the Business Combination. Such
      negotiations would take place simultaneously with the negotiation of the
      Business Combination and could provide for them to receive compensation in
      the
      form of cash payments and/or our securities for services they would render
      to us
      after the consummation of the Business Combination. While the personal and
      financial interests of our key personnel may influence their motivation in
      identifying and selecting a target business, their ability to remain with us
      after the consummation of a Business Combination will not be the determining
      factor in our decision as to whether or not we will proceed with any potential
      business combination. Additionally, we cannot assure you that our officers
      and
      directors will have significant experience or knowledge relating to the
      operations of the particular target business.




Following
      a Business Combination, we may seek to recruit additional managers to supplement
      the incumbent management of the target business. We cannot assure you that
      we
      will have the ability to recruit additional managers, or that additional
      managers will have the requisite skills, knowledge or experience necessary
      to
      enhance the incumbent management.




*Opportunity
      for stockholder approval of Business Combination*




Prior
      to
      the completion of a 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 applicable state law.
      In
      connection with any such transaction, we will also submit to our stockholders
      for approval a proposal to amend our Certificate of Incorporation to provide
      for
      our corporate life to continue perpetually following the consummation of such
      Business Combination. Any vote to extend our corporate life perpetually will
      be
      taken only in connection with a vote to approve a Business Combination and
      will
      take effect only if stockholders approve both the extension of our corporate
      life and the Business Combination.


8


In
      connection with seeking stockholder approval of a Business Combination, we
      will
      furnish our stockholders with proxy solicitation materials prepared in
      accordance with the Exchange Act which, among other matters, will include a
      description of the operations of the target business and audited historical
      financial statements of the business.




In
      connection with the vote required for any Business Combination, all of our
      Initial Stockholders, including all of our officers and directors, have agreed
      to vote the shares of Common Stock owned by them in accordance with the majority
      of the shares of Common Stock voted by the Public Stockholders. We will proceed
      with the business combination only if a majority of the shares of Common Stock
      voted by the Public Stockholders are voted in favor of the Business Combination
      and Public Stockholders owning less than 20% of the outstanding shares of our
      Common Stock both vote against the Business Combination and exercise their
      conversion rights.




*Conversion
      rights*




At
      the
      time we seek stockholder approval of any Business Combination, we will offer
      each Public Stockholder the right to have such stockholder’s shares of Common
      Stock converted to cash if such stockholder votes against the Business
      Combination and the Business Combination is approved and completed. Our Initial
      Stockholders 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, inclusive of any interest not distributed
      to
      us for working capital or paid or accrued for taxes (calculated as of two
      business days prior to the consummation of the proposed Business Combination),
      divided by the number of shares of Common Stock sold in the Initial Public
      Offering .
      As of
      December 31, 2007, the estimated per share conversion price was approximately
      $5.90.




An
      eligible stockholder may request conversion at any time after the mailing to
      our
      stockholders of the proxy statement relating to a proposed Business Combination
      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 the Business Combination and the Business Combination
      is approved and completed. Any request for conversion, once made, may be
      withdrawn at any time up to the date of the stockholders 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
      cash
      will still have the right to exercise any Public Warrants that they own. We
      will
      not complete any Business Combination if Public Stockholders owning 20% or
      more
      of the outstanding shares of Common Stock both vote against a Business
      Combination and exercise their conversion rights. Accordingly, it is our
      understanding and intention in every case to structure and consummate a Business
      Combination in which Public Stockholders owning 19.99% of the outstanding shares
      of Common Stock may exercise their conversion rights and the Business
      Combination will still go forward.




*Liquidation
      if no Business Combination*




Our
      Certificate of Incorporation provides that we will continue in existence only
      until February 12, 2009. This provision may not be amended except in
      connection with the consummation of a Business Combination. If we have not
      completed a Business Combination by such date, under our Certificate of
      Incorporation, our corporate existence will cease, except for the purposes
      of
      winding up our affairs and liquidating, pursuant to Section 278 of the
      Delaware General Corporation Law. This has the same effect as if our board
      of
      directors and stockholders had formally voted to approve our dissolution
      pursuant to Section 275 of the Delaware General Corporation Law.
      Accordingly, limiting our corporate existence to a specified date as permitted
      by Section 102(b)(5) of the Delaware General Corporation Law removes the
      necessity to comply with the formal procedures set forth in Section 275
      (which would have required our board of directors and stockholders to vote
      formally to approve our dissolution and liquidation and to have filed a
      certificate of dissolution with the Delaware Secretary of State).




If
      we are
      unable to complete a Business Combination by February 12, 2009, we will
      distribute to our stockholders, in proportion to their respective equity
      interests, a sum equal to the amount in the Trust Account, inclusive of any
      interest, plus any remaining net assets (subject to our obligations under
      Delaware law to provide for claims of creditors as described below). We
      anticipate notifying the trustee of the Trust Account to begin liquidating
      such
      assets within 10 business days after such date. Our Initial Stockholders have
      waived their rights to participate in any liquidation distribution with respect
      to any shares of Common Stock purchased
      by them prior to the Initial Public Offering or purchased privately from the
      Company by them simultaneously with the Initial Public Offering. The Initial
      Stockholders will be entitled to participate in any liquidation distribution
      with respect to any shares purchased in the Initial Public Offering and
      thereafter. Our Chairman of the Board purchased 250,000 Units in the Initial
      Public Offering. There will be no distribution from the Trust Account
      with respect to our Warrants, which will expire worthless in the event of
      liquidation. We will pay the costs of liquidation from our remaining assets
      outside of the Trust Account. If such funds are insufficient, our Initial
      Stockholders have agreed to advance us the funds necessary to complete such
      liquidation (currently anticipated to be no more than approximately $15,000)
      and
      will not seek repayment of such expenses.


9


As
      of
      December 31, 2007, the estimated per share conversion price was approximately
      $5.90. As described below, the amount deposited in the Trust Account could,
      however, become subject to the claims of any *bona
      fide* creditor
      which would be prior to the claims of our Public Stockholders in the absence
      of
      a legally enforceable waiver agreement with such creditor or valid defenses
      against such claims. However, because we are a blank check company, rather
      than
      an operating company, and our operations are limited to searching for
      prospective target businesses to consummate a  Business Combination with,
      the only claims likely to arise would be from our vendors and service providers
      (such as accountants, lawyers, investment bankers, etc.) and potential target
      businesses. As described above, we intend to have all vendors, service providers
      and prospective target businesses execute agreements with us waiving any right,
      title, interest or claim of any kind they may have in or to any monies held
      in
      the Trust Account. As a result, we believe the claims that could be made against
      us should be limited, thereby lessening the likelihood that any claim would
      result in any liability extending to the trust. If we liquidate before the
      completion of a Business Combination and distribute the proceeds held in trust
      to our Public Stockholders, James E. McGrath, our President and a director,
      John
      F. Rousseau, Jr., our Chief Operating Officer and a director, Edwin Snape,
      a
      director, Gregory F. Zaic, our Treasurer, Vincent T. Pica II, our Chairman
      of
      the Board, and Thomas E. Hancock, our Vice President of Business Development,
      have agreed to indemnify us from claims by a vendor that would reduce the amount
      of funds held in the Trust Account. Under these circumstances, our board of
      directors would have a fiduciary obligation to our stockholders to bring a
      claim
      against Messrs. Pica, McGrath, Rousseau, Snape, Hancock and Zaic if they
      failed to perform their indemnification obligations. In addition, a stockholder
      would have a right to bring a derivative action to compel us to initiate a
      claim
      for indemnification against such individuals. We cannot assure you that the
      waiver agreements we have signed and intend to sign with potential target
      businesses and third party venders will be legally enforceable in all
      circumstances, or that Messrs. McGrath, Rousseau, Snape, Zaic, Pica and
      Hancock will be able to satisfy their indemnity obligations in all instances.
      As
      a result, due to potential claims of creditors, we can make no assurances as
      to
      the actual per share liquidation amount that Public Stockholders would receive
      in the event of our liquidation.




In
      addition, if we are forced to file a bankruptcy case or an involuntary
      bankruptcy case is filed against us which is not dismissed, or a trustee or
      receiver is appointed pursuant to applicable Delaware law, the proceeds held
      in
      the Trust Account could be subject to applicable bankruptcy law or equitable
      claims filed in Delaware Chancery Court, and may be subject to the claims of
      third parties with priority over the claims of our stockholders. To the extent
      any such bankruptcy or equitable claims deplete the Trust Account, we cannot
      assure you we will be able to return to our stockholders at least $5.90 per
      share.




Our
      stockholders will be entitled to receive funds from the Trust Account only
      in
      the event of our liquidation or if the Public Stockholders seek to convert
      their
      respective shares into cash upon a Business Combination which the Public
      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.




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
      distributions are made to stockholders, any liability of stockholders with
      respect to a liquidating distribution is limited to the lesser of such
      stockholder’s pro rata share of the claim or the amount distributed to the
      stockholder, and any liability of the stockholder would be barred after the
      third anniversary of the dissolution. 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 (but no more) in
      a
      dissolution and any liability of our stockholders may extend beyond the third
      anniversary of such dissolution. In no event will we distribute funds to our
      Initial Stockholders on account of their Private Placement Warrants, or to
      the
      Public Warrant holders on account of the Public Warrants, in the event of our
      liquidation if we are unable to complete a Business Combination within the
      time
      frame described in our Certificate of Incorporation.


10


Because
      we will not be complying with Section 280, Section 281(b) of the
      Delaware General Corporation Law requires 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. Accordingly, we would be required to provide for any claims of
      creditors known to us at that time or those that we believe could be brought
      against us within the subsequent 10 years prior to our distributing the funds
      in
      the Trust Account to our public stockholders. Our Board of Directors will
      reserve funds from the $1,650,000 available for our working capital to provide
      for creditor claims in the event of our liquidation, pursuant to our obligations
      under Delaware General Corporation Law. As discussed above, because we are
      a
      blank check company, rather than an operating company, and our operations are
      limited to searching for prospective target businesses to consummate a Business
      Combination with, we believe the only likely claims to arise would be from
      our
      vendors and service providers (such as accountants, lawyers, investment bankers,
      etc.) and potential target businesses. As described above, we intend to have all
      vendors, service providers and prospective target businesses execute agreements
      with us waiving any right, title, interest or claim of any kind they may have
      in
      or to any monies held in the Trust Account. However, we cannot guaranty that,
      even if such entities execute such agreements with us, they will not seek
      recourse against the Trust Account. In addition, a court could conclude that
      such agreements are not legally enforceable. We believe that such possibilities
      are unlikely and, accordingly, that any necessary provision for creditors should
      be minimal and should not have a significant impact on our ability to distribute
      funds from the Trust Account to our stockholders. Nevertheless, we can make
      no
      assurances as to the actual per share liquidation amount that Public
      Stockholders would receive in the event of our liquidation.




If
      we are
      forced to file a bankruptcy case or an involuntary bankruptcy case is filed
      against us which is not dismissed, the proceeds held in the Trust Account could
      be subject to applicable bankruptcy law, and may be included in our bankruptcy
      estate and subject to the claims of third parties with priority over the claims
      of our stockholders, thereby decreasing the per share liquidation amount that
      Public Stockholders would receive in the event of our liquidation. Additionally,
      if we are forced to file a bankruptcy case or an involuntary bankruptcy case
      is
      filed against us which is not dismissed, any distributions received by
      stockholders could be viewed under applicable debtor/creditor and/or bankruptcy
      laws as either a “preferential transfer” or a “fraudulent conveyance.” As a
      result, a bankruptcy court could seek to recover all amounts received by our
      stockholders. Furthermore, because we intend to distribute the proceeds held
      in
      the Trust Account to our Public Stockholders promptly after February
      12, 2009, this may be viewed or interpreted as giving preference to our
      Public Stockholders over any potential creditors with respect to access to
      or
      distributions from our assets. Furthermore, our board of directors may be viewed
      as having breached their fiduciary duties to our creditors and/or as having
      acted in bad faith, and thereby exposing itself and the Company to damage claims
      by paying Public Stockholders from the Trust Account prior to addressing the
      claims of creditors. We cannot assure you that claims will not be brought
      against us for these reasons.




**Competition**




In
      identifying, evaluating and selecting a target business, we may encounter
      intense competition from other entities having a business objective similar
      to
      ours including other blank check companies, private equity groups, and operating
      businesses seeking strategic acquisitions. Many of these entities are well
      established and have extensive experience identifying and effecting business
      combinations directly or through affiliates. Many of these competitors possess
      greater technical, human and other resources than us and our financial resources
      will be relatively limited when contrasted with those of many of these
      competitors. Our ability to compete in consummating a Business Combination
      with
      certain sizable target businesses will be limited by our available financial
      resources. This inherent competitive limitation gives others an advantage in
      pursuing target businesses. Furthermore:




•
            our
                obligation to seek stockholder approval of a Business Combination
                may
                delay or threaten the completion of a
                transaction;




•
            our
                obligation to convert into cash shares of Common Stock held by our
                Public
                Stockholders in certain instances may reduce the resources available
                to us
                for a Business Combination;




11




•
            our
                outstanding Warrants and the UPO, and the future dilution they potentially
                represent, may not be viewed favorably by certain target businesses;
                and




•
            our
                limited ability to fund a no shop fee may place us at a disadvantage
                vis-à-vis a private equity or buy-out firm that may not be subject to
                our
                working capital restrictions.




Any
      of
      these factors may place us at a competitive disadvantage in successfully
      negotiating a Business Combination. If we succeed in effecting a Business
      Combination, there will be, in all likelihood, intense competition from
      competitors of the target business. We cannot assure you that, subsequent to
      a
      Business Combination, we will have the resources or ability to compete
      effectively.




**Employees**




We
      have
      five executive officers: James E. McGrath, our President and a director, John
      F.
      Rousseau, Jr., our Chief Operating Officer and a director, Gregory F. Zaic,
      our
      Treasurer, Vincent T. Pica II, our Chairman of the Board, and Thomas E. Hancock,
      our Vice President of Business Development. Our executive officers are not
      obligated to devote any specific number of hours to our matters. Although
      Messrs. McGrath, Rousseau, Zaic and Hancock devote a substantial amount of
      time to the search for, and due diligence with respect to, a target business,
      the amount of time they or any of our officers will devote in any time period
      will vary based on the availability of suitable target businesses to
      investigate. We do not intend to have any full time employees prior to the
      consummation of a Business Combination.




**ITEM
      1A.**  **RISK
      FACTORS**




***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 formed development stage company with no operating results to date.
      Because we lack an established operating history, you have no basis on which
      to
      evaluate our ability to achieve our business objective of completing a Business
      Combination with one or more target businesses. We have no plans, arrangements
      or understandings with any specific acquisition candidates and may be unable
      to
      complete a Business Combination. We will not generate any revenues until, at
      the
      earliest, after the consummation of a Business Combination. We cannot assure
      you
      as to when or if a Business Combination will occur.




***If
      we are forced to liquidate and distribute the Trust Account, our Public
      Stockholders may receive less than they paid to purchase their shares of Common
      Stock and our Warrants will expire worthless.***




If
      we are
      unable to complete a Business Combination by February 12, 2009 and are forced
      to
      liquidate our assets, we can make no assurances as to the per share liquidation
      amount that stockholders would receive. Such per share liquidation distribution
      may be less than the price paid by stockholders to purchase our Common Stock
      because of, among other things, the expenses of our Initial Public Offering,
      our
      general and administrative expenses and the costs of seeking a Business
      Combination. Furthermore, there will be no distribution with respect to our
      outstanding Warrants, which will expire worthless if we liquidate before the
      completion of a Business Combination.




***If
      the interest from the net proceeds of our Public Offering held in trust is
      insufficient to allow us to operate for at least 24 month following the
      Effective Date, we may be unable to complete a Business Combination and may
      be
      forced to liquidate.***




We
      believe that the funds available to us outside of the Trust Account, plus the
      interest earned on the funds held in the Trust Account that may be available
      to
      us, will be sufficient to allow us to operate until at least February 12,
      2009, assuming that a Business Combination is not consummated prior to that
      date. However, we cannot assure you that our estimates are accurate. We could
      use a portion of the funds available to us to pay fees to consultants to assist
      us with our search for a target business. We could also use a portion of the
      funds as a down payment or to fund a “no-shop” provision (a provision in letters
      of intent designed to keep target businesses from soliciting offers from other
      companies on terms more favorable to such target businesses) with respect to
      a
      particular proposed Business Combination, although we do not have any current
      intention to do so. If we entered into a letter of intent where we paid for
      the
      right to receive exclusivity from a target business 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, a new target business.


12


***Because
      there are numerous companies with a business plan similar to ours seeking to
      effectuate a business combination, it may be more difficult for us to do
      so.***




In
      identifying, evaluating and selecting a target business, we may encounter
      intense competition from other entities having a business objective similar
      to
      ours including other blank check companies, private equity groups, and operating
      businesses seeking strategic acquisitions. Many of these entities are well
      established and have extensive experience identifying and effecting business
      combinations directly or through affiliates. Many of these competitors possess
      greater technical, human and other resources than us and our financial resources
      will be relatively limited when contrasted with those of many of these
      competitors. Our ability to compete in consummating a Business Combination
      with
      certain sizable target businesses will be limited by our available financial
      resources. This inherent competitive limitation gives others an advantage in
      pursuing target businesses. Furthermore:




•
            our
                obligation to seek stockholder approval of a Business Combination
                may
                delay or threaten the completion of a
                transaction;




•
            our
                obligation to convert into cash shares of Common Stock held by our
                Public
                Stockholders in certain instances may reduce the resources available
                to us
                for a Business Combination;




•
            our
                outstanding Warrants and the UPO, and the future dilution they potentially
                represent, may not be viewed favorably by certain target businesses;
                and




•
            our
                limited ability to fund a no shop fee may place us at a disadvantage
                vis-à-vis a private equity or buy-out firm that may not be subject to
                our
                working capital restrictions.




We
      cannot
      assure you that we will be able to compete successfully for an attractive
      Business Combination. In addition, because of this competition, we cannot assure
      you that we will be able to effectuate a Business Combination within the
      required time period, in which case we will be forced to liquidate.




***Since
      we have not yet selected a particular target business, we are unable currently
      to ascertain the merits or risks of the operations of any particular target
      business or the industry in which we may ultimately
      operate.***




While
      we
      are focusing our search for target businesses in the healthcare sector, we
      may
      consummate a Business Combination with a company in any industry we choose
      and
      are not limited to any particular industry or type of business. Accordingly,
      there is no reliable basis for you currently to evaluate the possible merits
      or
      risks of the particular industry in which we may ultimately operate or the
      target business which we may ultimately consummate a Business Combination with.
      If we complete a Business Combination with an entity in an industry
      characterized by a high level of risk, we may be affected by the currently
      unascertainable risks of that industry. Although our management will endeavor
      to
      evaluate the risks inherent in a particular industry or target business, we
      cannot assure you that we will properly ascertain or assess all of the
      significant risk factors.




***Our
      officers and directors will allocate their time to other businesses, thereby
      causing potential conflicts of interest in their determination as to how much
      time to devote to our affairs, which could have a negative impact on our ability
      to consummate a Business Combination.***




Our
      officers and directors are not required to commit their full time to our
      affairs, which may result in a conflict of interest in allocating their time
      between our operations and other businesses. This could have a negative effect
      on our ability to consummate a Business Combination. We do not intend to have
      any full time employees prior to the consummation of a Business Combination.
      Although our executive officers expect to devote substantial time to our
      business, they are engaged in other business endeavors and are not obligated
      to
      contribute any specific number of hours to our affairs. If our executive
      officers’ or directors’ other business affairs require them to devote more
      substantial amounts of time to such affairs, it could limit their ability to
      devote time to our affairs and could have a negative impact on our ability
      to
      consummate a Business Combination.


13


***A
      business we select may be subject to extensive government regulation and
      government or private insurance reimbursement policies, which could negatively
      impact our operations if we are successful in completing a Business
      Combination.***




Certain
      industries in which a target business we select may operate could be extensively
      regulated by the federal government and any states in which such business has
      operations. We cannot assess which laws and regulations may apply to a target
      business because we have not identified a specific target business and do not
      know in which industry a potential target business may operate. The existence
      of
      government regulations that apply to a potential target business, or changes
      in
      such regulations, which are subject to occur, could create delays in bringing
      products or services to market, affect a target business’ ability to grow into
      new markets, and impose costs that would affect profitability, among other
      things. In addition, the failure to properly comply with government regulations
      could subject a target business to fines and penalties.




A
      target
      business in the healthcare sector may be subject to Medicaid and Medicare
      reimbursement policies and reimbursement policies of private insurers. To the
      extent a target business’s revenues are dependent on reimbursement from Medicare
      or Medicare programs or from private insurers, we would be subject to additional
      risks inherent in reliance on reimbursement from these sources. These risks
      include the possible inability to recover fully charges for the products or
      services a target business sells or provides, costs of compliance with
      government and private reimbursement policies, and possible delays in obtaining
      reimbursement, all of which could materially and adversely affect a target
      business’s cash flow and profitability.




***If
      we effect a Business Combination with a company located outside the United
      States, we would be subject to a variety of additional risks that may negatively
      impact our operations.***




We
      may
      effect a Business Combination with a company located outside the United States.
      If we do, we would be subject to any special considerations or risks associated
      with companies operating in the target business’s home jurisdiction, including
      any of the following:


•
              rules
                  and regulations or currency conversion or corporate withholding
                  taxes on
                  individuals;•
              tariffs
                  and trade barriers;•
              regulations
                  related to customs and import/export mattes;•
              longer
                  payment cycles;•
              tax
                  issues, such as tax law changes and variations in tax laws as compared
                  to
                  the United States;•
              currency
                  fluctuations;•
              challenges
                  in collecting accounts receivable;•
              cultural
                  and language differences; and•
              employment
                  regulations.




We
      cannot
      assure you that we would be able adequately to address these additional risks.
      If we were unable adequately to address these additional risks, our business
      operations might suffer.


14


***We
      may not be able to consummate a Business Combination within the required time
      frame, in which case we would be forced to liquidate.***




We
      must
      complete a Business Combination with a fair market value, as determined in
      the
      reasonable discretion of our board of directors, of at least 80% of our net
      assets at the time of the transaction by February 12, 2009. If we fail to
      consummate a Business Combination within the required time frame, we will be
      forced to liquidate our assets. In addition, our negotiating position and our
      ability to conduct adequate due diligence on any potential target may be reduced
      as we approach the deadline for the consummation of a Business
      Combination.




***Our
      board of directors may not accurately determine the fair market value of a
      targeted acquisition, and, as a result, we may pay more than what the target
      business is actually worth.***




Fair
      market value of the target company will be determined in the reasonable
      discretion of our board of directors. Our board of directors may, but is not
      required to, obtain an opinion from an investment banking firm or other
      valuation expert to confirm its determination of fair market value. If our
      board
      of directors, or any investment banking firm or other expert upon whose opinion
      our board may rely, overestimates the fair market value of a company that we
      consummate a Business Combination with, then the value of our securities could
      be adversely affected.




***You
      will not receive protections normally afforded to investors of blank check
      companies.***




Since
      the
      net proceeds of our Initial Public Offering are designated for completing a
      Business Combination with a target business that has not been identified, we
      may
      be deemed to be a “blank check” company under the United States securities laws.
      However, we believe that we are exempt from rules adopted by the SEC to protect
      investors in blank check companies. Accordingly, investors will not be afforded
      the benefits or protections of those rules.




***If
      third parties bring claims against us, the proceeds held in trust could be
      reduced and the per share liquidation price received by stockholders could
      be
      less than the price paid by investors to purchase shares of Common
      Stock.***




Our
      placing of funds in trust may not protect those funds from third party claims
      against us. Although we will seek to have all vendors, prospective target
      businesses or other entities we engage execute agreements with us waiving any
      right, title, interest or claim of any kind in or to any monies held in the
      Trust Account for the benefit of our Public Stockholders, there is no guarantee
      that, they will execute such agreements, nor is there any guarantee that such
      third parties will not seek recourse against us even if they do execute such
      agreements. A court could also conclude that such agreements are not legally
      enforceable. Accordingly, the proceeds held in trust could be subject to claims
      that would take priority over those of our  stockholders. If we liquidate
      before the completion of a Business Combination and distribute the proceeds
      held
      in trust to our stockholders, Messrs. McGrath, Rousseau, Hancock, Zaic and
      Pica and Dr. Snape have agreed to indemnify us against any claims by any
      vendor, prospective target business or other entity that is owed money from
      us
      for services rendered or products sold to us that would reduce the amount of
      the
      funds in the Trust Account. Under these circumstances, our board of directors
      would have a fiduciary obligation to our stockholders to bring a claim against
      Messrs. McGrath, Rousseau, Hancock, Zaic and Pica and Dr. Snape if they
      fail to perform their indemnification obligations. In addition, a stockholder
      would have a right to bring a derivative action to compel us to initiate a
      claim
      for indemnification against such individuals. Because we will seek to have
      all
      vendors and prospective target businesses execute agreements with us waiving
      any
      right, title, interest or claim of any kind they may have in, or to any moneys
      held in, the Trust Account, we believe the likelihood of such officers and
      directors having any obligation to indemnify us is minimal. Notwithstanding
      the
      foregoing, we have questioned such officers and directors concerning their
      financial information. Based on the foregoing, we believe that such individuals
      have funds sufficient to satisfy their obligations, but cannot assure you that
      they will be able to satisfy those obligations in all instances. Moreover,
      we
      cannot assure you that the indemnification agreements with these individuals
      will cover all possible claims against the Company. Therefore, there may be
      claims for which no indemnification is available. Accordingly, we can make
      no
      assurances as to the actual per share liquidation amount that Public
      Stockholders would receive in the event of our liquidation.




In
      addition, if we are forced to file a bankruptcy case or an involuntary
      bankruptcy case is filed against us which is not dismissed, the proceeds held
      in
      the Trust Account could be subject to applicable bankruptcy law, and may be
      included in our bankruptcy estate and subject to the claims of third parties
      with priority over the claims of our stockholders, thereby depleting some or
      all
      of the Trust Account.


15


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




Our
      Certificate of Incorporation provides that we will continue in existence only
      until 24 months after the Effective Date, February 12, 2009. If we
      have not completed a Business Combination by such date and amended this
      provision in connection therewith, pursuant to the Delaware General Corporation
      Law, our corporate existence will cease except for the purposes of winding
      up
      our affairs and liquidating. Under Sections 280 through 282 of 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
      distributions are made to stockholders, any liability of stockholders with
      respect to a liquidating distribution is limited to the lesser of such
      stockholder’s pro rata share of the claim or the amount distributed to the
      stockholder, and any liability of the stockholder would be barred after the
      third anniversary of the dissolution. However, if we do not complete a Business
      Combination on or prior to February 12, 2009, it is our intention to make
      liquidating distributions to our stockholders as soon as reasonably possible
      thereafter and, therefore, we do not intend to comply with those procedures.
      Because we will not be complying with those procedures, we are required,
      pursuant to Section 281 of the Delaware General Corporation Law, to adopt a
      plan that will provide for the 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
      ten years. Accordingly, we would be required to provide for any creditors
      known to us at that time as well as provide for any claims that we believe
      could
      potentially be brought against us within the subsequent ten years prior to
      distributing the funds held in the trust to stockholders. We cannot assure
      you
      that we will properly assess all claims that may be potentially brought against
      us. As such, our stockholders could potentially be liable for any claims to
      the
      extent of distributions received by them (but no more) and any liability of
      our
      stockholders may extend well beyond the third anniversary of such date.
      Accordingly, we cannot assure you that third parties will not seek to recover
      from our stockholders amounts owed to them by us.




In
      addition, if we are forced to file a bankruptcy case or an involuntary
      bankruptcy case is filed against us which is not dismissed, any distributions
      received by stockholders could be viewed under applicable debtor/creditor and/or
      bankruptcy laws as either a “preferential transfer” or a “fraudulent
      conveyance.” As a result, a bankruptcy court could also seek to recover all
      amounts received by our stockholders. Furthermore, because we intend to
      distribute the proceeds held in the Trust Account to our Public Stockholders
      promptly after February 12, 2009, this may be viewed or interpreted as
      giving preference to our Public Stockholders over any potential creditors with
      respect to access to or distributions from our assets. Furthermore, our board
      of
      directors may be viewed as having breached their fiduciary duties to our
      creditors and/or as having acted in bad faith, and thereby exposing itself
      and
      the Company to damage claims, by paying Public Stockholders from the Trust
      Account prior to addressing the claims of creditors. We cannot assure you that
      claims will not be brought against us or our stockholders for these
      reasons.




***We
      may issue shares of our capital stock to complete a Business Combination, which
      would reduce the equity interest of our current stockholders and could likely
      cause a change in control of our ownership.***




Our
      Certificate of Incorporation authorizes the issuance of up to 60,000,000 shares
      of Common Stock, and 1,000,000 shares of preferred stock, par value $.0001
      per
      share. There are 17,976,923 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 UPO granted to the
      representative of the underwriters of our Initial Public Offering) and all
      of
      the 1,000,000 shares of preferred stock are available for issuance. Although
      we
      have no commitments as of the date hereof to issue our securities, we may issue
      a substantial number of additional shares of our Common Stock or preferred
      stock, a combination of common and preferred stock, or debt securities (in
      addition to paying cash), to complete a Business Combination. The issuance
      of
      additional shares of our Common Stock or any number of shares of our preferred
      stock:


16


•
            may
                significantly reduce your equity interest in the
                Company;




•
            may
                subordinate the rights of holders of Common Stock if the preferred
                stock
                is issued with rights senior to those afforded to our Common
                Stock;




•
            could
                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 carryforwards, if any, and most likely
                also
                result in the resignation or removal of our present officers and
                directors; and




•
            may
                adversely affect prevailing market prices for our Common
                Stock.




***Under
      Delaware law, certain requirements and restrictions contained in our Certificate
      of Incorporation may be amended, which could reduce or eliminate the protection
      afforded to our stockholders by such requirements and
      restrictions.***




Our
      Certificate of Incorporation sets forth certain requirements and restrictions
      that apply to us until the consummation of a Business Combination. Specifically,
      our Certificate of Incorporation provides, among other things,
      that:




•
            prior
                to the consummation of our initial Business Combination, we must
                submit
                such Business Combination to our stockholders for
                approval;




•
            we
                may consummate our initial Business Combination only if: (i) approved
                by a majority of the shares of Common Stock voted by the Public
                Stockholders, (ii) a majority of our stockholders vote in favor of
                the amendment to extend our corporate life described above, and
                (iii) Public Stockholders owning less than 20% of the outstanding
                shares of Common Stock both vote against the Business Combination
                and
                exercise their conversion rights;




•
            if
                our initial Business Combination is approved and consummated, Public
                Stockholders who voted both against the Business Combination and
                exercised
                their conversion rights will receive their pro rata share of the
                Trust
                Account;




•
            if
                a Business Combination is not consummated by February 12, 2009, we
                will be liquidated and will distribute to our Public Stockholders
                their
                pro rata share of the Trust Account;
                and




•
            we
                may not consummate any other merger, capital stock exchange, stock
                purchase, asset acquisition or similar transaction other than a Business
                Combination that meets certain conditions, including the requirement
                that
                our initial Business Combination be with one or more operating businesses
                whose fair market value, either individually or collectively, is
                equal to
                at least 80% of our net assets at the time of such Business
                Combination.




Our
      Certificate of Incorporation prohibits the amendment of the above-described
      provisions. However, the validity of provisions prohibiting amendment of a
      certificate of incorporation under Delaware law has not been settled. A court
      could conclude that the prohibition on amendment violates the stockholders’
implicit rights to amend the corporate charter. In that case, the
      above-described provisions would be amendable 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 actions to waive or amend any of these provisions.




***We
      may issue debt securities to effect a Business Combination, which could subject
      us to risks associated with debtors.***




We
      may
      issue indebtedness in connection with a Business Combination. If we issue debt
      securities, it could result in:


17


•
            default
                and foreclosure on our assets if our operating revenues after a Business
                Combination were insufficient to service 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;




•
            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 or other purposes; and




•
            other
                disadvantages compared to our competitors who have less
                debt.




***The
      ability of our stockholders to exercise their conversion rights may not allow
      us
      to effect the most desirable Business Combination or optimize our capital
      structure.***




At
      the
      time we seek stockholder approval of any Business Combination, we will offer
      each Public Stockholder (but not our Initial Stockholders) the right to have
      such Public Stockholder’s shares of Common Stock converted to cash if the
      stockholder votes against the Business Combination and the Business Combination
      is subsequently approved and completed. Such holder must both vote against
      such
      Business Combination and then exercise such stockholder’s conversion rights to
      receive a pro rata portion of the Trust Account. Accordingly, if a 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 the Business Combination in case a larger percentage
      of
      stockholders exercise their conversion rights than we expected. 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 the
      Business Combination may be more highly leveraged than desirable. As a result,
      we may not be able to effectuate the most attractive Business Combination
      available to us.




***Our
      current officers and directors may resign upon consummation of a Business
      Combination and we will have only limited ability to evaluate the management
      of
      any target business.***




Our
      ability to effect successfully a Business Combination will be totally dependent
      upon the efforts of our key personnel. Upon consummation of a Business
      Combination, the role of our key personnel in the target business cannot
      currently be ascertained. Although it is possible that some of our key personnel
      will remain associated in various capacities with the target business following
      a Business Combination, they are not currently obligated to do so. The nature
      of
      the acquired business may determine whether a member of current management
      stays
      with the combined company. It is possible that members of our current management
      will not serve as executive officers following a Business Combination but may
      continue to serve as directors or consultants, which may result in a conflict
      of
      interest.




We
      will
      attempt to retain the management of the target business or we will recruit
      new
      management team members to join the target business. Although we intend to
      closely scrutinize the management of a prospective target business in connection
      with evaluating the desirability of effecting a Business Combination, we cannot
      assure you that our assessment of management will prove to be
      correct.


18




*Our
      officers and directors may not have significant experience or knowledge of
      the
      industry of a target business.*




We
      cannot
      assure you that our officers and directors will have experience or significant
      knowledge relating to the business of any target company that operates outside
      of the healthcare sector. We would likely seek the assistance of third parties
      to evaluate such a potential target business. However, we may not adequately
      evaluate all the potential risks of acquiring such target business. As a result,
      it may not be the most favorable Business Combination that we could
      consummate.




***If
      we seek to effect a Business Combination with an entity that is directly or
      indirectly affiliated with one or more of our officers, directors or Initial
      Stockholders, conflicts of interest could arise.***




We
      would
      not be prohibited from entering into a business combination with a company
      in
      which one or more of our Initial Stockholders may have an affiliation. If we
      were to seek a business combination with a target business with which one or
      more of our Initial Stockholders was affiliated, conflicts of interest could
      arise in connection with negotiating the terms of, and completing, the business
      combination.




We
      will
      evaluate each potential Business Combination opportunity as it comes to our
      attention, whether or not it is with a business that may be affiliated with
      one
      of our officers, directors or Initial Stockholders. Given that we have not
      identified any target businesses to date, we are unable to specify in what
      order
      potential business opportunities will be found, and, therefore, we believe
      that
      it is most prudent to evaluate each potential opportunity as it comes to our
      attention, whether or not it is with a business affiliated with one of our
      officers, directors or Initial Stockholders. In the event we pursue a business
      combination with a target business that is affiliated with one of our directors,
      we will establish a special committee consisting of directors who are not
      affiliated with such business to oversee the negotiations and to evaluate and
      vote upon a Business Combination with such business. In addition, we will not
      consummate a Business Combination with an entity that is affiliated with any
      of
      our officers, directors or Initial Stockholders unless we obtain an opinion
      from
      an independent investment banking firm that the consideration paid in connection
      with such Business Combination is fair to our unaffiliated stockholders from
      a
      financial point of view. We expect that any such opinion will be included in
      our
      proxy solicitation material furnished to stockholders in connection with their
      vote on such a Business Combination.




***Some
      of our officers and directors are currently, and may in the future become,
      affiliated with entities 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 officers and directors are currently affiliated with private equity firms,
      publicly traded companies and other organizations that seek to invest in or
      acquire middle market companies. In addition, although none of our officers
      or
      directors is currently affiliated with other publicly traded blank check
      companies, they may in the future become so affiliated. Furthermore, our
      officers and directors may become aware of business opportunities which may
      be
      appropriate for presentation to us as well as the other entities to which they
      have fiduciary obligations. Accordingly, they may have conflicts of interest
      in
      determining to which entity a particular business opportunity should be
      presented.




In
      general, officers and directors of a corporation incorporated under the laws
      of
      the State of Delaware are required to present business opportunities to a
      corporation if (1) the corporation could financially undertake the
      opportunity; (2) the opportunity is within the corporation’s line of
      business; and (3) it would not be fair to the corporation and its
      stockholders for the opportunity not to be brought to the attention of the
      corporation. To the extent one of our officers or directors has a conflict
      of
      interest with respect to a specific business opportunity, he must make prompt,
      full and complete disclosure of the relevant facts to both parties, and must
      recuse himself from voting on the matter. In any such case, we will appoint
      a
      special committee of disinterested directors to evaluate and vote upon the
      Business Combination. Each of our officers and directors has agreed, until
      the
      earlier of a Business Combination, our liquidation, or such time as he ceases
      to
      be an officer or director, to present to us for our consideration, prior to
      presentation to any other entity, any business opportunity which may reasonably
      be required to be presented to us under Delaware law, subject to certain
      pre-existing fiduciary obligations he may have.


19




*All
      of
      our officers and directors directly or indirectly own shares of our Common
      Stock
      that will not participate in a liquidation distribution and therefore they
      may
      have a conflict of interest in determining whether a particular target business
      is appropriate for a Business Combination.*




All
      of
      our officers and directors directly or indirectly own shares of Common Stock
      but
      they have waived the right to receive distributions in the event of our
      liquidation if we have not completed a Business Combination prior to
      February 12, 2009,
      except
      with respect to shares of Common Stock purchased in the Initial Public Offering
      or thereafter. Our Chairman of the Board purchased Units containing 250,000
      shares of Common Stock in the Initial Public Offering.In addition,
      certain of our Initial Stockholders purchased an aggregate of 2,923,077 Private
      Warrants for an aggregate purchase price of $1,900,000. The Common Stock
      acquired prior to our Initial Public Offering and Private Warrants owned by
      our
      officers and directors will be worthless if we liquidate as a result of our
      failure to complete a Business Combination prior to February 12, 2009. The
      personal and financial interests of our officers and directors may influence
      their motivation in identifying and selecting a target business and completing
      a
      Business Combination within the required time frame. Consequently, our officers’
and directors’ discretion in identifying and selecting a suitable target
      business 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 stockholders’ best interest.




***It
      is probable that we will only be able to complete one Business Combination,
      which will cause us to risk being solely dependent on a single business and
      a
      limited number of products or services.***




The
      net
      proceeds from our Public Offering and the Private Placement provided us with
      approximately $65,409,000 in cash, after payment of underwriting fees and
      commissions and other offering expenses, that we may use to complete a Business
      Combination (subject to possible reduction resulting from stockholders’ electing
      to convert their shares to cash). Our initial Business Combination must be
      with
      a business with a fair market value (as determined in the reasonable discretion
      of our board of directors) of at least 80% of our net assets at the time of
      such
      acquisition (not including the underwriters’ deferred underwriting discounts and
      commissions). Consequently, it is probable that we will have the ability to
      complete only a single Business Combination. Accordingly, the prospects for
      our
      success may be:


•
              solely
                  dependent upon the performance of a single business; or•
              dependent
                  upon the development or market acceptance of a single or limited
                  number of
                  products, processes or
                  services.




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
      which
      may have the resources to complete several business combinations in different
      industries or different areas of a single industry.




***Stockholders
      have a limited ability to evaluate our officers’ or directors’ ability to manage
      a publicly traded company formed with a business purpose similar to
      ours.***




Our
      officers and directors have never served as officers or directors of a
      development stage public company with the business purpose of raising funds
      to
      consummate a Business Combination with an operating business. Accordingly,
      you
      may not be able to adequately evaluate their ability to successfully consummate
      a Business Combination for a publicly traded company organized for such a
      purpose.




***Because
      of our limited resources, certain restrictions in our Certificate of
      Incorporation, and the significant competition for Business Combination
      opportunities, we may not be able to consummate an attractive Business
      Combination.***




We
      expect
      to encounter intense competition from other entities having a business objective
      similar to ours, including venture capital funds, private equity firms, leverage
      buyout funds, operating businesses and financial buyers competing for
      acquisitions. Many of these entities 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. This inherent
      competitive limitation gives others an advantage in pursuing certain target
      businesses. Further, the obligation that we have to seek stockholder approval
      of
      a Business Combination may delay the consummation of a transaction, and our
      obligation to convert into cash the shares of common stock held by Public
      Stockholders in certain instances may reduce the resources available for a
      Business Combination, each of which may place us at a competitive disadvantage
      in negotiating a Business Combination.


20


***If
      additional financing is required, we may be unable to complete a Business
      Combination or to fund the operations and growth of the target business, which
      could compel us to restructure the transaction or abandon a particular Business
      Combination.***




Although
      we believe that our available funds will be sufficient to allow us to consummate
      a Business Combination, inasmuch as we have not yet identified any specific
      target business, we cannot ascertain the capital requirements for any particular
      transaction. If our available funds prove to be insufficient, either because
      of
      the size of the Business Combination or the depletion of our available funds
      in
      search of a target business, or because we become obligated to convert into
      cash
      a significant number of shares from dissenting stockholders, we will be required
      to seek additional financing. We cannot assure you that such financing would
      be
      available on favorable terms, if at all. To the extent that additional financing
      proves to be unavailable when needed to consummate a particular Business
      Combination, we would be compelled to restructure the transaction or abandon
      that particular Business Combination and seek an alternative target Business
      Combination. In addition, if we consummate a Business Combination, we may
      require additional financing to fund the operations or growth of the target
      business. The failure to secure additional financing could have a material
      adverse effect on the continued development or growth of the target business.
      None of our officers, directors or stockholders is required to provide any
      financing to us in connection with or after a Business Combination.




***The
      American Stock Exchange may delist our securities from quotation, which could
      limit investors’ ability to make transactions in our securities and subject us
      to additional trading restrictions.***




Our
      securities are listed on the American Stock Exchange; however we cannot assure
      you that our securities will continue to be listed on the American Stock
      Exchange in the future. Additionally, in connection with our Business
      Combination, it is likely that the American Stock Exchange may require us to
      file a new initial listing application and meet its initial listing
      requirements 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, we could face significant material adverse
      consequences including:




•
            reduced
                liquidity with respect to our
                securities;




•
            a
                determination that our Common Stock is a “penny stock” which will 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;




•
            limited
                amount of news and analyst coverage for our company;
                and




•
            a
                decreased ability to issue additional securities or obtain additional
                financing in the future.




***Our
      Initial Stockholders, including our officers and directors, control a
      substantial interest of the Company and this may influence certain actions
      requiring a stockholder vote.***




As
      of
      March 26, 2008, our Initial Stockholders (including all of our officers and
      directors) collectively owned 20% of our issued and outstanding shares of Common
      Stock. In connection with the vote required for our initial Business
      Combination, all of our Initial Stockholders, including all of our officers
      and
      directors, have agreed to vote the shares of Common Stock owned by them in
      accordance with the majority of the shares of Common Stock voted by the Public
      Stockholders. However, our Initial Stockholders will have substantial influence
      over other matters that may be voted upon by our stockholders, such as the
      election of directors.




**ITEM 1B.**
            **UNRESOLVED
                STAFF COMMENTS**




Not
      applicable.


21


**ITEM 2.**
            **PROPERTIES**




We
      maintain our executive offices at 400 Crown Colony Drive, Suite 104,
      Quincy, Massachusetts 02169. NEGF Advisory Company Inc., an affiliate of
      John F. Rousseau, our Chief Operating Officer and a director, and Edwin Snape,
      a
      director, have agreed to provide us with certain limited administrative,
      technology and secretarial services under a lease and services agreement, as
      well as the use of certain limited office space, including a conference room,
      at
      this location pursuant to a letter agreement between us and NEGF Advisory
      Company Inc. The cost for the foregoing services to be provided to us by
      NEGF Advisory Company Inc. is $4,500 per month. These arrangements are
      solely for our benefit and are not intended to provide Messrs. Rousseau or
      Snape compensation in lieu of salary. We believe, based on rents and fees for
      similar services in the Quincy, Massachusetts area, that the fee charged by
      NEGF
      Advisory Company Inc. is at least as favorable as we could have obtained
      from an unaffiliated person. We consider our current office space adequate
      for
      our current operations.




**ITEM 3.**
            **LEGAL
                PROCEEDINGS**




None.




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




Not
      applicable.




**PART
      II**




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




**Market
      Price Information**




The
      Common Stock, the Public Warrants and the Units are traded on the American
      Stock
      Exchange, or the AMEX, under the symbols “GAC,” “GAC.WS” and “GAC.U,”
respectively. Each of our Units consists of one share of our Common Stock and
      two Public Warrants. Our Common Stock and Public Warrants commenced to trade
      separately from our Units on March 21, 2007. However, transactions in our
      Units continue to occur on the AMEX.




The
      following table sets forth, for the calendar quarters indicated, the quarterly
      high and low closing sale prices for our Common Stock, Public Warrants and
      Units
      as reported on the AMEX.




********
            
            **Common Stock**
              **(GAC)**
            
            **Warrants**
              **(GAC.WS)**
            
            **Units**
              **(GAC.U)****Quarter Ended**************
            
            **High**
            
            **Low**
            
            **High**
            
            **Low**
            
            **High**
            
            **Low**March 31,
                2007
            
            $
            5.41
            
            $
            5.39
            
            $
            0.39
            
            $
            0.36
            
            $
            6.13
            
            $
            6.03June
                30, 2007
            
            
            5.80
            
            
            5.40
            
            
            0.48
            
            
            0.35
            
            
            6.55
            
            
            6.05September 30,
                2007
            
            
            5.74
            
            
            5.50
            
            
            0.55
            
            
            0.31
            
            
            6.62
            
            
            6.00December
                31, 2007
            
            
            5.64
            
            
            5.51
            
            
            0.39
            
            
            0.24
            
            
            6.22
            
            
            6.00March 31,
                2008 (through March 10, 2008)
            
            
            5.64
            
            
            5.55
            
            
            0.30
            
            
            0.12
            
            
            6.10
            
            
            5.71




The
      closing prices of our Common Stock, Public Warrants and Units as of
      March 10, 2008 were $5.64, $0.18 and $5.89, respectively.




**Holders
      of Common Equity**




The
      number of holders of record of our Common Stock on March 10, 2008 was 12,
      which amount does not include beneficial owners of securities.


22


**Dividends**




We
      have
      not paid any dividends on our Common Stock to date and do not intend to pay
      dividends for the foreseeable future. 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 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.




**Securities
      Authorized for Issuance Under Equity Compensation Plans**




We
      have
      not established any compensation plans (including individualized compensation
      arrangements) under which any of our equity securities are authorized for
      issuance.





**Use
      of Proceeds From Our Initial Public Offering**




On
      February 16, 2007, we closed our Initial Public Offering of 10,000,000 Units.
      On
      March 8, 2007, the underwriters exercised the over-allotment option,
      resulting in the sale of an additional 1,500,000 Units.




Simultaneously
      with the Initial Public Offering, certain of the Initial Stockholders purchased
      2,923,077 Private Placement Warrants at a purchase price of $0.65 per warrant,
      in the Private Placement..




We
      received aggregate net proceeds from the Private Placement and the Initial
      Public Offering, including the proceeds received upon the full exercise of
      the
      over-allotment option, of approximately $65,409,000. The net proceeds were
      deposited into a Trust Account and will be part of the funds distributed to
      our
      Public Stockholders if we are unable to complete a Business Combination. Unless
      and until a Business Combination is consummated, the proceeds held in the Trust
      Account will not be available to us. We are entitled to receive up to
      $1,600,000, plus amounts for corporate income and franchise taxes, from interest
      earned on the Trust Account (plus $50,000 received from the net proceeds of
      the
      Initial Public Offering) to provide for business, legal and accounting due
      diligence on prospective transactions and continuing general and administrative
      expenses.


23


**ITEM
              6.**
            **SELECTED
                FINANCIAL DATA**




**Results
      of Operations**




The
      following table sets forth selected historical financial information derived
      from our audited consolidated financial statements included elsewhere in this
      report for the year ended December 31, 2007 and for the periods from
      June 2, 2006 (inception) to December 31, 2007 and December 31, 2006
      and as of December 31, 2007 and 2006. The following data should be read in
      conjunction with “Management’s Discussion and Analysis of Financial Condition
      and Results of Operations” and our consolidated financial statements including
      the notes thereto, included elsewhere in this report.




**Statement
      of Operations Information:**




**Year Ended**
              **December 31, 2007**
            
            **June 2, 2006**
              **(inception) to**
              **December 31, 2006**
            
            **June 2, 2006**
              **(inception) to**
              **December 31, 2007**Interest
                income
            
            $
            2,956,345
            
            $
            —
            
            $
            2,956,345General
                and administrative expenses
            
            
            542,272
            
            
            5,000
            
            
            547,272Net
                income (loss) before income taxes
            
            
            2,414,073
            
            
            (5,000
            )
            
            2,409,073Income
                tax expense
            
            
            850,454
            
            
            —
            
            
            850,454Net
                income (loss)
            
            $
            1,563,619
            
            $
            (5,000
            )
            $
            1,558,619Net
                income (loss) per share:Basic
                and diluted
            
            $
            0.13
            
            $
            (0.00
            )
            $
            0.18Weighted
                average shares outstanding:Basic
                and diluted
            
            
            12,468,493
            
            
            2,500,000
            
            
            8,764,706




**Balance
      Sheet Information:**




**December 31 ,**
              **2007**
            
            **December 31,**
              **2006**Cash
            
            $
            17,042
            
            $
            615Investments
                held in trust
            
            
            69,053,581
            
            
            —Total
                assets
            
            
            69,313,220
            
            
            272,000Deferred
                underwriting fees
            
            
            2,070,000
            
            
            —Total
                liabilities
            
            
            2,320,745
            
            
            252,000Common
                stock subject to possible conversion
            
            
            13,067,463
            
            
            —Stockholders’
                equity
            
            $
            53,925,012
            
            $
            20,000




**Quarterly
        Results of Operations**
  The
        following table sets forth unaudited operating data for each of the quarters
        of
        the year ended December 31, 2007. This quarterly information has been
        prepared on the same basis as our annual consolidated financial statements
        and,
        in the opinion of management, reflects all significant adjustments (consisting
        primarily of normal recurring adjustments) necessary for a fair presentation
        of
        results of operations for the periods presented.
 
 **First Quarter**
              
              **Second Quarter**
              
              **Third Quarter**
              
              **Fourth Quarter**Net
                  income (loss)
              
              
              $
              218,343
              
              
              
              $
              450,378
              
              
              
              $
              483,977
              
              
              
              $
              410,921Basic
                  and diluted income (loss) per share
              
              
              $
              .05
              
              
              
              $
              .03
              
              
              
              $
              .03
              
              
              
              $
              .03


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




*You
      should read the following discussion and analysis of our financial condition
      and
      results of operations together with Item 6, “Selected Financial Data,” and our
      consolidated financial statements and notes thereto that appear elsewhere in
      this report. This discussion and analysis contains forward-looking statements
      that involve risks, uncertainties, and assumptions. Actual results may differ
      materially from those anticipated in these forward-looking statements as a
      result of various factors, including, but not limited to, those presented under
      “Risk Factors” included in Item 1A and elsewhere in this
      report.*




*General*




We
      were
      formed on June 2, 2006, for the purpose of acquiring, through a merger,
      capital stock exchange, asset acquisition or other similar business combination,
      an operating business. Our efforts in identifying a prospective target business
      will not be limited to a particular industry. However, we intend to focus our
      search on the healthcare sector. Our initial Business Combination must be with
      a
      target business whose fair market value is at least equal to 80% of our net
      assets (all of our assets, including the funds then held in the Trust Account
      less our liabilities) at the time of such Business Combination, as determined
      by
      our board of directors. We intend to use cash derived from the proceeds of
      our
      Initial Public Offering and concurrent Private Placement, our capital stock,
      debt or a combination of cash, capital stock and debt, to effect such business
      combination.


24


On
      February 16, 2007, we closed our Initial Public Offering of 10,000,000 Units.
      On
      March 8, 2007, the underwriters consummated the full exercise of the
      over-allotment option, resulting in the sale of an additional 1,500,000
      Units.




Since
      our
      Initial Public Offering, we have been actively searching for a suitable Business
      Combination candidate. We have met with target companies, service professionals
      and other intermediaries to discuss our company, the background of our
      management and our combination preferences. In the course of these discussions,
      we have also spent time explaining the capital structure of the Initial Public
      Offering, the Business Combination approval process and the timeline within
      which we must either enter into a letter of intent or definitive agreement
      for a
      Business Combination, or return the proceeds of the Initial Public Offering
      held
      in the Trust Account to investors. We have focused our search on companies
      in
      the healthcare sector. Our Certificate of Incorporation provides that we will
      continue in existence only until February 12, 2009, 24 months from the
      Effective Date. If we have not completed a Business Combination by such date,
      our corporate existence will cease and we will dissolve and liquidate for the
      purposes of winding up our affairs. We cannot assure investors that we will
      find
      a suitable Business Combination in the allotted time.




*Results
      of Operations*




We
      have
      neither engaged in any business operations nor generated any revenues from
      operations to date. Our only activities since inception have been organizational
      activities and those necessary to prepare for and complete our Initial Public
      Offering, and thereafter, certain expenses related to pursuing Business
      Combinations with target businesses. We will not generate any operating revenues
      until after completion of a Business Combination. We have generated
      non-operating income in the form of interest income on our cash and cash
      equivalents and short term investments.




Net
      income of $410,921 for the three months ended December 31, 2007 consisted
      of interest income on the Trust Account investments in government securities
      of
      $811,050, reduced by $177,732 of general and administrative expenses and an
      income tax expense of $222,397.




Net
      income of $1,563,619 for the 12 months ended December 31, 2007 consisted of
      interest income on the Trust Account investments in government securities of
      $2,956,345, reduced by $542,272 of general and administrative expenses and
      an
      income tax expense of $850,454.




Net
      loss
      of $5,000 for the period from June 2, 2006 (inception) to December 31,
      2006 consisted of $5,000 of general and administrative expenses.




Net
      income of $1,558,619 for the period from June 2, 2006 (inception) to
      December 31, 2007 (cumulative) consisted of interest income on the Trust
      Account investments in government securities of $2,956,345, reduced by $547,272
      of general and administrative expenses and an income tax expense of
      $850,454.




*Liquidity
      and Capital Resources*




On
      February 16, 2007, we closed our Initial Public Offering of 10,000,000 Units.
      On
      March 8, 2007, the underwriters consummated the full exercise of the
      over-allotment option, resulting in the sale of an additional 1,500,000 Units.
      Each Unit consisted of one share of Common Stock and two Warrants. Each Public
      Warrant entitles the holder thereof to purchase one share of our Common Stock
      at
      an exercise price of $5.00. Simultaneously with the consummation of the Initial
      Public Offering, certain officers, directors, and our Initial Stockholders
      purchased an aggregate of 2,923,077 warrants at $0.65 per Private Placement
      Warrant from us in the Private Placement. The Private Placement Warrants are
      identical to the Public Warrants except that if the Company calls the warrants
      for redemption, the Private Placement Warrants will be exerciseable on a
      cashless basis so long as they are still held by the initial purchasers. We
      received net proceeds from the Private Placement and the Initial Public
      Offering, including the proceeds received upon the full exercise of the
      over-allotment option, of approximately $65,409,000.


25


Our
      management has discretion with respect to the specific application of the net
      proceeds of the Initial Public Offering, although substantially all of the
      net
      proceeds of the Initial Public Offering are intended to be generally applied
      toward consummating the Business Combination, which may not necessarily
      constitute a majority of the outstanding equity of such business and may not
      necessarily constitute a business combination for accounting purposes.
      Furthermore, there is no assurance that we will be able to successfully effect
      a
      Business Combination. Upon the closing of the Initial Public Offering,
      $67,440,000 was deposited in the Trust Account and commencing February 16,
      2007, was to be invested in government securities until the earlier of
      (i) the consummation of our first Business Combination or (ii) our
      liquidation.




We
      are
      entitled to receive up to $1,600,000, plus amounts for corporate income and
      franchise taxes, from interest earned on the Trust Account (plus $50,000
      received from the net proceeds of the Initial Public Offering) to finance our
      operations prior to consummating a Business Combination. We currently anticipate
      incurring expenses for the following purposes until we consummate a Business
      Combination:




•
            costs
                incurred to identify one or more potential target
                businesses;




•
            due
                diligence and investigation of prospective target
                businesses;




•
            legal
                and accounting fees relating to our SEC reporting obligations and
                general
                corporate matters;




•
            structuring
                and negotiating a Business Combination, including the making of a
                down
                payment or the payment of exclusivity or similar fees and
                expenses;




•
            payment
                of $108,000 in administrative fees due to an affiliate of two of
                our
                Initial Stockholders; and




•
            miscellaneous
                expenses.




Beginning
      on February 12, 2007 and ending upon the acquisition of a target business,
      we began incurring a fee of $4,500 per month for office space and certain
      administrative, technology and secretarial services from NEGF Advisory
      Company Inc., an affiliate of two of our Initial Stockholders. In addition,
      in 2006, certain Initial Stockholders advanced us an aggregate of $127,000
      for
      payment of offering expenses on our behalf. A total of $124,699 of these
      advances was repaid from the proceeds of the Initial Public Offering that were
      allocated to pay offering expenses.




We
      may
      use all or substantially all of the proceeds held in the Trust Account other
      than the deferred portion of the underwriters’ discount and amounts used for
      working capital and for taxes to consummate a Business Combination
      with one or more target businesses. We may not use all of the proceeds held
      in the Trust Account in connection with a business combination, either because
      the consideration for the Business Combination is less than the proceeds in
      the
      Trust Account or because we will finance a portion of the consideration with
      capital stock or debt securities that we can issue. In that event, the proceeds
      held in the Trust Account as well as any other net proceeds not expended will
      be
      used to finance the operations of the target business or businesses. The
      operating businesses that we consummate a Business Combination
      with must have, individually or collectively, a fair market value equal to
      at least 80% of our net assets (all of our assets, including the funds then
      held
      in the Trust Account less our liabilities) at the time of such Business
      Combination, as determined by our board of directors. If we consummate multiple
      Business Combinations that collectively have a fair market value of 80% of
      our
      net assets, then we would require that such transactions are consummated
      simultaneously.




We
      may
      issue additional capital stock or debt securities to finance a Business
      Combination. The issuance of additional capital stock, including the conversion
      of any convertible debt securities we may issue, or the incurrence of debt,
      could have material consequences on our business and financial condition. We
      anticipate that we would only consummate such a financing simultaneously with
      the consummation of a Business Combination.


26


If
      we are
      unable to find a suitable target business by February 12, 2009, we will be
      forced to liquidate. If we are forced to liquidate, the per share liquidation
      amount may be less than the initial per Unit price in the Initial Public
      Offering because of the underwriting commissions and expenses related to our
      Initial Public Offering and because of the value of the Public Warrants.
      Additionally, if third parties make claims against us, the offering proceeds
      held in the Trust Account could be subject to those claims, resulting in a
      further reduction to the per share liquidation price. Under Delaware law, our
      stockholders who have received distributions from us may be held liable for
      claims by third parties to the extent such claims are paid by us. Furthermore,
      our Warrants will expire worthless if we liquidate before the completion of
      the
      Business Combination.




It
      is
      possible that we could use a portion of the funds not in the Trust Account
      to
      make a deposit, down payment or fund a “no-shop” provision with respect to a
      particular proposed Business Combination. In the event we were ultimately
      required to forfeit such funds (whether as a result of our breach of agreement
      relating to such payment or otherwise), we may not have a sufficient amount
      of
      working capital available outside of the Trust Account to pay expenses related
      to finding a suitable Business Combination without securing additional
      financing. If we were unable to secure additional financing, we would most
      likely fail to consummate a Business Combination in the allotted time and would
      be forced to liquidate.




*Off-Balance
      Sheet Arrangements*




Warrants
      issued in conjunction with our Initial Public Offering are equity linked
      derivatives and accordingly represent off-balance sheet arrangements. The
      Warrants meet the scope exception in paragraph 11(a) of FAS 133 and
      are accordingly not accounted for as derivatives for purposes of FAS 133,
      but instead are accounted for as equity. See the notes to our financial
      statements for a discussion of the options and warrants.




The
      securities held in the Trust Account are in the name of our wholly-owned
      subsidiary, Geneva Acquisition Security Corporation, which was formed on
      February 16, 2007 specifically for such purpose.




*Contractual
      Obligations*




In
      connection with our initial Initial Public Offering, we agreed to pay the
      underwriters a deferred underwriting discount of $2,070,000 upon the
      consummation of our initial Business Combination. We expect that such allowance
      will be paid out of the proceeds in the Trust Account. Other than contractual
      obligations incurred in the ordinary course of business, we do not have any
      other long-term contractual obligations.




**ITEM
              7A.**
            **QUANTITATIVE
                AND QUALITATIVE DISCLOSURES ABOUT MARKET
                RISK**




Market
      risk is a broad term for the risk of economic loss due to adverse changes in
      the
      fair value of a financial instrument. These changes may be the result of various
      factors, including interest rates, foreign exchange rates, commodity prices
      and/or equity prices. Our exposure to market risk is limited to interest income
      sensitivity with respect to the funds placed in the Trust Account. However,
      the
      funds held in our Trust Account have been invested only in U.S. “government
      securities,” defined as any Treasury Bill issued by the United States having a
      maturity of one hundred and eighty days or less, or in money market funds,
      meeting certain conditions under Rule 2a-7 under the Investment Company Act
      of 1940, so we are not deemed to be an investment company under the Investment
      Company Act. As a result, we are subject to market risk primarily through
      changes in interest rates on government securities and money market funds.
      The
      effect of other changes, such as foreign exchange rates, commodity prices and/or
      equity prices, do not currently pose significant market risk to us.




**ITEM
              8.**
            **FINANCIAL
                STATEMENTS AND SUPPLEMENTARY
                DATA**




Financial
      statements are attached hereto beginning on page F-1.




**ITEM
              9.**
            **CHANGES
                IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
                DISCLOSURE**




None.


27


**ITEM
              9A(T).**
            **CONTROLS
                AND PROCEDURES**




**Evaluation
      of Disclosure Controls and Procedures**




*Evaluation
      of Disclosure Controls and Procedures.* Based
      on their evaluation as of the end of the period covered by this Annual Report
      on
      Form 10-K, our principal executive officer and principal financial officer
      have concluded that our “disclosure controls and procedures” (as defined in
      Rules 13a-15(e) and 15d-15(e) under the Exchange Act) provide them with
      reasonable assurance that they were effective to provide timely material
      information required to be disclosed as of the end of the period covered by
      this
      report.




*Changes
      in Internal Control over Financial Reporting.* Our
      management has evaluated whether any change in our internal control over
      financial reporting occurred during the last fiscal year. Based on that
      evaluation, management concluded there has been no changes in our “internal
      controls over financial reporting” (as defined in Rules 13a-15(f) and
      15d-15(f) under the Exchange Act) during the period covered by this Annual
      Report on Form 10-K that have materially affected, or are reasonably likely
      to materially affect, our internal controls over financial
      reporting.




**ITEM
              9B.**
            **OTHER
                INFORMATION**




Not
      applicable.




**PART
      III**




**ITEM
              10.**
            **DIRECTORS,
                EXECUTIVE AND CORPORATE
                GOVERNANCE**




Our
      directors and executive officers are as follows:




**Name**
            
            **Age**
            
            **Position**James
                E. McGrath
            
            53
            
            President
                and DirectorJohn
                F. Rousseau, Jr.
            
            65
            
            Chief
                Operating Officer and DirectorGregory
                F. Zaic
            
            60
            
            TreasurerThomas
                E. Hancock
            
            44
            
            Vice
                President of Business Development and SecretaryVincent
                T. Pica II
            
            54
            
            Chairman
                of the Board of DirectorsSidney
                Braginsky
            
            70
            
            DirectorHardwick
                Simmons
            
            67
            
            DirectorEdwin
                Snape
            
            68
            
            Director




***James
      E. McGrath*** has
      been
      our President and a Director since our inception. Mr. McGrath has more than
      25
      years of experience in general management, acquisitions and financial
      investments. Since April 1989, he has been Chairman and Chief Executive Officer
      of Fairfax Capital Partners, Inc., a private investment firm. From 1997 to
      2001,
      Mr. McGrath was Chairman of the Board of Xycom Automation, Inc., a privately
      held manufacturer of controllers and software used in factory floor automation.
      From 1992 to 1997, he was director of American Medical Response, Inc., a
      publicly traded company on the New York Stock Exchange which he co-founded
      and
      which acquired over 50 ambulance services in 27 states and which was sold to
      Laidlaw Industries in 1997 for approximately $1.4 billion. From 1993 to 1996,
      he
      was Chairman of the Board of Directors of Perceptron, Inc., a publicly traded
      manufacturer of laser-based sensors and image-processing systems where he had
      served on the Board of Directors since 1982. From 1987 to 1989, Mr. McGrath
      was
      a Managing Director of William E. Simon and Sons, Inc., a private merchant
      banking company. From 1981 to 1987, he was employed by EF Hutton & Company,
      Inc. where he served at various times as President of its venture capital
      subsidiary, head of the firm’s merchant banking operation and as a corporate
      Senior Vice President. Mr. McGrath received a BA ( *cum
      laude* )
      from
      Harvard College and an MBA from the Harvard Business School.


28


***John
      F. Rousseau, Jr.*** has
      been
      our Chief Operating Officer and a director since our inception. Mr. Rousseau
      has
      over 30 years of experience in private equity investing, company management
      and
      legal practice. Since 1992, he has been a principal and managing general partner
      of New England Partners, a diversified private equity firm which he co-founded.
      Mr. Rousseau has been responsible with other partners in the firm for raising
      pools of capital and for identifying and structuring investments in, and
      acquisitions and divestitures of, a variety of operating companies. During
      this
      period, Mr. Rousseau has also served as an officer and owner of NEGF Advisory
      Company, Inc., a management company affiliated with New England Partners. In
      1997, he initiated and has co-managed the New England Partners healthcare
      investment program, and in January 2004 he co-founded and has been a general
      partner with Nexus Medical Partners, an affiliated medical technology private
      equity fund. At New England Partners, Mr. Rousseau has led investments in
      sixteen healthcare companies focused in the fields of medical devices,
      biotechnology, diagnostics, medical instruments and healthcare services. From
      October 2002 to November 2007, he served on the board of New England Partners
      portfolio company Minrad International, Inc., a publicly traded company on
      the
      American Stock Exchange developing and manufacturing products utilized in
      interventional pain management and laser-driven image guidance. Previously,
      from
      1987 to 1991 Mr. Rousseau was Senior Vice President, Manager-East Coast of
      Homart Development Company, Inc. (the commercial real estate development
      subsidiary of Sears Roebuck & Co). From 1984 to 1987, he was Senior Vice
      President-New England Regional Manager of Spaulding & Slye Company, Inc., a
      commercial real estate development firm. For the previous fifteen years, he
      practiced law and was a Senior Partner at the Boston-based law firm of Hale
      and
      Dorr. Mr. Rousseau received a BA from Amherst College and a JD from Columbia
      Law
      School.




***Gregory
      F. Zaic*** has
      been
      our Treasurer since our inception. Mr. Zaic has over 35 years of investment,
      operating management and business development experience in the medical
      technology and advanced packaging materials sectors. Since July 2004, he has
      been a principal and general partner of Nexus Medical Partners, a private equity
      firm specializing in medical technology investments. Prior to joining Nexus,
      from 1987 to September 2003, Mr. Zaic was a general partner of Prince Ventures,
      an independent, medically focused, venture capital partnership. Since 1997,
      he
      has served on the board of directors of Xylos Corporation, a manufacturer of
      biosynthetic materials and one of Prince Ventures’ portfolio companies. From
      1984 to 1987, Mr. Zaic was Vice President and Special Limited Partner of the
      Vista Group, a group of diversified private equity funds. From 1983 to 1984,
      Mr.
      Zaic was Director, New Products and Ventures for Cambridge Research and
      Development Group, a boutique incubator of new technologies/products. From
      1979
      to 1983, he was an internal new business consultant for American Can Company
      (Greenwich, CT) specializing in the evaluation of new businesses and
      technologies connected with advanced specialty metal and plastic packaging
      materials. From 1972 to 1979, Mr. Zaic was employed at Baxter Laboratories,
      a
      leading medical device company, where he performed a number of financial and
      operational functions including running the Special Products division. His
      responsibilities included functions within manufacturing, product design,
      manufacturing engineering, marketing, materials management, and financial
      control. Mr. Zaic received a BS ( *magna*  *cum
      laude* )
      from
      Princeton University and was elected to Phi Beta Kappa, Tau Beta Pi and Sigma
      Xi
      academic and scientific honorary societies. He also received an MS in mechanical
      engineering and an MS in management, both from the Massachusetts Institute
      of
      Technology.




***Thomas
      E. Hancock*** has
      been
      our Secretary and Vice President of Business Development since our inception.
      Mr. Hancock has over 17 years of experience in private equity investing, public
      security analysis and research/general management experience. Since November
      2002, he has been a principal of New England Partners. While at New England
      Partners, Mr. Hancock has been responsible primarily for investments in the
      healthcare sector, and in January 2004 he became a partner in Nexus Medical
      Partners, an affiliate fund specializing in medical technology investments.
      Since 2004, Mr. Hancock has been a director of two privately-held companies,
      Stheno, Inc. and A&G Pharmaceuticals, Inc. From 2000 to 2002, Mr. Hancock
      was a Managing Director and Senior Equity Analyst at U. S. Bancorp Piper Jaffray
      covering publicly-traded biopharmaceutical companies and drug discovery supplier
      companies. From 1999 to 2000, Mr. Hancock was Senior Analyst at Leerink Swann
      & Company, where he covered public biopharmaceutical companies. From 1996 to
      1999, he was a Senior Research Associate at Nationsbanc Montgomery Securities
      and during 1995 he worked in the business development group at Genentech. From
      1989 to 1994, he was a research scientist at Cor Therapeutics. Mr. Hancock
      received a BS and an MBA, both from the University of California, Berkeley.
      Mr.
      Hancock is the son-in-law of Dr. Snape.


29


***Vincent
      T. Pica II*** has
      been
      a director since June 2006 and our Chairman of the Board since August 2006.
      Mr.
      Pica has more than 30 years of experience in mergers and acquisitions,
      investment banking, operations, and general management. He is
      currently Managing
      Partner and President of ARC Global Partners, which acquired Neuwing in a
      private transaction in September 2007.  Prior to that, Mr Pica
      was **** the
      Chief
      Executive Officer of Neuwing, Inc. a private investment company he founded
      in
      May 2006. From January 2003 to April 2006, he was Chief Executive Officer of
      Longwing Inc., which was a real estate investment company financed by the Dubai
      Investment Group in the United Arab Emirates. From 1994 to 2000, he was Group
      President of Capital Finance at Prudential Securities, Inc., where he was
      responsible for venture capital, investment banking, mergers, and acquisitions,
      equity research, institutional trading, and syndicate operations. From April
      2000 to April 2001, Mr. Pica served on the board of directors of Snickelways
      Interactive, Inc., a privately held internet-based marketing company. From
      1990
      to 1994, while employed by Prudential Securities, Inc., he was Executive Vice
      President of the Mortgage-and Asset-backed Capital Group. At various times
      when
      employed by Prudential Securities from 1986 to 2000, he also served as a member
      of the Operating Committee and as a member of the Board of Directors of
      Prudential Securities Group, Inc. From 1975 to 1986, Mr. Pica was employed
      by EF
      Hutton & Company, Inc., where he served at various times as Senior Vice
      President of MIS Operation, and as Director and Investment Committee member
      for
      its venture capital subsidiary. He received a BBA from Iona College and a MS
      in
      business Policy from Columbia University Graduate School of
      Business.




***Sidney
      Braginsky*** has
      served as a director since June 2006. From February 2003 to January 2006 he
      served as President and Chief Executive Officer of Ineedmd, Inc., a privately
      held company specializing in cardiology products. Since March 2000 he has served
      as Chairman of Atropos Technologies, LLC a spectroscopy company. Since September
      2001, Mr. Braginsky has served as Chairman and CEO of Digilab, LLC, a
      spectroscopy and analytical device company. From March 2001 to September 2003,
      he served as President of Mediscience Technology Corp., a privately held
      designer and developer of diagnostic medical devices. Since January 2001, he
      has
      served as Chairman of DoubleD Venture Fund, LLC, a venture capital fund. From
      1994 to January 2000, Mr. Braginsky served as President and Chief Operating
      Officer of Olympus America Inc., a leading producer of microscopes, automated
      blood and fluid chemistry analyzers, measuring research and industrial products
      and consumer products, which he joined in 1970. Since 1991, Mr. Braginsky has
      served as Chairman of the Board of City University of New York, Robert Chambers
      Laboratory. He also continues to serve as a Director of the following publicly
      traded companies: Noven Pharmaceutical Corp., Electro-Optical Systems Inc.,
      and
      Diomed, Inc., and previously served on the Boards of Q-RNA and Versamed. In
      addition, he serves as Chairman of the International Standards Organization
      Technical Committee 172, which is responsible for the world standards of optical
      and electro-optical devices. Mr. Braginsky is a member of the Boards of Long
      Island High Tech Center; Stony Brook University, School of Engineering; Long
      Island Museum of Science and Technology; and the Center for Technology
      Education, Hofstra University. Since 1999 he has served as Chairman of the
      Board, College of Business and Management, C.W. Post, Long Island University.
      Mr. Braginsky attended Queens College, City University of New York.




***Hardwick
      Simmons*** became
      a
      director in August 2006. From February 2001 until his retirement in May 2003,
      Mr. Simmons served as Chief Executive Officer of the Nasdaq Stock Market, Inc.,
      where he also served as its Chairman from September 2001. From 1991 to January
      2001, Mr. Simmons served as President and Chief Executive Officer of Prudential
      Securities Incorporated. Prior to joining Prudential, Mr. Simmons was President
      of the Private Client Group at Shearson Lehman Brothers, Inc. Mr. Simmons serves
      as a director of Lions Gate Entertainment Corp (NASDAQ), an entertainment
      Company, and is lead director for Raymond James Financial (NYSE), a financial
      services company. Mr. Simmons is a member and former chairman of the Securities
      Industry Association, a former director of the Chicago Board Options Exchange,
      and a former president and current member of The Bond Club of New York, Inc.
      He
      is a Trustee of Woods Hole Oceanographic Institute and Chairman of the
      International Tennis Hall Of Fame. Mr. Simmons graduated from Harvard University
      and received his M.B.A. from Harvard Business School. He served in the U.S.
      Marine Corps Reserve from 1960 until 1966.


30


***Edwin
      Snape*** has
      been
      a director since our inception. Dr. Snape has over 40 years of investment,
      operating management and technical development experience in the medical
      technology and advanced materials sectors. Since 1995, he has been a principal
      and general partner of New England Partners where he has primary responsibility
      for the firm’s medical technology investment program. In January 2004, he
      co-founded and has been a general partner of Nexus Medical Partners, an
      affiliated fund specializing in medical technology investments. Since November
      2002, he has served on the board of Memry Corporation, a publicly traded
      specialty materials company on the American Stock Exchange primarily serving
      the
      medical industry, and currently serves as Chairman. Since August 1999, he has
      served on the board of Deltex Medical Group plc, a UK-based company listed
      on
      the London Stock Exchange involved in cardiac monitoring and since June 2003
      has
      served as Vice Chairman. From January 2004 to February 2008, Dr. Snape served
      as
      a director of Diomed Inc., a leading supplier of endovenous laser treatment
      of
      varicose veins listed on the American Stock Exchange. Prior to New England
      Partners, in 1982, Dr. Snape co-founded and through 1994, served as Managing
      General Partner of the Vista Group, a group of diversified private equity funds.
      He was primarily responsible for the Vista Group’s specialty materials and
      medical technology investments. Prior to the Vista Group, from 1980 to 1981,
      he
      was a principal at Whitehead Associates and from 1978 to 1980, he was a
      principal at Inco (International Nickel) Securities Corporation where in both
      firms he was responsible for developing their venture capital investment
      programs covering a wide range of industries including manufacturing, factory
      automation, advanced materials and medical technology. In 1980 he founded and
      served as the first Chairman of the Liposome Company which was sold in 2000
      for
      $722 million. Prior to his private equity experience, Dr. Snape founded and
      managed several companies in the specialty materials and medical technology
      fields. Dr. Snape received BS and PhD degrees in metallurgy from Leeds
      University, England and is a recipient of the AB Campbell Award and Hunt Silver
      Medal. Dr. Snape is the father-in-law of Mr. Hancock.




Our
      board
      of directors is currently divided into three classes with only one class of
      directors being elected in each year and each class serving a three-year term.
      The term of office of the first class of directors, consisting of
      Mr. Rousseau and Mr. Simmons, will expire at our first annual meeting
      of stockholders. The term of office of the second class of directors, consisting
      of Mr. Pica and Mr. Braginsky, will expire at the second annual
      meeting. The term of the third class of directors, consisting of Dr. Snape
      and Mr. McGrath, will expire at the third annual meeting. Upon consummation
      of a Business Combination, this classified board feature will terminate and
      we
      will then have only one class of directors, with each director elected
      annually.




**Special
      Advisor**





***Thompson
      Dent*** became
      an advisor in August 2006. Since April 2007 Mr. Dent has served as Executive
      Chairman of
      MedTel
      UK Ltd., an owner and operator of ten advanced diagnostic imaging centers and
      ambulatory surgery centers in the United Kingdom; prior to selling the US
      operation he was CEO of MedTel International which consisted of twenty US sites
      plus the ten UK sites. From 1987 to July 2001, he co-founded and became Chief
      Executive Officer and Chairman of PhyCor, Incorporated, a publicly traded
      Physician Practice Management company. Mr. Dent currently serves as a Director
      of Healthstream, Inc., a publicly traded company that provides internet content
      for training and education of healthcare professionals. Mr. Dent received his
      B.S. Degree in Business from Mississippi State University and a Masters Degree
      in Healthcare Administration from The George Washington University.




**Director
      Independence**




Our
      board
      of directors has determined that Sidney Braginsky, Vincent T. Pica II,
      Hardwick Simmons and Edwin Snape are “independent directors,” as defined in the
      AMEX listing standards and Rule 10A-3 of the Exchange Act.




**Board
      Committees**




Our
      board
      of directors has an audit committee and has adopted a written charter for this
      committee as well as a code of ethics that governs the conduct of our officers
      and employees.




*Audit
      Committee*




Our
      audit
      committee consists of Messrs. Snape, Pica and Braginsky. The independent
      directors appointed to our audit committee are independent members of our board
      of directors, as defined by the rules of the AMEX and the Exchange Act. Each
      member of our audit committee is financially literate under the current listing
      standards of the AMEX, and our board of directors has determined that
      Mr. Pica and Mr. Braginsky each qualify as an audit committee
      financial expert, as such term is defined by SEC rules.


31




The
      audit
      committee reviews the professional services and independence of our independent
      registered public accounting firm and our accounts, procedures and internal
      controls. The audit committee will also recommend the firm selected to be our
      independent registered public accounting firm, review and approve the scope
      of
      the annual audit, review and evaluate with the independent public accounting
      firm our annual audit and annual consolidated financial statements, review
      with
      management the status of internal accounting controls, evaluate problem areas
      having a potential financial impact on us that may be brought to the committee’s
      attention by management, the independent registered public accounting firm
      or
      the board of directors, and evaluate all of our public financial reporting
      documents.




*Nominating
      Committee*




We
      have
      established a nominating committee of the board of directors,
      which consists of Dr. Snape, as chairman, Mr. Braginsky and
      Mr. Pica, each of whom is an independent director under the AMEX listing
      standards. The nominating committee is responsible for overseeing the selection
      of persons to be nominated to serve on our board of directors. The nominating
      committee considers persons identified by its members, management, stockholders,
      investment bankers and others.




The
      guidelines for selecting nominees, which are specified in the written charter
      of
      the nominating committee generally provide that persons to be nominated should
      be actively engaged in business endeavors, have an understanding of financial
      statements, corporate budgeting and capital structure, be familiar with the
      requirements of a publicly traded company, be familiar with industries relevant
      to our business endeavors, be willing to devote sufficient time to the oversight
      duties of the board of directors of a public company, and be able to promote
      a
      diversity of views based on the person’s education, experience and professional
      employment. The nominating committee evaluates each individual in the context
      of
      the board as a whole, with the objective of recommending a group of persons
      that
      can best implement our business plan, perpetuate our business and represent
      shareholder interests. The nominating committee may require certain skills
      or
      attributes, such as financial or accounting experience, to meet specific board
      needs that arise from time to time. The nominating committee does not
      distinguish among nominees recommended by shareholders and other
      persons.




**Code
      of Ethics**




We
      have
      adopted a code of ethics applicable to our directors, officers and employees
      in
      accordance with applicable federal securities laws and the rules of the AMEX.
      We
      have filed copies of our code of ethics as an exhibit to our registration
      statement filed in connection with our Initial Public Offering. You may review
      our code of ethics by accessing our public filings at the SEC’s website at
      www.sec.gov. In addition, a copy of our code of ethics has been posted on our
      website at www.geneva-spac.com and will be provided without charge upon request
      to us in writing at 400 Crown Colony Drive, Suite 104, Quincy, Massachusetts
      02169.




**Section 16(a) Beneficial
      Ownership Reporting Compliance**




Section 16(a) of
      the Securities Exchange Act requires our directors, executive officers and
      persons who own more than 10% of our common stock to file reports of ownership
      and changes in ownership of our common stock with the SEC. Directors, executive
      officers and persons who own more than 10% of our Common Stock are required
      by
      SEC regulations to furnish us copies of all Section 16(a) forms they
      file.




Based
      solely upon a review of such forms furnished to us and written representations
      from certain reporting persons, we believe that all filing requirements
      applicable to our directors, executive officers and greater than 10% beneficial
      owners were complied with during 2007.




**ITEM
              11.**
            **EXECUTIVE
                COMPENSATION**




No
      executive officer or director has received any cash compensation for services
      rendered. Commencing on February 12, 2007, we have paid NEGF Advisory
      Company Inc., an affiliate of certain of our Initial Stockholders, a fee of
      $4,500 per month for providing us with certain limited administrative,
      technology and secretarial services, as well as the use of certain limited
      office space, including a conference room. However, this arrangement is solely
      for our benefit and is not intended to provide our Initial Stockholders
      compensation in lieu of salary.


32


Other
      than this $4,500 per month fee, no compensation of any kind, including finder’s
      and consulting fees, will be paid to any of our Initial Stockholders, our
      officers or directors, or any of their respective affiliates, for services
      rendered prior to or in connection with a Business Combination. However, our
      Initial Stockholders will be reimbursed for any out-of-pocket expenses incurred
      in connection with activities on our behalf such as identifying potential target
      businesses and performing due diligence on prospective Business Combinations.
      There is no limit on the amount of these out-of-pocket expenses and there will
      be no review of the reasonableness of the expenses by anyone other than our
      board of directors, which includes persons who may seek reimbursement, or a
      court of competent jurisdiction if such reimbursement is challenged. If none
      of
      our directors are deemed “independent,” we will not have the benefit of
      independent directors examining the propriety of expenses incurred on our behalf
      and subject to reimbursement.




Although
      we cannot currently predict the role of our management following a Business
      Combination, we expect that our current management will not participate as
      executive officers of a target business. Following an acquisition, an officer
      or
      director who serves the resulting entity as a director or in an advisory
      capacity, may receive compensation for his post-acquisition
      services.




Since
      our
      formation, we have not granted any stock options or stock appreciation rights
      or
      any awards under long-term incentive plans.




Other
      than the securities described above and in the section appearing elsewhere
      in
      this annual report entitled “Security Ownership of Certain Beneficial Owners and
      Management and Related Stockholder Matters,” neither our officer nor our
      directors has received any of our equity securities.




**ITEM
              12.**
            **SECURITY
                OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
                STOCKHOLDER MATTERS**




The
      following table sets forth information regarding the beneficial ownership of
      our
      Common Stock as of March 10, 2008 by:




·
            each
                person known by us to be the beneficial owner of more than 5% of
                our
                outstanding shares of common stock;




·
            each
                of our officers and directors; and




·
            all
                our officers and directors as a
                group.




Unless
      otherwise indicated, we believe that all persons named in the table have sole
      voting and investment power with respect to all shares of common stock
      beneficially owned by them.




**Name and Address of Beneficial Owner(1)**********
            
            **Shares**
              **Beneficially**
              **Owned(2)**
            
            **% of**
              **Outstanding**
              **Common Stock**HBK
                Investments L.P. (3)
            
            
            1,136,450
            
            
            8.1
            %HBK
                Services LLC (3)
            
            
            1,136,450
            
            
            8.1
            %HBK
                Partners II L.P. (3)
            
            
            1,136,450
            
            
            8.1
            %HBK
                Management LLC (3)
            
            
            1,136,450
            
            
            8.1
            %HBK
                Master Fund L.P. (3)
            
            
            1,136,450
            
            
            8.1
            %Fir
                Tree, Inc. (4)
            
            
            1,235,000
            
            
            8.8
            %Sapling,
                LLC (4)
            
            
            982,070
            
            
            7.0
            %Fir
                Tree Capital Opportunity Master Fund, L.P. (4)
            
            
            252,930
            
            
            1.8
            %David
                M. Knott (5)(6)
            
            
            925,000
            
            
            7.0
            %Dorset
                Management Corporation (5)(7)
            
            
            925,000
            
            
            7.0
            %President
                and Fellows of Harvard College (8)
            
            
            830,100
            
            
            5.9
            %


33





**Name and Address of Beneficial Owner(1)**
            
            **Shares**
              **Beneficially**
              **Owned(2)**
            
            **% of**
              **Outstanding**
              **Common Stock**QVT
                Financial LP (9)
            
            
            711,400
            
            
            5.1
            %QVT
                Financial GP LLC (9)
            
            
            711,400
            
            
            5.1
            %Adage
                Capital Partners, L.P. (10)
            
            
            961,000
            
            
            6.9
            %Adage
                Capital Partners GP, L.L.C. (10)
            
            
            961,000
            
            
            6.9
            %Adage
                Capital Advisors, L.L.C. (10)
            
            
            961,000
            
            
            6.9
            %Robert
                Atchinson (10)
            
            
            961,000
            
            
            6.9
            %Phillip
                Gross (10)
            
            
            961,000
            
            
            6.9
            %James
                E. McGrath (11)
            
            
            622,000
            
            
            4.4
            %John
                F. Rousseau, Jr. (12)
            
            
            485,000
            
            
            3.5
            %Gregory
                F. Zaic (13)
            
            
            289,000
            
            
            2.1
            %Thomas
                E. Hancock (14)
            
            
            288,000
            
            
            2.1
            %Sidney
                Braginsky
            
            
            60,000
            
            
            *Vincent
                T. Pica II (15)
            
            
            703,000
            
            
            5.0
            %Hardwick
                Simmons
            
            
            60,000
            
            
            *Edwin
                Snape (16)
            
            
            288,000
            
            
            2.1
            %All
                directors and officers as a group (8 individuals)
            
            
            2,795,000
            
            
            20
            %









*Less
      than 1%




(1)
            Except
                as set forth below, the business address of each person is 400 Crown
                Colony Drive, Suite 104, Quincy, Massachusetts 02169. The address of
                HBK Investments L.P.,HBK
                Services LLC, HBK Partners II L.P., HBK Management LLC and HBK Master
                Fund
                L.P.is300
                Crescent Court, Suite 700, Dallas, Texas 75201.
                The address of Fir Tree, Inc. and Sapling, LLC is505
                Fifth Avenue, 23rdFloor,
                New York, New York 10017.
                The address ofFir
                Tree Capital Opportunity Master Fund, L.P. is c/o Admiral Administration
                Ltd., Admiral Financial Center, 5th Floor, 90 Fort Street, Box 32021
                SMB,
                Grand Cayman, Cayman Islands.The
                address of David M. Knott and Dorset Management Corporation is485
                Underhill Boulevard, Suite 205, Syosset, New York 11791.The
                address of President and Fellows of Harvard College isc/o
                Harvard Management Company, Inc., 600 Atlantic Avenue, Boston, MA
                02210.
                The address of QVT Financial LP andQVT
                Financial GP LLCis1177
                Avenue of the Americas, 9th Floor, New York, New York 10036.
                The address ofAdage
                Capital Partners, L.P., Adage Capital Partners GP, L.L.C., Adage
                Capital
                Advisors, L.L.C., Robert Atchinson and Phillip Gross is 200 Clarendon
                Street, 52nd Floor, Boston, Massachusetts
                02116.




(2)
            Does
                not reflect the ownership of Private Placement Warrants purchased
                by
                certain of the Initial Stockholders on February 16, 2007 as described
                below, which are not exercisable until the later of February 12,
                2008 and
                the date of our consummation of a Business
                Combination.




(3)
            Based
                solely upon Amendment No. 1 to Schedule 13G filed by HBK
                Investments L.P.,HBK
                Services LLC, HBK Partners II L.P., HBK Management LLC and HBK Master
                Fund
                L.P.with
                the SEC on February 5, 2008.Each
                party possesses shared voting power and shared dispositive power
                with
                respect to 1,136,450 shares of Common
                Stock.




(4)
            Based
                solely upon Amendment No. 1 to a Schedule 13G filed bySapling,
                LLC, Fir Tree Capital Opportunity Master Fund, L.P. and Fir Tree,
                Inc.with the SEC on February 14, 2008.Each
                party possesses shared voting power and shared dispositive power
                with
                respect to 982,070 shares of Common
                Stock.




(5)
            Based
                solely upon Amendment No. 1 to a Schedule 13G filed by David M.
                Knott and Dorset Management Corporation with the SEC on February 13,
                2008.




(6)
            Includes
                925,000 shares held individually by Mr. Knott. Mr. Knott
                possesses sole voting power with respect to 693,400 shares, shared
                voting
                power with respect to 222,700 shares, sole dispositive power with
                respect
                to 740,000 shares and shared dispositive power with respect to 185,000
                shares.


34


(7)
            Includes
                925,000 shares held individually by Dorset Management Corporation.
                Dorset
                Management Corporation possesses sole voting power with respect to
                693,400
                shares, shared voting power with respect to 222,700 shares, sole
                dispositive power with respect to 740,000 shares and shared dispositive
                power with respect to 185,000
                shares.




(8)
            Based
                solely upon a Schedule 13G filed by President and Fellows of Harvard
                College with the SEC on February 14, 2008. President and Fellows of
                Harvard College possesses sole voting power and sole dispositive
                power
                with respect to 830,100 shares.




(9)
            Based
                solely upon Amendment No. 1 to a Schedule 13G filed by QVT
                Financial LP andQVT
                Financial GP LLCwith
                the SEC on January 31, 2008. Each party possesses shared voting power
                and shared dispositive power with respect to 711,400
                shares.




(10)
            Based
                solely upon a Schedule 13G filed byAdage
                Capital Partners, L.P., Adage Capital Partners GP, L.L.C., Adage
                Capital
                Advisors, L.L.C., Robert Atchinson and Phillip Gross on March 17,
                2008.
                Each party possesses shared voting power and shared dispositive power
                with
                respect to 961,000 shares of Common Stock and holds Warrants to purchase
                1,922,000 shares of Common Stock.




(11)
            Includes
                607,000 shares held individually by Mr. McGrath and 15,000 shares
                held by Danbury Management Company, LLC, with respect to which
                Mr. McGrath possesses shared voting and dispositive
                authority.




(12)
            Includes
                470,000 shares held individually by Mr. Rousseau and 15,000 shares
                held by Danbury Management Company, LLC, with respect to which
                Mr. Rousseau possesses shared voting and dispositive
                authority.




(13)
            Includes
                274,000 shares held individually by Mr. Zaic and 15,000 shares held
                by Danbury Management Company, LLC, with respect to which Mr. Zaic
                possesses shared voting and dispositive
                authority.




(14)
            Includes
                273,000 shares held individually by Mr. Hancock and 15,000 shares
                held by Danbury Management Company, LLC, with respect to which
                Mr. Hancock possesses shared voting and dispositive
                authority.




(15)
            Includes
                663,000 shares held individually by Mr. Pica and 40,000 shares held
                by Maruna Partners, LLC, with respect to which Mr. Pica possesses
                voting and dispositive authority. Mr. Pica is the sole manager of
                Maruna Partners LLC and has sole dispositive and voting power of
                the
                shares of the Company held by Maruna Partners, LLC. Mr. Pica has no
                ownership interest in Maruna Partners, LLC. The ownership interests
                in
                Maruna Partners, LLC are held by David J. Weisberger, Leland B.
                Paton, Dear Family Partnership LP, Theodore J. Leonsis,
                Robert W. Pittman, Norman Epstein, Chasecore, LP, Greene Family
                Trust, Sayanta Basu, Midway Capital Partners LLC, Mohammed Aboulla
                Al
                Gergawi and Soud BA’Alawy.




(16)
            Includes
                273,000 shares held individually by Dr. Snape and 15,000 shares held
                by Danbury Management Company, LLC, with respect to which Dr. Snape
                possesses shared voting and dispositive
                authority.




All
      of
      the shares of our Common Stock outstanding prior to our Initial Public Offering
      were placed in escrow with Continental Stock Transfer & Trust Company,
      as escrow agent, until, subject to certain limited exceptions (each of which
      requires that the shares remain in escrow for the required period) six months
      after the consummation of a liquidation, merger, stock exchange or other similar
      transaction which results in our Public Stockholders having the right to
      exchange their shares of Common Stock for cash, securities or other property
      subsequent to our consummating a Business Combination with a target business.
      During the escrow period, the holders of these shares will not be able to sell
      or transfer their securities except to their spouses and children, trusts
      established for their benefit, or to affiliated companies, but will retain
      all
      other rights as our stockholders, including, without limitation, the right
      to
      vote their shares of Common Stock (but subject, in the case of voting on a
      proposed Business Combination, to the agreement described below) and the right
      to receive cash dividends, if declared. If dividends are declared and payable
      in
      shares of Common Stock, such dividends will also be placed in escrow. If we
      are
      unable to effect a Business Combination and liquidate, none of our Initial
      Stockholders will receive any portion of the liquidation proceeds with respect
      to Common Stock owned by them prior to our Initial Public
      Offering.


35


In
      connection with any vote required to approve any Business Combination, our
      directors, officers and those stockholders who owned shares of our Common Stock
      prior to our Initial Public Offering have agreed to vote all of their shares,
      including shares that they purchased in our Initial Public Offering or
      thereafter, in accordance with the vote of the majority of the shares of Common
      Stock voted by the Public Stockholders. As described in the table above, our
      directors, officers and Initial Stockholders collectively owned as
      of March 10, 2008, an aggregate of 2,795,000 shares of Common Stock,
      or 20% of our then total outstanding shares. All of these shares will therefore
      be voted on the acquisition proposal in accordance with the vote of the majority
      of the shares of Common Stock voted by the Public Stockholders. If the
      acquisition proposal is approved at the special meeting, our directors, officers
      and Initial Stockholders intend to vote all of these shares in favor of the
      amendment proposal and the incentive compensation plan proposal.




In
      addition, as of March 10, 2008, our directors and executive officers owned
      an
      aggregate of 2,923,077 Private Placement Warrants. The Private Placement
      Warrants will become exercisable, at a price of $5.00 per share of Common Stock,
      on the later of February 12, 2008 and the date of our consummation of a Business
      Combination.




**ITEM
              13.**
            **CERTAIN
                RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
                INDEPENDENCE**




In
      February 2007, certain of our Initial Stockholders purchased 2,923,077
      Private Placement Warrants at $0.65 per Private Placement Warrant. The Private
      Placement Warrants will become exercisable at a price of $5.00 per share of
      Common Stock, on the later of February 12, 2008 or the date of our
      consummation of a Business Combination.




The
      following table sets forth the name and respective number of Private Placement
      Warrants owned by each of such Initial Stockholders as of March 10,
      2008:




James
                E McGrath
            
            
            461,538John
                F. Rousseau
            
            
            384,616Greg
                Zaic
            
            
            180,000Thomas
                Hancock
            
            
            178,462Vincent
                T. Pica II
            
            
            461,538Sidney
                Braginsky
            
            
            153,846Hardwick
                Simmons
            
            
            76,923Edwin
                Snape
            
            
            180,000Maruna
                Partners, LLC
            
            
            846,154




All
      shares of Common Stock outstanding prior to our Initial Public Offering were
      placed into an escrow account with Continental Stock Transfer & Trust
      Company and, with certain limited exceptions, will not be tradeable until six
      months after our consummation of a Business Combination.


36


The
      holders of the majority of the shares of Common Stock outstanding prior to
      our
      Initial Public Offering will be entitled to make up to two demands that we
      register these shares and the shares which they may receive upon exercise of
      the
      warrants described above. The holders of the majority of these shares may elect
      to exercise these registration rights at any time after the date on which these
      shares of Common Stock are released from escrow. In addition, these stockholders
      have certain “piggy-back” registration rights on registration statements filed
      subsequent to the date on which these shares of Common Stock are released from
      escrow. We will bear the expenses incurred in connection with the filing of
      any
      such registration statements.




We
      maintain our executive offices at 400 Crown Colony Drive, Suite 104,
      Quincy, Massachusetts 02169. NEGF Advisory Company Inc., an affiliate of
      John F. Rousseau, our Chief Operating Officer and a director, and Edwin Snape,
      a
      director, has agreed to provide us with certain limited administrative,
      technology and secretarial services under a lease and services agreement, as
      well as the use of certain limited office space, including a conference room,
      at
      this location pursuant to a letter agreement between us and NEGF Advisory
      Company Inc. The cost for the foregoing services to be provided to us by
      NEGF Advisory Company Inc. is $4,500 per month. These arrangements are
      solely for our benefit and are not intended to provide Messrs. Rousseau or
      Snape compensation in lieu of salary. We believe, based on rents and fees for
      similar services in the Quincy, Massachusetts area, that the fee charged by
      NEGF
      Advisory Company Inc. is at least as favorable as we could have obtained
      from an unaffiliated person.




The
      Company issued an unsecured promissory note to one of its Initial Stockholders
      in the aggregate principal amount of $75,000 on June 16, 2006. This note
      was non-interest bearing and fully repaid on February 16, 2007 with the
      proceeds of the Initial Public Offering.




In
      addition, the Company has received $52,000 in advances from certain of its
      Initial Stockholders that bear no interest and were to be repaid no later than
      the consummation of the Initial Public Offering. On February 16, 2007, the
      Company repaid $49,699 of these advances, leaving a balance of $2,301 as of
      December 31, 2007.




We
      will
      reimburse our officers and directors for any reasonable out-of-pocket business
      expenses incurred by them in connection with certain activities on our behalf
      such as identifying and investigating possible target businesses and Business
      Combinations. We have reimbursed our officers and directors for an aggregate
      of
      $40,165 of expenses which they had incurred on our behalf between the completion
      of our Initial Public Offering on February 16, 2007 through December 31,
      2007. There is no limit on the amount of accountable out-of-pocket expenses
      reimbursable by us, which will be reviewed only by our board of directors or
      a
      court of competent jurisdiction if such reimbursement is
      challenged.




Other
      than the $4,500 per-month administrative fee and reimbursable out-of-pocket
      expenses payable to our officers and directors, no compensation or fees of
      any
      kind, including finder’s and consulting fees, has been or will be paid to any of
      our Initial Stockholders, officers or directors who owned our Common Stock
      prior
      to our Initial Public Offering, or to any of their respective affiliates for
      services rendered to us prior to or with respect to the Business
      Combination.




**ITEM
              14.**
            **PRINCIPAL
                ACCOUNTANT FEES AND
                SERVICES**




On
      January 31, 2008, we were notified that the
      partners of Goldstein Golub Kessler LLP (“GGK”) became partners of McGladrey
& Pullen, LLP (“M&P”) in a limited asset purchase agreement and
      that, as a result thereof, GGK has resigned as our independent registered public
      accounting firm.  McGladrey & Pullen, LLP was subsequently engaged as
      our new independent registered public accounting firm. The following is a
      summary of fees paid to GGK for services provided.




The
      firm
      of GGK acted as our principal accountant.  GGK had a continuing
      relationship with RSM
      McGladrey, Inc. (“RSM”) ,
      from
      which it leased auditing staff who are full time, permanent employees of RSM
      and
      through which its partners provide non-audit services.  GGK had no full
      time employees and therefore, none of the audit services performed were provided
      by permanent full-time employees of GGK.  GGK manages and supervises the
      audit and audit staff, and is exclusively responsible for the opinion rendered
      in connection with this examination.




Other
      services, which consist of tax return preparation services and do not include
      Financial Information Systems Design and Implementation fees, have been provided
      by RSM.






37


**Audit
      Fees**




Fees
      for
      services provided by GGK in connection with the audit of our December 31, 2006
      financial statements were $12,500.




During
      2007, fees for services provided by GGK in connection with our filing of
      quarterly reports on Form 10-Q for the quarters ended March 31, 2007,
      June 30, 2007 and September 30, 2007 totaled $21,737. We expect M&P’s
      fees in connection with the audit of the December 31, 2007 financial statements
      to be between $20,000 and $25,000.




Fees
      for
      services GGK performed in connection with our Initial Public Offering, including
      the financial statements included in the Current Report on Form 8-K filed with
      the SEC on February 22, 2007, were $17,500.




**Audit-Related
      Fees**





During
      2007 and 2006, GGK did not render assurance and related services reasonably
      related to the performance of the audit or review of financial
      statements.




**Tax
      Fees**





During
      2007, RSM’s fees for preparation of our 2006 federal and Massachusetts tax
      returns were $1,480.




**All
      Other Fees**





During
      2007 and 2006, there were no fees billed for products and services provided
      by
      GGK other than those set forth above.





**PART
      IV**




**ITEM
              15.**
            **EXHIBITS
                AND FINANCIAL STATEMENT
                SCHEDULES**




**(1)**  **Financial
      Statements**




See
      Index
      to Consolidated Financial Statements commencing on Page F-1.




**(2)**  **Financial
      Statement Schedules**




All
      supplemental schedules have been omitted since the required information is
      not
      present in amounts sufficient to require submission of the schedule, or because
      the required information is included in the consolidated financial statements
      or
      notes thereto.




**(3)**  **Exhibits**




The
      following exhibits are filed as part of this report:




**EXHIBIT**
              **NO.**
            
            **DESCRIPTION**3.1
            
            Amended
                and Restated Certificate of Incorporation.(1)3.2
            
            Bylaws.
                (1)4.1
            
            Specimen
                Unit Certificate. (2)4.2
            
            Specimen
                Common Stock Certificate. (2)4.3
            
            Specimen
                Warrant Certificate. (2)


38





**EXHIBIT**
              **NO.**
            
            **DESCRIPTION**4.4
            
            Form
                of Warrant Agreement between Continental Stock Transfer & Trust
                Company and the Registrant. (2)4.5
            
            Form
                of Unit Purchase Option. (2)10.1
            
            Form
                of Letter Agreement among the Registrant, Ladenburg Thalmann & Co.
                Inc. and John F. Rousseau, Jr. (1)10.2
            
            Form
                of Letter Agreement among the Registrant, Ladenburg Thalmann & Co.
                Inc. and Edwin Snape. (1)10.3
            
            Form
                of Letter Agreement among the Registrant, Ladenburg Thalmann & Co.
                Inc. and James McGrath. (1)10.4
            
            Form
                of Letter Agreement among the Registrant, Ladenburg Thalmann & Co.
                Inc. and Gregory Zaic. (1)10.5
            
            Form
                of Letter Agreement among the Registrant, Ladenburg Thalmann & Co.
                Inc. and Thomas Hancock. (1)10.6
            
            Form
                of Letter Agreement among the Registrant, Ladenburg Thalmann & Co.
                Inc. and Vincent T. Pica II. (2)10.7
            
            Form
                of Letter Agreement among the Registrant, Ladenburg Thalmann & Co.
                Inc. and Sidney Braginsky. (1)10.8
            
            Form
                of Letter Agreement among the Registrant, Ladenburg Thalmann &
                Co. Inc. and Hardwick Simmons. (2)10.9
            
            Form
                of Letter Agreement among the Registrant, Ladenburg Thalmann &
                Co. Inc. and Thompson Dent. (2)10.10
            
            Form
                of Investment Management Trust Agreement between Continental Stock
                Transfer & Trust Company and the Registrant. (4)10.11
            
            Form
                of Warrant Escrow Agreement between the Registrant, Continental Stock
                Transfer & Trust Company and the Warrant Purchasers.
                (3)10.12
            
            Form
                of Stock Escrow Agreement between the Registrant, Continental Stock
                Transfer & Trust Company and the Initial Stockholders. Filed as
                Exhibit 10.10 on June 28, 2006. (1)10.13
            
            Form
                of Letter Agreement between NEGF Advisory Company Inc. and the Registrant
                regarding administrative support. (1)10.14
            
            Advance
                Agreement between the Registrant and Danbury Management Company,
                LLC dated
                June 16, 2006. (1)10.15
            
            Form
                of Registration Rights Agreement among the Registrant and the Initial
                Stockholders.(3)10.16
            
            Form
                of Warrant Placement Agreement among certain initial stockholders,
                Ladenburg Thalmann & Co. Inc. and the Company. (3)14.1
            
            Code
                of Ethics (1)14.2
            
            Code
                of Ethics for Senior Financial Officers (1)16
            
            Letter
                addressed to the Securities and Exchange Commission, dated
                February 4, 2008, indicatingGoldstein
                Golub Kessler LLP’s
                agreement with the statements contained in our Current Report on
                Form 8-K filed on February 6, 2008. (5)21
            
            List
                of Subsidiaries*31.1
            
            Principal Executive
                Officer Certification Pursuant to 18 U.S.C. Section 1350, as adopted
                pursuant to Section 302 of the Sarbanes-Oxley Act of
                2002.*31.2
            
            Principal
                Financial and Accounting Officer Certification Pursuant to 18 U.S.C.
                Section 1350, as adopted pursuant to Section 302 of the
                Sarbanes-Oxley Act of 2002.*32.1
            
            Certification
                Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
                Section 906 of the Sarbanes-Oxley Act of 2002.*99.1
            
            Audit
                Committee Charter (1)




*Filed
      herewith.




(1)
            Incorporated
                by reference to our Registration Statement on Form S-1 (File
                No. 333-135419) filed with the SEC on June 28,
                2006.




(2)
            Incorporated
                by reference to Amendment No. 1 to our Registration Statement on
                Form S-1
                (File No. 333-135419) filed with the SEC on August 9,
                2006.




(3)
            Incorporated
                by reference to Amendment No. 2 to our Registration Statement on
                Form S-1
                (File No. 333-135419) filed with the SEC on October 2,
                2006.




(4)
            Incorporated
                by reference to Amendment No. 5 to our Registration Statement on
                Form S-1
                (File No. 333-135419) filed with the SEC on January 26,
                2007.




(5)
            Incorporated
                by reference to our Current Report on Form 8-K filed with the SEC
                on
                February 6, 2008.


39




**INDEX
      TO CONSOLIDATED FINANCIAL STATEMENTS**


Reports
                  of Independent Registered Public Accounting Firms
              F-2Consolidated
                  Balance Sheets
              F-4Consolidated
                  Statements of Operations
              F-5Consolidated
                  Statement of Stockholders’ Equity
              F-6Consolidated Statements
                  of Cash Flows
              F-7Notes
                  to Consolidated Financial Statements
              F-8


F-1


**Report
      of Independent Registered Public Accounting Firm**





To
      the
      Board of Directors


Geneva
      Acquisition Corp.





We
      have
      audited the accompanying consolidated balance sheet of Geneva Acquisition Corp.
      (a development stage corporation) as of December 31, 2007, and
      the
      related statements of operations, stockholders' equity, and cash flows for
      the
      year then ended and the amounts included in the cumulative columns in the
      statements of operations and cash flows for the year ended December 31,
      2007.  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 the 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. An audit includes
      examining, on a test basis, evidence supporting the amounts and disclosures
      in
      the financial statements.  An audit also includes 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 Geneva Acquisition Corp. as of
      December 31, 2007, and the results of its operations and its cash flows for
      the year then ended in
      conformity with U.S. generally accepted accounting principles.





/s/
      McGladrey & Pullen, LLP


McGladrey
      & Pullen, LLP


New
      York,
      New York


March
      31,
      2008




F-2




**REPORT
      OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM**





To
      the
      Board of Directors


Geneva
      Acquisition Corp.




We
      have
      audited the accompanying balance sheet of Geneva Acquisition Corporation (a
      development stage company) (the "Company") as of December 31, 2006, and the
      related statements of operations, stockholders' equity and cash flows for the
      period from June 2, 2006 (inception) 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 the 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.  An audit includes
      examining, on a test basis, evidence supporting the amounts and disclosures
      in
      the financial statements.  An audit also includes 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 Geneva Acquisition Corp. as of
      December 31, 2006, and the results of its operations and its cash flows for
      the period from June 2, 2006 (inception) to December 31, 2006 in
      conformity with United States generally accepted accounting principles.






/s/
      GOLDSTEIN GOLUB KESSLER
      LLP


**GOLDSTEIN
      GOLUB KESSLER LLP**





New
      York,
      New York




February
        22, 2007


F-3




**Geneva
      Acquisition Corporation and Subsidiary**





**(A
      Development Stage Company)**





**Consolidated
      Balance Sheets**





December 31, 2007
            
            December 31, 2006**Assets****Current
                Assets:**Cash
            
            $
            17,042
            
            $
            615Investments
                Held in Trust
            
            
            66,983,581
            
            
            -Investments
                Held in Trust for Deferred Underwriting Discount
            
            
            2,070,000
            
            
            -Prepaid
                expenses
            
            
            85,425
            
            
            -***Total
                current assets***
            
            
            69,156,048
            
            
            615Deferred
                tax asset
            
            
            157,172
            
            
            -Deferred
                offering costs
            
            
            -
            
            
            271,385**Total
                Assets**
            
            $
            69,313,220
            
            $
            272,000**Liabilities
                And Stockholders' Equity****Current
                Liabilities:**Accrued
                Offering Expenses
            
            $
            -
            
            $
            125,000Accrued
                Expenses
            
            
            194,444
            
            
            -Advances
                from Stockholder
            
            
            2,301
            
            
            52,000Notes
                Payable, Stockholders
            
            
            -
            
            
            75,000Deferred
                Interest Income
            
            
            54,000
            
            
            -Deferred
                Underwriting Discount
            
            
            2,070,000
            
            
            -**Total
                Liabilities**
            
            
            2,320,745
            
            
            252,000Common
                stock subject to possible conversion, 2,298,850 shares at conversion
                value
            
            
            13,067,463
            
            
            -**Commitments****Stockholders'
                Equity**Preferred
                Stock, $.0001 par value, 1,000,000 shares authorized;
            
            
            -
            
            
            -none
                issued or outstandingCommon
                Stock, $.0001 par value, 60,000,000 shares authorized; 14,000,000
                shares
                (which includes 2,298,850 subject to possible conversion) and 2,500,000
                shares issued and outstanding at December 31, 2007 and December 31,
                2006
                respectively.
            
            
            1,400
            
            
            250Additional
                Paid-in Capital
            
            
            52,364,993
            
            
            24,750Earnings
                (Deficit) Accumulated during the development stage
            
            
            1,558,619
            
            
            (5,000
            )**Total
                Stockholders' Equity**
            
            
            53,925,012
            
            
            20,000**Total
                Liabilities and Stockholders' Equity**
            
            $
            69,313,220
            
            $
            272,000




See
      notes
      to financial statements


F-4




**Geneva
      Acquisition Corporation and Subsidiary**





**(A
      Development Stage Company)**





**Consolidated
      Statements of Operations**





**Year Ended
                December 31, 2007**
            
            **Period from June**
              **2, 2006 (inception)**
              **to December 31, 2006**
            
            **Cumulative Period from June**
              **2, 2006 (inception)**
              **to December 31, 2007**(unaudited)Interest
                income
            
            $
            2,956,345
            
            $
            -
            
            $
            2,956,345**Operating
                Expenses**General and
                Administrative
            
            
            542,272
            
            
            5,000
            
            
            547,272Net
                Income (Loss) before income taxes
            
            $
            2,414,073
            
            $
            (5,000
            )
            $
            2,409,073Income
                tax expense
            
            $
            850,454
            
            $
            -
            
            $
            850,454**Net
                Income (Loss)**
            
            $
            1,563,619
            
            $
            (5,000
            )
            $
            1,558,619Weighted
                Average number of common shares outstanding - basic and
                diluted
            
            
            12,468,493
            
            
            2,500,000
            
            
            8,764,706**Income
                (Loss) per Share - basic and diluted**
            
            $
            0.13
            
            $
            (0.00
            )
            $
            0.18








See
      notes
      to financial statements


F-5





**Geneva
      Acquisition Corporation and Subsidiary**





**(A
      Development Stage Company)**





**Consolidated
      Statement of Stockholders' Equity**





**Common Stock****Shares**
            
            **Amount**
            
            **Additional**
              **Paid-in Capital**
            
            **Earnings (Deficit) Accumulated**
              **During the**
              **Development Stage**
            
            **Total**Issuance
                of Common Stock to initial Stockholders on June 9, 2006 at $.01 per
                share.
            
            
            2,500,000
            
            $
            250
            
            $
            24,750
            
            
            
            
            $
            25,000Net
                Loss
            
            
            
            
            
            
            
            
            
            
            $
            (5,000
            )
            $
            (5,000
            )**Balance
                at December 31, 2006**
            
            
            2,500,000
            
            $
            250
            
            $
            24,750
            
            $
            (5,000
            )
            $
            20,000Sale
                of Private Placement Warrants
            
            
            -
            
            
            -
            
            
            1,900,000
            
            
            -
            
            
            1,900,000Sale
                of 11,500,000 Units net of underwriter's discount and offering expenses
                (includes 2,298,850 shares subject to possible conversion)
            
            
            11,500,000
            
            
            1,150
            
            
            63,507,606
            
            
            -
            
            
            63,508,756Proceeds
                subject to possible conversion of 2,298,850 shares
            
            
            -
            
            
            -
            
            
            (13,067,463
            )
            
            -
            
            
            (13,067,463
            )Sale
                of underwriter option
            
            
            -
            
            
            -
            
            
            100
            
            
            -
            
            
            100Net
                Income
            
            
            -
            
            
            -
            
            
            -
            
            
            1,563,619
            
            
            1,563,619**Balance
                at December 31, 2007**
            
            
            **14,000,000**
            
            **$**
            **1,400**
            
            **$**
            **52,364,993**
            
            **$**
            **1,558,619**
            
            **$**
            **53,925,012**





See
      notes
      to financial statements


F-6




**Geneva
        Acquisition Corporation and Subsidiary**
 
 **(A
        Development Stage Company)**
 
 **Consolidated
        Statements of Cash Flows**
 
 **Year**
                **ended December 31, 2007**
              
              **Period from June**
                **2, 2006 (inception)**
                **to December 31, 2006**
              
              **Cumulative Period from June**
                **2, 2006 (inception) to**
                **December 31, 2007*****Cash
                  Flows From Operating Activities***Net
                  Income (Loss)
              
              $
              1,563,619
              
              $
              (5,000
              )
              $
              1,558,619Adjustments
                  to reconcile net income (loss) to net cash used in operating
                  activities:Deferred
                  tax asset
              
              
              (157,172
              )
              
              
              
              
              (157,172
              )Changes
                  in operating assets and liabilities:Increase
                  in value of investments held in trust
              
              
              (3,010,345
              )
              
              
              
              
              (3,010,345
              )Increase
                  in prepaid expenses
              
              
              (85,425
              )
              
              
              
              
              (85,425
              )Increase
                  in accrued expenses
              
              
              194,444
              
              
              
              
              
              194,444Increase
                  in deferred interest income
              
              
              54,000
              
              
              -
              
              
              54,000**Net
                  Cash used in Operating Activities**
              
              
              (1,440,879
              )
              
              (5,000
              )
              
              (1,445,879
              )***Cash
                  Flows From Investing Activities***Disbursements
                  from trust
              
              
              1,396,764
              
              
              
              
              
              1,396,764Cash
                  held in Trust Account
              
              
              (67,440,000
              )
              
              -
              
              
              (67,440,000
              )**Net
                  Cash used in Investing Activities**
              
              
              (66,043,236
              )
              
              -
              
              
              (66,043,236
              )***Cash
                  Flows From Financing Activities***Proceeds
                  from public offering
              
              
              69,000,000
              
              
              -
              
              
              69,000,000Proceeds
                  from private placement of warrants
              
              
              1,900,000
              
              
              -
              
              
              1,900,000Proceeds
                  from issuance of underwriting option
              
              
              100
              
              
              -
              
              
              100Proceeds
                  from sale of stock
              
              
              -
              
              
              25,000
              
              
              25,000Proceeds
                  from notes payable, Stockholders
              
              
              -
              
              
              75,000
              
              
              75,000Proceeds
                  from advances from Stockholders
              
              
              15,000
              
              
              37,000
              
              
              52,000Payments
                  of notes payable, Stockholders
              
              
              (75,000
              )
              
              -
              
              
              (75,000
              )Payments
                  of advances from Stockholders
              
              
              (64,699
              )
              
              -
              
              
              (64,699
              )Payment
                  of offering costs
              
              
              (3,274,859
              )
              
              (131,385
              )
              
              (3,406,244
              )**Net
                  Cash provided by Financing Activities**
              
              
              67,500,542
              
              
              5,615
              
              
              67,506,157Net
                  increase in Cash
              
              
              16,427
              
              
              615
              
              
              17,042Cash
                  at beginning of period
              
              
              615
              
              
              -
              
              
              -**Cash
                  at end of period**
              
              **$**
              **17,042**
              
              **$**
              **615**
              
              **$**
              **17,042**Supplemental
                  disclosures of cash flow information:Cash
                  paid for income taxes
              
              $
              1,020,262
              
              $
              -
              
              $
              1,020,262Non-cash
                financing
                activities:Accrual
                  of Public Offering costs
              
              $
              -
              
              $
              125,000
              
              $
              -Accrual
                  of deferred underwriting fees
              
              $
              2,070,000
              
              $
              -
              
              $
              2,070,000Advance
                  from Stockholder for Public Offering costs
              
              $
              -
              
              $
              52,000
              
              $
              -
 
 See
        notes
        to financial statements
  F-7




**Geneva
      Acquisition Corporation and Subsidiary**




**(A
      Development Stage Company)**




**Notes
      to Consolidated Financial Statements**




**1.
      Summary of Significant Accounting Policies**




*Basis
      of Presentation*




The
      consolidated financial statements include the accounts of Geneva Acquisition
      Corporation and its wholly owned subsidiary Geneva Acquisition Security
      Corporation (collectively referred to as the “Company”). All significant
      intercompany transactions and balances have been eliminated. The statements
      and
      related notes have been prepared on the accrual basis of accounting in
      accordance with accounting principals generally accepted in the United
      States.




*Statements
      of Cash Flows*




For
      purposes of the statements of cash flows, we consider all highly liquid
      investments (i.e., investments which, when purchased, have original maturities
      of three months or less) to be cash equivalents.




*Use
      of Estimates*




The
      preparation of financial statements in conformity with U.S. GAAP requires
      management to make estimates and assumptions that affect the reported amounts
      of
      assets and liabilities and disclosure of contingent assets and liabilities
      at
      the date of the financial statements and reported amounts of revenue and
      expenses during the reporting period. Actual results could differ from those
      estimates.





*Concentration
      of Credit Risk*





Financial
      instruments that potentially subject the Company to credit risk consist of
      cash
      equivalents and short-term investments.  The Company’s policy is to place
      investments with financial institutions evaluated as being creditworthy, or
      in
      short-term money market funds which are exposed to minimal interest rate and
      credit risk and in a highly rated United States Treasury Bills.  At times,
      the Company has bank balances in excess of federally insured
      limits.





*Fair
      Value of Financial Instruments*





The
      following methods and assumptions are used to estimate the fair value of each
      class of financial instruments for which it is practical to
      estimate:





*Cash* : 
      The carrying amount approximates the fair value.





*Investments
      Held in Trust (which includes deferred underwriting fees and amounts available
      for working capital and income taxes):* This investment is considered a trading security.  The investment is
      carried at market value, which approximates cost plus accrued
      interest.




*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.


F-8





In
      June 2006, the Financial Accounting Standards Board (“FASB”) issued FASB
      Interpretation No. 48, “Accounting for Uncertainty in Income Taxes,” an
      interpretation of FASB Statement No. 109 (“FIN 48”), which provides
      criteria for the recognition, measurement, presentation and disclosure of
      uncertain tax positions. A tax benefit from an uncertain position may be
      recognized only if it is “more likely than not” that the position is sustainable
      based on its technical merits. The Company adopted FIN 48 on January 1,
      2007.  Since the Company is a development stage company that began
      operations on June 2, 2006, there have been no audits of filed tax returns
      as of
      this time, however, the Company believes its accruals are sufficient and it
      does
      not expect the total amounts of any uncertain tax position to significantly
      increase or decrease within the next year.  The adoption of FIN 48 did not
      have a material effect on the Company’s financial condition, results of
      operations or liquidity .




*Earnings
      (Loss) per common share*




Basic
      earnings per share is computed by dividing net loss by the weighted average
      number of shares of common stock outstanding during the period. Diluted earnings
      per share gives effect to dilutive options, warrants, and other potential common
      stock outstanding during the period. The effect of the 25,923,077 outstanding
      warrants issued in connection with the initial public offering described in
      Note 3 has not been considered in the diluted net income per share since
      the warrants are contingently exercisable. The effect of the 700,000 units
      included in the underwriters’ purchase option, as described in Note 3,
      along with the warrants underlying such units (units represent 2.1 million
      shares of stock and stock equivalents), has not been considered in the
      diluted earnings per share calculation since they are contingently exercisable
      and since the market price of the shares was less than the exercise price
      during the period.




*Recently
      Issued Accounting
      Pronouncements:*




The
      following accounting standards issued as of December 31, 2007, may affect the
      future financial reporting by Geneva Acquisition Corporation:




**SFAS
                No. 141 (revised 2007)**
              ***Business
                Combinations***
            This
                Statement requires an acquirer to recognize the assets acquired,
                the
                liabilities assumed, and any non controlling interest in the acquiree
                at
                the acquisition date, measured at their fair values as of that date,
                with
                limited exceptions specified in the Statement. That replaces Statement
                141’s cost-allocation process, which required the cost of an acquisition
                to be allocated to the individual assets acquired and liabilities
                assumed
                based on their estimated fair values. This Statement applies prospectively
                to business combinations for which the acquisition date is on or
                after the
                beginning of the first annual reporting period beginning on or after
                December 15, 2008. An entity may not apply it before that date. The
                Company is assessing the impact, if any, this pronouncement may have
                on
                its financial statements.**SFAS
                No. 157,*****Fair
                Value Measurements***
            This
                Statement does not require any new fair value measurements, but rather,
                it
                provides enhanced guidance to other pronouncements that require or
                permit
                assets or liabilities to be measured at fair value. However, the
                application of this Statement may change how fair value is determined.
                The
                Statement is effective for financial statements issued for fiscal
                years
                beginning after November 15, 2007, and interim periods within those
                fiscal
                years. As of December 1, 2007 the FASB has proposed a one-year deferral
                for the implementation of the Statement for nonfinancial assets and
                nonfinancial liabilities that are recognized or disclosed at fair
                value in
                the financial statements on a nonrecurring basis. The Company is
                assessing
                the impact, if any, this pronouncement may have on its financial
                statements.**SFAS
                No. 159,*****The
                Fair Value Option for***
              ***Financial
                Assets and Financial Liabilities -***
              ***Including
                an amendment of FASB***
              ***Statement
                No. 115***
            The
                Statement provides all entities with an option to report selected
                financial assets and liabilities at fair value. The Statement is
                effective
                as of the beginning of an entity’s first fiscal year beginning after
                November 15, 2007, with early adoption available in certain circumstances.
                The Company is assessing the impact, if any, this pronouncement may
                have
                on its financial statements.**SFAS
                No. 160,*****Noncontrolling
                Interests in***
              ***Consolidated
                Financial Statements - an***
              ***amendment
                of ARB No. 51***
            This
                Statement amends ARB 51 to establish accounting and reporting standards
                for the noncontrolling interest in a subsidiary and for the
                deconsolidation of a subsidiary. It clarifies that a noncontrolling
                interest in a subsidiary is an ownership interest in the consolidated
                entity that should be reported as equity in the consolidated financial
                statements. This Statement is effective for fiscal years, and interim
                periods within those fiscal years, beginning on or after December
                15, 2008
                (that is, January 1, 2009, for entities with calendar year-ends.)
                Earlier
                adoption is prohibited. The Company is assessing the impact, if any,
                this
                pronouncement may have on its financial
                statements.





**2.
      Organization and Business Operations**




Geneva
      Acquisition Corporation was incorporated in Delaware on June 2, 2006 as a
      "blank check" company whose objective is to consummate a business
      combination with an operating business.




On
      June 9, 2006, all of the officers and directors of the Company ("Initial
      Stockholders") purchased 2,500,000 shares of common stock at $0.01 per
      share.




At
      December 31, 2007, the Company had not yet commenced any operations. All
      activity through December 31, 2007 relates to the Company's formation,
      regulatory filings, its initial public offering described below and thereafter,
      pursuing potential business combinations with target businesses. The
      Company has selected December 31 as its fiscal year-end.




The
      registration statement for the Company's initial public offering (the "Public
      Offering") (as described in Note 3) was declared effective
      February 12, 2007 (the "Effective Date"). The Company consummated the
      Public Offering on February 16, 2007, and simultaneously with the
      consummation of the Public Offering on February 16, 2007, certain officers,
      directors, and the Initial Stockholders of the Company purchased an aggregate
      of
      2,923,077 warrants at $0.65 per warrant from the Company in a private placement
      (the "Private Placement"). The warrants sold in the Private Placement were
      identical to the warrants sold in the Public Offering except that if the Company
      calls the warrants for redemption, the Private Placement Warrants will be
      exerciseable on a cashless basis so long as they are still held by the initial
      purchasers. On March 8, 2007, the underwriters consummated the full
      exercise of the over-allotment option, resulting in the sale of an additional
      1,500,000 units (see Note 3 below). The Company received net proceeds from
      the Private Placement and the Public Offering, including the proceeds received
      upon the full exercise of the over-allotment option, of approximately
      $65,409,000 (see Note 3 below).


F-9




The
      Company's management has broad discretion with respect to the specific
      application of the net proceeds of the Public Offering, although substantially
      all of the net proceeds of the Public Offering are intended to be generally
      applied toward consummating a business combination with an operating business
      ("Business Combination"), which may not constitute a business combination for
      accounting purposes. Furthermore, there is no assurance that the Company will
      be
      able to successfully effect a Business Combination. Upon the closing of the
      Public Offering, $67,440,000, including $2,070,000 of deferred underwriting
      discounts, was placed in a trust account ("Trust Account") and has been invested
      in government securities until the earlier of (i) the consummation of its
      first Business  Combination or (ii) liquidation of the Company. As of December 31,
      2007, $69,053,581 was held in the Trust Account, of which $2,070,000 was for
      deferred underwriting discount and $3,010,345 was earned investment income.
      We are entitled to receive up to $1,600,000. Initial plus amounts for
      corporate income and franchise taxes, from interest earned on the trust
      account (plus $50,000 received from the net proceeds of the Initial Public
      Offering) to finance our operations prior to consummating 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 target businesses 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. Certain of the Company's
      directors have severally agreed that they will be personally liable under
      certain circumstances to ensure that the proceeds in the Trust Account are
      not
      reduced by the claims of target businesses or vendors or other entities that
      are
      owed money by the Company for services rendered, contracted for or products
      sold
      to the Company. However, there can be no assurance that the directors will
      be
      able to satisfy those obligations. The remaining net proceeds (not held in
      the
      Trust Account), along with interest earned on the Trust Account, may be used
      to
      pay for business, legal and accounting due diligence on prospective acquisitions
      and continuing general and administrative expenses. The Company, after signing
      a
      definitive agreement for the acquisition of a target business, is required
      to
      submit such transaction for stockholder approval. In the event that stockholders
      owning 20% or more of the shares sold in the Public Offering vote against the
      Business Combination and exercise their conversion rights described below,
      the
      Business Combination will not be consummated. All of the Company's stockholders
      prior to the Public Offering, including the Initial Stockholders, have agreed
      to
      vote their 2,500,000 founding shares of common stock, as well as any shares
      of
      common stock acquired in connection with or following the Public Offering,
      in
      accordance with the vote of the majority in interest of all other stockholders
      of the Company ("Public Stockholders") with respect to any Business Combination.
      After consummation of a Business Combination, these voting safeguards will
      no
      longer be applicable.




With
      respect to a Business Combination which is approved and consummated, any Public
      Stockholder who voted against the Business Combination may demand that the
      Company convert his or her 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
      Public Offering. Accordingly, Public Stockholders holding 19.99% 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 (subject
      to distributions for working capital and amounts paid or accrued for taxes)
      computed without regard to the 2,500,000 shares held by Initial Stockholders.
      Accordingly, a portion of the net proceeds from the Public Offering (19.99%
      of
      the amount held in the Trust Account, excluding the deferred portion of the
      underwriters' discount and commission) has been classified as common stock
      subject to possible conversion on the accompanying December 31, 2007
      balance sheet. In addition, such Public Stockholders would also be entitled
      to a
      pro rata portion of the deferred portion of the underwriters' discount and
      commission held in trust (see Note 3).




The
      Company's Second Amended and Restated Certificate of Incorporation provides
      that
      the Company will continue in existence only until 24 months from the
      Effective Date of the Public  Offering. If the Company has not completed a Business Combination by such date,
      its corporate existence will cease and it will dissolve and liquidate for the
      purposes of winding up its affairs. 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) may be less than the initial
      public offering price per share in the Public Offering (assuming no value is
      attributed to the Warrants contained in the Units sold in the Public Offering
      discussed in Note 3).


F-10




**3.
      Initial Public Offering**




On
      February 16, 2007, the Company sold 10,000,000 Units ("Units") in the
      Public Offering at a price of $6.00 per Unit. On March 8, 2007, the
      underwriters consummated the full exercise of the over-allotment option,
      resulting in the sale of an additional 1,500,000 Units. Each Unit consists
      of
      one share of the Company's common stock and two Redeemable Common Stock Purchase
      Warrants ("Warrants"). Each Warrant entitles the holder to purchase from the
      Company one share of common stock at an exercise price of $5.00 commencing
      the
      later of the completion of a Business Combination or one year from the Effective
      Date of the Public Offering, subject to there being an effective and current
      registration statement relating to the shares issuable upon exercise of the
      warrants, and expiring four years from the Effective Date of the Public
      Offering. The Company may redeem the Warrants at a price of $.01 per Warrant
      upon 30 days' notice after the Warrants become exercisable, only in the
      event that the last sale price of the common stock is at least $8.50 per share
      for any 20 trading days within a 30 trading day period ending on the third
      day
      prior to the date on which notice of redemption is given. The Company does
      not
      need to obtain the consent of Lazard Capital Markets LLC prior to calling the
      warrants for redemption. In accordance with the warrant agreement relating
      to
      the Warrants sold and issued in the Public Offering, the Company is only
      required to use its best efforts to maintain the effectiveness of the
      registration statement covering the Warrants. 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 Warrant shall not be
      entitled to exercise such Warrant and 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 the warrant exercise. Consequently, the Warrants
      may
      expire unexercised and unredeemed.




In
      connection with the Public Offering, the Company paid the underwriters of the
      Public Offering underwriting discounts and commissions of 7% of the gross
      proceeds of the Public Offering, of which 3% of the gross proceeds will be
      held
      in the Trust Account and payable only upon the consummation of a Business
      Combination. If a Business Combination is approved and completed, Public
      Stockholders who voted against the combination and have exercised their
      conversion rights will be entitled to their pro rata share of the deferred
      underwriters' discount and commission.




Simultaneously
      with the consummation of the Public Offering, certain of the Initial
      Stockholders purchased 2,923,077 warrants ("Private Placement Warrants") at
      a
      purchase price of $0.65 per warrant, in the Private Placement. The proceeds
      of
      $1,900,000 were placed in the Trust Account. The Private Placement Warrants
      are
      identical to the Warrants underlying the Units sold in the Public Offering
      except that if the Company calls the Warrants for redemption, the Private
      Placement Warrants will be exercisable on a cashless basis so long as they
      are
      still held by the initial purchasers. The purchasers  have
      agreed that the Private Placement Warrants will not be sold or transferred
      by
      them, until 30 days after the completion of a Business
      Combination.




The
      Initial Stockholders and the holders of the Private Placement Warrants will
      be
      entitled to registration rights with respect to their securities pursuant to
      an
      agreement signed on the Effective Date of the Public Offering. With respect
      to
      the shares issued prior to the completion of the Public Offering, the holders
      of
      the majority of these shares are entitled to demand that the Company register
      these shares at any time commencing six months following the consummation of
      a
      Business Combination. With respect to the Private Placement Warrants (and
      underlying shares), the holders of the majority of these securities are entitled
      to demand that the Company register these shares at any time commencing three
      months following the consummation of a Business Combination. In addition, such
      holders have certain "piggy-back" registration rights on registration statements
      filed subsequent to the Company's consummation of a Business
      Combination.


F-11




In
      connection with the Public Offering, the Company issued an option to Lazard
      Capital Markets LLC for $100, to purchase 700,000 Units. The Units that would
      be
      issued upon exercise of the Underwriters Purchase Option ("UPO") are identical
      to those offered by the Public Offering. This UPO is exercisable at $8.50 per
      Unit commencing the later of the completion of a Business Combination or one
      year from the Effective Date of the Public Offering, subject to there being
      an
      effective and current registration statement relating to the UPO or the Warrants
      underlying such UPO issuable upon exercise of the option or an exemption from
      registration, and expiring five years from the Effective Date of the Public
      Offering. Additionally, in the event that a registration statement is not
      effective at the time of exercise, the holder of such UPO or Warrant shall
      not
      be entitled to exercise such UPO or Warrant and 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 the warrant exercise. Consequently, the UPO
      and
      the Warrants may expire unexercised and unredeemed.




The
      sale of the UPO has been accounted for as an equity transaction. Accordingly,
      there was no net impact on the Company's financial position or results of
      operations, except for the recording of the $100 proceeds from the sale. The
      Company has determined, based upon a Black-Scholes model, that the fair value
      of
      the option on the date of sale would be approximately $1,491,000 using an
      expected life of five years, volatility of 45.2% and a risk-free interest rate
      of 4.88%.




At
      the time the UPO was issued, the Company had no trading history, as such it
      was
      not possible to value the UPO based on historical trades. In order to estimate
      the value of the UPO the Company considered the historic volatilities of
      publicly traded blank check companies that have completed business combinations.
      The average volatility of the representative companies was calculated to be
      45.2%. Management believes that this volatility is a reasonable benchmark to
      use
      in estimating the value of the UPO. The actual volatility of the Units will
      depend on many factors that cannot be ascertained at this time.




**4.
      Limited Distributions of Income from Trust Account**




Upon
      written request from the Company, which may be given not more than once in
      any
      calendar month, the Trustee shall distribute to the Company by wire transfer
      an
      amount computed and certified by the Company to be equal to the collected and
      undistributed income earned on the original amount deposited in the Trust
      Account for the preceding month. The maximum amount of distributions, net of
      taxes, that the Company may request and the Trustee shall distribute is
      $1,600,000. The Company has received distributions, net of taxes, of $375,000
      through December 31, 2007. These funds will be used for working capital
      purposes associated with identifying and consummating a Business Combination.
      If
      there is any income tax obligation relating to the income of the property in
      the
      Trust Account, then, at the written instruction of the Company, the Trustee
      shall disburse to the Company by wire transfer, out of the property in the
      Trust
      Account, the amount indicated by the Company as required to pay income taxes.
      Such disbursements amounted to $1,021,764 through December 31,
      2007.





Amount
                placed in Trust
            
            **$**
            **67,440,000**Interest
                earned on Trust (includes deferred interest income)
            
            
            **3,010,345**Amounts
                withdrawn for income tax payments
            
            
            **(1,021,764**
            **)**Amounts
                withdrawn for working capital
            
            
            **(375,000**
            **)**Balance
                at December 31, 2007
            
            **$**
            **69,053,581**




F-12




**5.
      Deferred Offering Costs**




Deferred
      offering costs consist principally of legal, accounting and other fees incurred
      through the balance sheet date that are directly related to the Public Offering
      and that were charged to stockholders' equity upon the receipt of the capital
      raised.




**6.
      Income Taxes**




The
      components of the provision for income taxes are as follows:





********
            
            **Year ended**
              **December 31, 2007******
            
            **Year ended**
              **December 31, 2006******Current:Federal
            
            $
            962,674
            
            $
            —State
                and local
            
            
            44,952
            
            
            —Deferred:Federal
            
            
            (157,172
            )
            
            —State
                and local
            
            
            —
            
            
            —Total
                provision for income taxes
            
            $
            850,454
            
            $
            —




The
      Company has recorded a valuation allowance on a portion of its state deferred
      tax asset because management believes it is more likely that this asset will
      not
      be realized based on current operations.




The
      Company’s effective tax rate differs from the effective federal tax rate of 34%
      principally due to the following:





********
            
            **Year ended
                December 31, 2007******Federal
                statutory rate
            
            
            34.0
            %State
                and local tax
            
            
            0.1
            %Change
                in valuation allowance
            
            
            1.1
            %35.2
            %




********
            
            **Year ended
                December 31, 2006******Federal
                statutory rate
            
            
            34.0
            %Increase
                in valuation allowance
            
            
            (34.0%
            )—




The
      tax
      effect of temporary differences that give rise to the deferred tax asset is
      as
      follows:





********
            
            **December 31, 2007******
            
            **December 31, 2006******Expenses
                deferred for income tax purposes
            
            $
            186,909
            
            $
            2,000Less
                valuation allowance
            
            
            (29,737
            )
            
            ($2,000
            )Total
            
            $
            157,172
            
            $
            0





F-13




**7.
      Notes Payable, Stockholders**




The
      Company issued an unsecured promissory note to one of its Initial Stockholders
      in the aggregate principal amount of $75,000 on June 16, 2006. This note
      was non-interest bearing and fully repaid on February 16, 2007 with the
      proceeds of the Public Offering.




In
      addition, the Company has received $52,000 in advances from certain of its
      Initial Stockholders that bear no interest and were to be repaid no later than
      the consummation of the Public Offering. On February 16, 2007, the Company
      repaid $49,699 of these advances, leaving a balance of $2,301 as of
      December 31, 2007.




**8.
      Commitments and Related Party Transactions**




The
      Company presently occupies office space provided by an affiliate of several
      of
      the Initial Stockholders. Such affiliate has agreed that, until the Company
      consummates a Business Combination, it will make such office space, as well
      as
      certain office and secretarial services, available to the Company, as may be
      required by the Company from time to time. The Company has agreed to pay such
      affiliate $4,500 per month for such services commencing on the Effective Date
      of
      the Public Offering. The statement of operations includes $48,054 of such
      expense for the twelve months ended December 31, 2007.




The
      Initial Stockholders have entered into letter agreements that waive their right
      to receive distributions with respect to their founding shares upon the
      Company's liquidation.




**9.
      Preferred Stock**




The
      Company is authorized to issue 1,000,000 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.




**10.
      Reserved Common Stock**




At
      December 31, 2007, 28,023,077 shares of common stock were reserved for issuance
      upon exercise of redeemable warrants and the UPO.




**11.
      Trust Account**




For
      tax planning purposes, the Company assigned its rights to the cash in the Trust
      Account to Geneva Acquisition Security Corporation, a wholly-owned Massachusetts
      subsidiary qualifying as a "security corporation" entitled to a reduced state
      corporate tax rate.




F-14


**SIGNATURES**




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




Date:
                March 31, 2008
            **Geneva
                Acquisition Corporation**(Registrant)By:
            /s/  
                JOHN F. ROUSSEAU, JR.Name:
            John
                F. Rousseau, Jr.Title:
            Chief
                Operating Officer




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 the dates indicated.
  Signature
                
                Title
                Date/s/
                  Vincent P. Pica II
                
                Chairman
                  of the Board
                March
                    31, 2008Vincent
                  P. Pica II/s/
                  John F. Rousseau, Jr.
                
                Chief
                  Operating Officer and
                March
                    31, 2008John
                  F. Rousseau, Jr.
                
                Director (principal executiveofficer)/s/
                  Gregory F. Zaic
                
                Treasurer
                  (principal financial
                March
                    31, 2008Gregory
                  F. Zaic
                
                and accounting officer)/s/
                  Sidney Braginsky
                
                Director
                March
                    31, 2008Sidney
                  Braginsky/s/
                  James E. McGrath
                
                Director
                March
                    31, 2008James
                  E. McGrath/s/
                  Hardwick Simmons
                
                Director
                March
                    31, 2008Hardwick
                  Simmons/s/
                  Edwin Snape
                
                Director
                March
                    31, 2008Edwin
                  Snape







**EXHIBIT
        INDEX**
  **EXHIBIT**
                **NO.**
              
              ******DESCRIPTION**3.1
              
              Amended
                  and Restated Certificate of Incorporation**.**(1)3.2
              
              Bylaws.
                  (1)4.1
              
              Specimen
                  Unit Certificate. (2)4.2
              
              Specimen
                  Common Stock Certificate. (2)4.3
              
              Specimen
                  Warrant Certificate. (2)4.4
              
              Form
                  of Warrant Agreement between Continental Stock Transfer & Trust
                  Company and the Registrant. (2)4.5
              
              Form
                  of Unit Purchase Option. (2)10.1
              
              Form
                  of Letter Agreement among the Registrant, Ladenburg Thalmann & Co.
                  Inc. and John F. Rousseau, Jr. (1)10.2
              
              Form
                  of Letter Agreement among the Registrant, Ladenburg Thalmann & Co.
                  Inc. and Edwin Snape. (1)10.3
              
              Form
                  of Letter Agreement among the Registrant, Ladenburg Thalmann & Co.
                  Inc. and James McGrath. (1)10.4
              
              Form
                  of Letter Agreement among the Registrant, Ladenburg Thalmann & Co.
                  Inc. and Gregory Zaic. (1)10.5
              
              Form
                  of Letter Agreement among the Registrant, Ladenburg Thalmann & Co.
                  Inc. and Thomas Hancock. (1)10.6
              
              Form
                  of Letter Agreement among the Registrant, Ladenburg Thalmann & Co.
                  Inc. and Vincent T. Pica II. (2)10.7
              
              Form
                  of Letter Agreement among the Registrant, Ladenburg Thalmann & Co.
                  Inc. and Sidney Braginsky. (1)10.8
              
              Form
                  of Letter Agreement among the Registrant, Ladenburg Thalmann &
                  Co. Inc. and Hardwick Simmons. (2)10.9
              
              Form
                  of Letter Agreement among the Registrant, Ladenburg Thalmann &
                  Co. Inc. and Thompson Dent. (2)10.10
              
              Form
                  of Investment Management Trust Agreement between Continental Stock
                  Transfer & Trust Company and the Registrant. (4)10.11
              
              Form
                  of Warrant Escrow Agreement between the Registrant, Continental
                  Stock
                  Transfer & Trust Company and the Warrant Purchasers.
                  (3)10.12
              
              Form
                  of Stock Escrow Agreement between the Registrant, Continental Stock
                  Transfer & Trust Company and the Initial Stockholders. Filed as
                  Exhibit 10.10 on June 28, 2006. (1)10.13
              
              Form
                  of Letter Agreement between NEGF Advisory Company Inc. and the
                  Registrant
                  regarding administrative support. (1)10.14
              
              Advance
                  Agreement between the Registrant and Danbury Management Company,
                  LLC dated
                  June 16, 2006. (1)10.15
              
              Form
                  of Registration Rights Agreement among the Registrant and the Initial
                  Stockholders.(3)10.16
              
              Form
                  of Warrant Placement Agreement among certain initial stockholders,
                  Ladenburg Thalmann & Co. Inc. and the Company. (3)14.1
              
              Code
                  of Ethics (1)14.2
              
              Code
                  of Ethics for Senior Financial Officers (1)16
              
              Letter
                  addressed to the Securities and Exchange Commission, dated
                  February 4, 2008, indicatingGoldstein
                  Golub Kessler LLP’s
                  agreement with the statements contained in our Current Report on
                  Form 8-K filed on February 6, 2008. (5)21
              
              List
                  of Subsidiaries*31.1
              
              Principal Executive
                  Officer Certification Pursuant to 18 U.S.C. Section 1350, as adopted
                  pursuant to Section 302 of the Sarbanes-Oxley Act of
                  2002.*31.2
              
              Principal
                  Financial and Accounting Officer Certification Pursuant to 18 U.S.C.
                  Section 1350, as adopted pursuant to Section 302 of the
                  Sarbanes-Oxley Act of 2002.*32.1
              
              Certification
                  Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
                  Section 906 of the Sarbanes-Oxley Act of 2002.*99.1
              
              Audit
                  Committee Charter (1)
  *Filed
        herewith.
  
  (1)
              Incorporated
                  by reference to our Registration Statement on Form S-1 (File
                  No. 333-135419) filed with the SEC on June 28,
                  2006.
  (2)
              Incorporated
                  by reference to Amendment No. 1 to our Registration Statement on
                  Form S-1
                  (File No. 333-135419) filed with the SEC on August 9,
                  2006.
  (3)
              Incorporated
                  by reference to Amendment No. 2 to our Registration Statement on
                  Form S-1
                  (File No. 333-135419) filed with the SEC on October 2,
                  2006.
  (4)
              Incorporated
                  by reference to Amendment No. 5 to our Registration Statement on
                  Form S-1
                  (File No. 333-135419) filed with the SEC on January 26,
                  2007.
  (5)
              Incorporated
                  by reference to our Current Report on Form 8-K filed with the SEC
                  on
                  February 6, 2008.