**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**WASHINGTON,
      D.C. 20549**







**FORM
      10-K**


x
              **ANNUAL
                  REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
                  ACT OF
                  1934**
  **For
        the fiscal year ended June 30, 2008**
  **or**
  o
              **TRANSITION
                  REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
                  ACT OF
                  1934**


**For
      the transition period from
                    
to**




**Commission
      File Number: 001-33385**




**Tailwind
      Financial Inc.**




(Exact
      name of registrant as specified in its charter)




**Delaware**
            
            **13-4338095**(State
                or Other Jurisdiction of
              Incorporation
                or Organization)
            
            (I.R.S.
                Employer
              Identification
                No.)**Brookfield
                Place, 181 Bay Street**
              **Suite
                2040**
              **Toronto,
                Ontario, Canada**
            
            **M5J
                2T3**(Address
                of Principal Executive Offices)
            
            (Zip
                Code)




Registrant’s
      telephone number, including area code: **(416)
      601-2422**




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




**Title
                of Each Class**
            
            **Name
                of Each Exchange on Which Registered**Units
            
            American
                Stock ExchangeCommon
                Stock, par value $0.001 per share
            
            American
                Stock ExchangeWarrants
            
            American
                Stock Exchange




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




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




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







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




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




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
      the definitions of “large accelerated filer,” “accelerated filer,” and “smaller
      reporting company” in Rule 12b-2 of the Exchange Act. (Check one):


Large
                  accelerated filero
              
              Accelerated
                  filerxNon-accelerated
                  filero
              
              Smaller
                  reporting companyo


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




As
      of
      December 31, 2007, the aggregate market value of the registrant’s common stock
      held by non-affiliates of the registrant was $90,591,402.02.




Number
        of
        shares of common stock outstanding (including shares embedded in units
        outstanding) as of September 8, 2008: 15,625,000.


**TABLE
        OF CONTENTS**


**Item**
            
            **Description**
            
            **Page**PART
                IITEM
                1.
            
            BUSINESS
            
            1ITEM
                1A.
            
            RISK
                FACTORS
            
            11ITEM
                1B.
            
            UNRESOLVED
                STAFF COMMENTS
            
            28ITEM
                2.
            
            PROPERTIES
            
            28ITEM
                3.
            
            LEGAL
                PROCEEDINGS
            
            28ITEM
                4.
            
            SUBMISSION
                OF MATTERS TO A VOTE OF SECURITY HOLDERS
            
            28PART
                IIITEM
                5.
            
            MARKET
                FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER
                PURCHASES OF EQUITY SECURITIES
            
            29ITEM
                6.
            
            SELECTED
                FINANCIAL DATA
            
            32ITEM
                7.
            
            MANAGEMENT’S
                DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
                OPERATIONS
            
            32ITEM
                7A.
            
            QUANTITATIVE
                AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
            
            34ITEM
                8.
            
            FINANCIAL
                STATEMENTS AND SUPPLEMENTARY DATA
            
            34ITEM
                9.
            
            CHANGES
                IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
                DISCLOSURE
            
            34ITEM
                9A.
            
            CONTROLS
                AND PROCEDURES
            
            34ITEM
                9B.
            
            OTHER
                INFORMATION
            
            37PART
                IIIITEM
                10.
            
            DIRECTORS,
                EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
            
            38ITEM
                11.
            
            EXECUTIVE
                COMPENSATION
            
            42ITEM
                12.
            
            SECURITY
                OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
                STOCKHOLDER MATTERS
            
            43ITEM
                13.
            
            CERTAIN
                RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
                INDEPENDENCE
            
            46ITEM
                14.
            
            PRINCIPAL
                ACCOUNTANT FEES AND SERVICES
            
            47PART
                IVITEM
                15.
            
            EXHIBITS
                AND FINANCIAL STATEMENT SCHEDULES
            
            49SIGNATURES
            
            51








**CAUTIONARY
      STATEMENT CONCERNING FORWARD-LOOKING INFORMATION**




This
      report includes forward-looking statements within the meaning of Section 27A
      of
      the Securities Act of 1933, as amended, and Section 21E of the Securities
      Exchange Act of 1934, as amended. Such forward-looking statements include
      statements regarding, among others, (a) our expectations about possible business
      combinations, (b) our growth strategies, (c) our future financing plans, and
      (d)
      our anticipated needs for working capital. Forward-looking statements, which
      involve assumptions and describe our future plans, strategies, and expectations,
      are generally identifiable by use of the words “may,” “will,” should,” “expect,”
“anticipate,” “approximate,” “estimate,” “believe,” “intend,” “plan,” or
“project,” or the negative of these words or other variations on these words or
      comparable terminology. This information may involve known and unknown risks,
      uncertainties, and other factors that may cause our actual results, performance,
      or achievements to be materially different from the future results, performance,
      or achievements expressed or implied by any forward-looking statements. These
      statements may be found in this report. Actual events or results may differ
      materially from those discussed in forward-looking statements as a result of
      various factors, including, without limitation, the risks described in this
      report. In light of these risks and uncertainties, the events anticipated in
      the
      forward-looking statements may or may not occur.




Forward-looking
      statements are based on our current expectations and assumptions regarding
      our
      business, the economy and other future conditions. Because forward-looking
      statements relate to the future, by their nature, they are subject to inherent
      uncertainties, risks and changes in circumstances that are difficult to predict.
      Our actual results may differ materially from those contemplated by the
      forward-looking statements. No one should rely on any of these forward-looking
      statements as statements of historical fact or as guarantees or assurances
      of
      future performance. Important factors that could cause actual results to differ
      materially from those in the forward-looking statements include regional,
      national or global political, economic, business, competitive, market and
      regulatory conditions and the following:


·
              our
                  status as a development stage
                  company;
  ·
              our
                  dissolution or liquidation prior to a business
                  combination;
  ·
              the
                  reduction of the proceeds held in the trust account due to third
                  party
                  claims;
  ·
              our
                  selection of a prospective target business or
                  asset;
  ·
              our
                  issuance of our capital shares or incurrence of debt to consummate
                  a
                  business combination;
  ·
              our
                  ability to consummate an attractive business combination due to
                  our
                  limited resources and the significant competition for business
                  combination
                  opportunities;
  ·
              our
                  dependence on our key personnel;
  ·
              conflicts
                  of interest of our officers, directors and existing
                  investors;
  ·
              potential
                  future affiliations of our officers and directors with competing
                  businesses;
  ·
              our
                  ability to obtain additional financing if
                  necessary;
  ·
              the
                  control by our private stockholders of a substantial interest in
                  us;
  ·
              our
                  common stock becoming subject to the SEC’s penny stock
                  rules;
  ·
              the
                  adverse effect our outstanding warrants may have on the market
                  price of
                  our common shares;
   
  ·
              the
                  existence of registration rights with respect to the securities
                  owned by
                  our private stockholders;
  ·
              our
                  being deemed an investment company;
  ·
              the
                  lack of a market for our
                  securities;
  ·
              costs
                  of complying with United States securities laws and
                  regulations;
  ·
              market
                  risks;
  ·
              risks
                  of acquiring and operating a business outside the United States;
                  and
  ·
              regulatory
                  risks and operational risks.


Any
      forward-looking statement made by us speaks only as of the date on which we
      make
      it, and is expressly qualified in its entirety by the foregoing cautionary
      statements. Factors or events that could cause our actual results to differ
      may
      emerge from time to time, and it is not possible for us to predict all of them.
      We undertake no obligation to publicly update any forward-looking statement,
      except as required by law, whether as a result of new information, future
      developments or otherwise.







**PART
      I**




**ITEM 1.  
      BUSINESS**




**Introduction**




Tailwind
      Financial Inc. is a blank check development stage company organized under the
      laws of the State of Delaware on June 30, 2006. We were formed to acquire,
      through a merger, capital stock exchange, asset or stock acquisition,
      exchangeable share transaction or other similar business combination, one or
      more businesses. Other than interest income, we have not generated revenue
      to
      date. We are considered to be in the development stage and are subject to the
      risks associated with activities of development stage companies. Since our
      initial public offering in April 2007, we have been actively engaged in
      identifying a suitable business combination candidate. We have met with
      potential target companies, service professionals and other intermediaries
      to
      discuss our company, the background of our management and our combination
      preferences. However, as of the date of filing of this report we have not
      consummated any business combination. Unless the context otherwise requires,
      references in this report to “the Company,” “we,” “us,” and “our” refer to
      Tailwind Financial Inc.




A
      registration statement for our initial public offering was declared effective
      on
      April 11, 2007. On April 17, 2007 we sold 12,500,000 units in our initial public
      offering. Each of our units consists of one share of our common stock, $0.001
      par value per share, and one warrant. Each warrant sold in the initial public
      offering entitles the holder to purchase from us one share of common stock
      at an
      exercise price of $6.00. Our units began publicly trading on April 12,
      2007.  Our warrants and common stock have traded separately since May 16,
      2007.  The public offering price of each unit was $8.00, and we generated
      gross proceeds of $100,000,000 in the initial public offering. Of the gross
      proceeds: (i) we deposited $95,300,000 into a trust account at JP Morgan Chase
      Bank, NA, maintained by American Stock Transfer & Trust Company, as trustee,
      which included $3,000,000 of contingent underwriting discount; (ii) the
      underwriters received $4,000,000 as underwriting discount (excluding the
      contingent underwriting discount); and (iii) we retained $600,000 for offering
      expenses, plus $100,000 for working capital. In addition, we deposited into
      the
      trust account $4,700,000 that we received from the issuance and sale of
      4,700,000 warrants to Parkwood Holdings Ltd., an entity owned 37.5% by our
      Chairman, Gordon McMillan, 12.5% by our Chief Executive Officer, Andrew McKay
      and 50% by JovFunds Management Inc. The $100,000,000 held in the trust account
      will not be released until the earlier of (i) the completion of our initial
      business combination or (ii) our liquidation. Therefore, unless and until an
      initial business combination is consummated, the proceeds held in the trust
      account will not be available to us, other than up to $1,600,000 of interest
      income earned on the trust account balance, net of income taxes payable on
      such
      amount, which can be released to us to fund working capital requirements. For
      a
      more complete discussion of our financial information, see the section appearing
      elsewhere in this Annual Report on Form 10-K entitled “Selected Financial
      Data”.




On
      January 8, 2008, we announced that we had entered into an agreement and plan
      of
      merger with Asset Alliance Corporation (“Asset Alliance”), a multi-faceted
      investment management firm specializing in alternative investments, whereby
      we
      would have acquired all of the outstanding common stock of Asset Alliance in
      exchange for shares of our common stock, allowing Asset Alliance to access
      the
      public markets through the proposed transaction with us. On
      August
      6, 2008 we formally provided notice to Asset Alliance of our decision to
      terminate the agreement and plan of merger. On
      August
      27, 2008, we announced that we had signed a non-binding letter of intent with
      GrandUnion Inc., a shipping company headquartered in Piraeus, Greece. The
      non-binding letter of intent contemplates our acquisition of 20 vessels
      operating in the dry bulk industry, including nine new vessels to be delivered
      in 2010 and 2011. The acquisition of the eleven existing vessels is valued
      in
      excess of $600 million.






**Consummating
      a Business Combination**




***General***




We
      were
      formed to acquire, through a merger, capital stock exchange, asset or stock
      acquisition, exchangeable share transaction or other similar business
      combination, one or more businesses. We are not presently engaged in, and we
      will not engage in, any substantive commercial business for an indefinite period
      of time. We intend to utilize the cash derived from our initial public offering,
      our capital stock or a combination of these in consummating a business
      combination. Although substantially all of the net proceeds of our initial
      public offering are intended to be applied generally toward consummating a
      business combination, the proceeds are not otherwise designated for any more
      specific purposes. Accordingly, investors in our company are investing without
      first having an opportunity to evaluate the specific merits or risks of any
      one
      or more business combinations.







Subject
      to the requirement that our business combination must be with a target
      acquisition having a fair market value that is at least 80% of our net assets
      (excluding the amount held in the trust account representing a portion of the
      underwriters’ discount) at the time of such acquisition, there are no
      limitations on the type of investments we can make or the percentage of our
      total assets that may be invested in any one investment. Accordingly, other
      than
      the requirement that our business combination must be with a target acquisition
      having a fair market value that is at least 80% of our net assets (excluding
      the
      amount held in the trust account representing a portion of the underwriters’
discount) at the time of such acquisition, our investment policies may be
      changed from time to time at the discretion of our board of directors, without
      a
      vote of our stockholders. Additionally, no limits have been set on the
      concentration of investments in any location or type of market.




Prior
      to
      consummation of our initial business combination, we are seeking to have all
      third parties, including any vendors, prospective target businesses and other
      entities with whom we engage in business, enter into 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. In the event that
      a
      third party refuses to enter into such a waiver, our decision to engage that
      third party would be based on our management’s determination that we would be
      unable to obtain, on a reasonable basis, substantially similar services or
      opportunities from another entity willing to enter into such a
      waiver.




***We
      have not consummated any business combination***




We
      have
      met with target companies, service professionals and other intermediaries to
      discuss our company, the background of our management and our combination
      preferences. However, as of the date of filing of this report we have not
      consummated any business combination. Subject to the requirement that our
      initial business combination must be with one or more businesses with an
      aggregate fair market value equal to at least 80% of our net assets (excluding
      the amount held in the trust account representing a portion of the underwriters’
discount) at the time of the business combination, we have virtually
      unrestricted flexibility in identifying and selecting prospective target
      business candidates. Accordingly, investors have no basis to evaluate the
      possible merits or risks of the target businesses with which we may ultimately
      complete a business combination. Our acquisition criteria are similar to those
      of other blank check companies.




***Sources
      of target business***




We
      believe that there are numerous acquisition candidates. Unaffiliated sources
      may
      introduce us to target acquisitions they think we may be interested in on an
      unsolicited basis. Our officers and directors and their affiliates, may bring
      to
      our attention target candidates of which they become aware through their
      business contacts as a result of formal or informal inquiries or discussions
      they may have. In no event will we pay any of our existing officers, directors
      or private stockholders any finder’s fee, consulting fee or other compensation
      prior to, or for any services they render in order to consummate a business
      combination, provided, however, that, although no agreement or arrangement
      is
      currently in place or contemplated, Genuity Financial Group or its subsidiaries
      (affiliated with our director Robert Penteliuk) are not prohibited from earning
      a fee in connection with our initial business combination.




***Selection
      of target acquisition and structuring of a business
      combination***




Subject
      to the requirement that our business combination must be with a target
      acquisition having a fair market value that is at least 80% of our net assets
      (excluding the amount held in the trust account representing a portion of the
      underwriters’ discount) at the time of such acquisition, our management will
      have virtually unrestricted flexibility in identifying and selecting prospective
      target acquisitions. We have not established any other specific attributes
      or
      criteria (financial or otherwise) for prospective target acquisitions. In
      evaluating a prospective target acquisition, our management will consider,
      among
      other factors, the following:




-2-


•
            companies
                with strong growth prospects and/or cost reduction opportunities
                with a
                need for capital;




•
            demonstrated
                track records of growth in revenues and cash
                flow;




•
            involvement
                in an industry that lacks companies with dominant market
                share;




•
            well-developed
                risk management culture and willingness to
                expand;




•
            a
                market which requires a high degree of financial or technical skills
                and
                resources to enter the market;
                and/or




•
            experienced
                management groups with operating experience growing
                companies.




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




***Fair
      market value of target acquisition***




The
      initial target acquisition that we acquire must have a fair market value equal
      to at least 80% of our net assets (excluding the amount held in the trust
      account representing a portion of the underwriters’ deferred discount) at the
      time of such acquisition, subject to the conversion rights described below,
      although we may acquire a target acquisition whose fair market value
      significantly exceeds 80% of our net assets. To accomplish this, we may seek
      to
      raise additional funds through credit facilities or other secured financings
      or
      a private offering of debt or equity securities if such funds are required
      to
      consummate such a business combination, although we have not entered into any
      such fund raising arrangement and do not currently anticipate effecting such
      a
      financing other than in connection with the consummation of the business
      combination. The fair market value of our initial target acquisition will be
      determined by our board of directors based upon standards generally accepted
      by
      the financial community, such as actual and potential sales, earnings and cash
      flow and book value. If our board is not able to independently determine that
      the target acquisition has a sufficient fair market value, we will obtain an
      opinion from an unaffiliated, independent third party appraiser, which may
      or
      may not be an investment banking firm that is a member of FINRA with respect
      to
      the satisfaction of such criteria. We will not be required to obtain an opinion
      from a third party as to the fair market value if our board of directors
      independently determines that the target acquisition complies with the 80%
      threshold unless there is a conflict of interest with respect to the
      transaction. Nevertheless we reserve the right to obtain an opinion from an
      unaffiliated, independent third party appraiser if we deem it appropriate,
      for
      example, in the event of a potential conflict of interest.




Although
      neither our second amended and restated certificate of incorporation nor
      Delaware law prohibit us from infusing an acquisition target with our own
      capital prior to an acquisition to enable the acquisition to meet the 80% of
      our
      net assets threshold for its fair market value, we will not do so. We believe
      this provision to be an obligation of our company to its stockholders and that
      investors will make a decision about investing in our company, relying, at
      least
      in part, on this provision.




-3-


***Possible
      lack of business diversification***




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




•
            subject
                us to numerous economic, competitive and regulatory developments,
                any or
                all of which may have a substantial adverse impact upon the particular
                industry in which we may operate subsequent to a business combination;
                and




•
            result
                in our dependency upon the development or market acceptance of a
                single or
                limited number of products, processes or
                services.




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




***Limited
      ability to evaluate the target business’ management***




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




***Opportunity
      for stockholder approval of business combination***




Prior
      to
      the consummation of our 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 second amended and restated certificate
      of
      incorporation to provide for our corporate life to continue perpetually
      following the consummation of a business combination. Any vote to extend the
      corporate life to continue perpetually following the consummation of a business
      combination will be taken only if the business combination is approved. We
      will
      only consummate a business combination if stockholders vote both in favor of
      the
      business combination and an amendment to extend our corporate life. In
      connection with seeking stockholder approval of a business combination and
      the
      extension of our corporate existence, we will furnish our stockholders with
      proxy solicitation materials prepared in accordance with the Securities Exchange
      Act of 1934, as amended, or the Exchange Act, which, among other matters, will
      include a description of the operations of the target business and historical
      financial statements of the business.




In
      connection with the vote required for any business combination, our private
      stockholders will have agreed, pursuant to letter agreements entered into prior
      to the consummation of the offering, to vote all of the shares of common stock
      owned by them immediately prior to the offering in accordance with the majority
      of the shares of common stock voted by the public stockholders. This voting
      arrangement shall not apply to shares included in units purchased in the
      offering or purchased following the offering in the open market by our private
      stockholders. Accordingly, they may vote these shares on a proposed business
      combination any way they choose. 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 30% of the shares sold in the offering both
      exercise their conversion rights and vote against the business
      combination.




-4-


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




***Conversion
      rights***




At
      the
      time we seek stockholder approval of any business combination, we will offer
      each public stockholder the right to have his, her or its shares of common
      stock
      converted to cash if the stockholder votes against the business combination
      and
      the business combination is approved and consummated. Our private stockholders
      will not have such conversion rights with respect to any shares of common stock
      owned by them, directly or indirectly, prior to the offering; they will have
      the
      right with respect to any shares of our common stock that they may acquire
      in
      connection with or following the offering. The actual per-share conversion
      price
      will be equal to the amount in the trust account (including a pro rata portion
      of the underwriters’ discount), which shall include $4,700,000 from the private
      sale of warrants, net of (1) income taxes payable on the interest income on
      the trust account, and (2) up to $1,600,000 of interest income earned on
      the trust account balance, net of income taxes payable on this amount, released
      to us to fund working capital requirements (calculated as of two business days
      prior to the consummation of the proposed business combination), divided by
      the
      number of units sold in the offering. Without taking into account any interest
      earned on the trust account, the initial per-share conversion price would be
      $8.00. An eligible stockholder may request conversion at any time after the
      mailing to our stockholders of the proxy statement and prior to the vote taken
      with respect to a proposed business combination at a meeting held for that
      purpose, but the request will not be granted unless the stockholder votes
      against the business combination and the business combination is approved and
      consummated. Any request for conversion, once made, may be withdrawn at any
      time
      up to the date of the meeting. It is anticipated that the funds to be
      distributed to stockholders entitled to convert their shares who elect
      conversion will be distributed promptly after consummation of a business
      combination. Public stockholders who convert their stock into their share of
      the
      trust account still have the right to exercise any warrants that they still
      hold. We will not consummate any business combination if public stockholders
      owning 30% or more of the shares sold in the offering both exercise their
      conversion rights and vote against the business combination.




***Dissolution
      and/or liquidation if no business combination***




If
      we do
      not consummate a business combination by October 17, 2008, or if a letter of
      intent, agreement in principle or definitive agreement has not been executed
      by
      such date, our second amended and restated certificate of incorporation provides
      that our corporate powers will automatically thereafter be limited to acts
      and
      activities relating to dissolving and winding up our affairs, including
      liquidation, and we will not be able to engage in any other business activities.
      Pursuant to Delaware law, our dissolution also requires the affirmative vote
      of
      stockholders owning a majority of our then outstanding common stock. In order
      to
      solicit such stockholder approval, (i) our board of directors will cause to
      be prepared a preliminary proxy statement setting forth the board of directors’
recommendation that we dissolve; (ii) we would expect that on the date that
      the board of directors adopts such recommendation, we would file the preliminary
      proxy statement with the Securities and Exchange Commission, or SEC;
      (iii) if the SEC does not review the preliminary proxy statement, then
      approximately 10 days following the filing of the preliminary proxy
      statement, we will mail a definitive proxy statement to our stockholders, and
      approximately 30 days following the date of such mailing we will convene a
      meeting of our stockholders at which they will either approve or reject our
      dissolution; and (iv) if the SEC does review the preliminary proxy
      statement, we currently estimate that we will receive their comments
      approximately 30 days following the filing of the preliminary proxy
      statement. We will mail a definitive proxy statement to our stockholders
      following the conclusion of the comment and review process (the length of which
      we cannot predict with any certainty), and we will convene a meeting of our
      stockholders at which they will either approve or reject our dissolution. In
      the
      event that we do not initially obtain approval for our dissolution by
      stockholders owning a majority of our outstanding common stock, we will continue
      to take all reasonable actions to obtain such approval, which may include
      adjourning the meeting from time to time to allow us to obtain the required
      vote
      and retaining a proxy solicitation firm to assist us in obtaining such vote.
      However, we cannot guarantee that our stockholders will approve our dissolution
      in a timely manner or at all. However, in any event, our second amended and
      restated certificate of incorporation also provides that our corporate existence
      will cease on April 17, 2009 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 obtain formal stockholder approval of our dissolution and
      liquidation and to file a certificate of dissolution with the Delaware Secretary
      of State.




-5-


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




Our
      private stockholders have waived their rights to participate in any distribution
      with respect to shares of common stock owned by them immediately prior to our
      initial public offering upon our dissolution and/or liquidation prior to a
      business combination. In addition, the underwriters have agreed to waive their
      rights to $3,000,000 of deferred underwriting discounts and commissions
      deposited in the trust account in the event we do not timely consummate a
      business combination and dissolve and/or liquidate. There will be no
      distribution from the trust account with respect to our outstanding warrants,
      which will expire worthless if we dissolve and/or liquidate before the
      consummation of a business combination.




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. Although, if we dissolve and liquidate
      prior to our corporation ceasing to exist in accordance with our second amended
      and restated certificate of incorporation, we will make liquidating
      distributions to our stockholders as soon as reasonably possible as part of
      our
      plan of dissolution and distribution, we do not intend to comply with those
      procedures. As such, our stockholders could potentially be liable for any claims
      to the extent of distributions received by them in a dissolution and any such
      liability of our stockholders will likely extend beyond the third anniversary
      of
      such dissolution. Because we will not be complying with Section 280, we
      will seek stockholder approval to comply with Section 281(b) of the
      Delaware General Corporation Law, requiring us to adopt a plan of dissolution
      that will provide for our payment, based on facts known to us at such time,
      of
      (i) all existing claims, (ii) all pending claims and (iii) all
      claims that may be potentially brought against us within the subsequent
      10 years. However, because we are a blank check company, rather than an
      operating company, and our operations will be limited to searching for
      prospective target businesses to acquire, the only likely claims to arise would
      be from our service providers (such as accountants, lawyers, investment bankers,
      etc.) or potential target businesses. As described above, we intend to have
      all
      providers of goods and services, prospective target businesses and 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 further
      information on the statutory dissolution procedures, see “Proposed
      Business—Consummating a Business Combination—Dissolution and/or liquidation if
      no business combination.”




-6-


If
      we
      were to expend all of the net proceeds of our initial public offering, other
      than the proceeds deposited in the trust account, and without taking into
      account interest, if any, earned on the trust account, the initial per-share
      liquidation price would be $8.00 (of which approximately $0.24 per share is
      attributable to the underwriters’ discount). The proceeds deposited in the trust
      account could, however, become subject to the claims of our creditors, if any,
      which could have higher priority than the claims of our public stockholders.
      These creditors could include our directors and officers to the extent they
      are
      entitled to indemnification under our second amended and restated certificate
      of
      incorporation. We cannot assure investors that the actual per-share liquidation
      price will not be less than $8.00, plus interest (net of taxes payable, which
      taxes, if any, should be paid from the trust account, and net of any amounts
      that may be released to us to fund our working capital requirements), due to
      claims of creditors. Although we will seek to have all vendors, prospective
      target businesses or other entities we engage execute agreements with us waiving
      any right, title, interest or claim of any kind in or to any monies held in
      the
      trust account for the benefit of our public stockholders, there is no guarantee
      that they will execute such agreements or even if they execute such agreements
      that they would be prevented from bringing claims against the trust account.
      If
      any third party refused to execute an agreement waiving such claims to the
      monies held in the trust account, we would perform an analysis of the
      alternatives available to us if we chose not to engage such third party and
      evaluate if such engagement would be in the best interest of our stockholders
      if
      such third party refused to waive such claims. Examples of possible instances
      where we may engage a third party that refused to execute a waiver include
      the
      engagement of a third party consultant whose particular expertise or skills
      are
      believed by management to be significantly superior to those of other
      consultants that would agree to execute a waiver or in cases where management
      is
      unable to find a provider of required services willing to provide the waiver.
      In
      any event, our management would perform an analysis of the alternatives
      available to it and would only enter into an agreement with a third party that
      did not execute a waiver if management believed that such third party’s
      engagement would be significantly more beneficial to us than any alternative.
      In
      addition, there is no guarantee that such entities will agree to waive any
      claims they may have in the future as a result of, or arising out of, any
      negotiations, contracts or agreements with us and will not seek recourse against
      the trust account for any reason. Gordon A. McMillan, Andrew A. McKay
      and JovFunds each have jointly and severally entered into a binding agreement
      stating that if we dissolve and/or liquidate prior to a business combination,
      they will be liable to ensure that the proceeds in the trust account are not
      reduced by the claims of vendors for services rendered or products sold to
      us,
      as well as claims of prospective target businesses for fees and expenses of
      third parties that we agree in writing to pay in the event we do not consummate
      a combination with such business in excess of the net proceeds of our initial
      public offering not held in the trust account. Additionally, the underwriters
      have agreed to forfeit any rights or claims against the proceeds held in the
      trust account which includes a portion of their underwriters’ discount. We
      cannot assure investors, however, that Messrs. McMillan and McKay and
      JovFunds would be able to satisfy such obligations.




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. To the extent any bankruptcy claims deplete the trust
      account, we cannot assure investors we will be able to return to our public
      stockholders at least $8.00 per share. 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 April 17, 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 may be viewed as having breached their fiduciary duties
      to our creditors and/or may have acted in bad faith, and thereby exposing itself
      and our company to claims of punitive damages, by paying public stockholders
      from the trust account prior to addressing the claims of creditors. We cannot
      assure investors that claims will not be brought against us for these
      reasons.




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




-7-


**Second
      Amended and Restated Certificate of Incorporation**




Our
      second amended and restated certificate of incorporation provides that our
      corporate existence will cease on April 17, 2009 and thereafter our
      activities will be limited to winding up our affairs and liquidating in
      accordance with Section 278 of the Delaware General Corporation Law. This
      provision may be amended to extend our corporate existence only in connection
      with a proposal to our stockholders to approve a business combination. In
      addition, our second amended and restated certificate of incorporation contains
      certain requirements and restrictions that apply to us until the consummation
      of
      a business combination. Pursuant to our second amended and restated certificate
      of incorporation, these conditions cannot be amended without the consent of
      95%
      in interest of our stockholders. Specifically, our second amended and restated
      certificate of incorporation provides, among other things, that:




•
            upon
                consummation of our initial public offering, a certain amount of
                the
                offering proceeds would be placed into the trust account, which proceeds
                may not be disbursed from the trust account except in connection
                with a
                business combination or thereafter, upon our dissolution and liquidation
                or as otherwise permitted in the second amended and restated certificate
                of incorporation;




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




•
            we
                may consummate the business combination if approved and public
                stockholders owning less than 30% of the shares sold in the offering
                vote
                against the business combination and exercise their conversion
                rights;




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




•
            if
                a business combination is not consummated or a letter of intent,
                an
                agreement in principle or a definitive agreement is not signed within
                the
                time periods specified therein, our corporate purposes and powers
                will
                immediately thereupon be limited to acts and activities relating
                to
                dissolving and winding up our affairs, including liquidation, and
                we will
                not be able to engage in any other business
                activities;




•
            upon
                our dissolution, we will distribute to our public stockholders their
                pro
                rata share of the trust account in accordance with the trust agreement
                and
                the requirements of the Delaware General Corporation Law;
                and




•
            we
                may not consummate any other merger, acquisition, asset purchase
                or
                similar transaction prior to the business
                combination.




Pursuant
      to the underwriting agreement that we entered into with the underwriters in
      connection with our initial public offering, we agreed not to take any action
      to
      amend or modify the provisions set forth in the foregoing paragraph prior to
      the
      consummation of a business combination. While our board of directors is not
      prohibited by either Delaware law or our second amended and restated certificate
      of incorporation from amending these provisions prior to consummation of a
      business combination if we obtain the consent of holders of 95% of our common
      stock, or from amending the underwriting agreement to eliminate these
      prohibitions, we believe these provisions to be obligations of our company
      to
      its stockholders and that investors will make an investment in our company
      relying, at least in part, on the enforceability of the rights and obligations
      set forth in these provisions including, without limitation, the agreement
      regarding any amendment or modification of such provisions. As a result, the
      board of directors will not, and pursuant to the underwriting agreement (which
      the company will not amend to allow) cannot, at any time prior to the
      consummation of a business combination, propose any amendment to or modification
      of our second amended and restated certificate of incorporation relating to
      any
      of the foregoing provisions and will not support, directly or indirectly, or
      in
      any way endorse or recommend that stockholders approve an amendment or
      modification to such provisions.




-8-


**Competition**




We
      expect
      to encounter intense competition from other entities having a business objective
      similar to ours, including private investors (which may be individuals or
      investment partnerships), and other blank check companies. Many of these
      individuals and entities are well established and have extensive experience
      identifying and consummating 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. While we believe there
      may
      be numerous potential target acquisitions that we could acquire, our ability
      to
      compete in acquiring certain sizable target acquisitions will be limited by
      our
      available financial resources. This inherent competitive limitation gives others
      an advantage in pursuing the acquisition of a target. Further, the following
      may
      not be viewed favorably by certain targets:




•
            our
                obligation to seek stockholder approval of a business combination
                may
                delay the consummation of a
                transaction;




•
            our
                obligation to convert into cash shares of common stock held by our
                public
                stockholders to such holders that both vote against the business
                combination and exercise their conversion rights may reduce the resources
                available to us for a business combination;
                and




•
            our
                outstanding warrants and option, and the potential future dilution
                they
                represent.




Any
      of
      these factors may place us at a competitive disadvantage in successfully
      negotiating a business combination. Our management believes, however, that
      our
      status as a public entity and potential access to the United States public
      equity markets may give us a competitive advantage over privately-held entities
      having a similar business objective as ours in acquiring a target acquisition
      with significant growth potential on favorable terms.




If
      we
      succeed in consummating a business combination, there will be, in all
      likelihood, intense competition from competitors of the target acquisition.
      We
      cannot assure investors that, subsequent to a business combination, we will
      have
      the resources or ability to compete effectively.




**Facilities**




We
      maintain our principal executive offices at Brookfield Place, 181 Bay Street,
      Suite 2040, Toronto, Ontario, Canada M5J 2T3. The cost for this
      approximately 1,500 square feet of space is included in the $7,500 monthly
      fee that Parkwood Holdings Ltd., a company that is wholly owned by
      Messrs. McMillan and McKay and JovFunds, or an affiliate of Parkwood
      Holdings Ltd., is charging us for general and administrative services, including
      office space, utilities and administrative support, which commenced on the
      effective date of our initial public offering and will terminate upon
      consummation of our business combination or the distribution of the trust
      account to our public stockholders. We believe, based on fees for similar
      services in the Toronto, Ontario metropolitan area, that the fee charged by
      Parkwood Holdings Ltd., or an affiliate of Parkwood Holdings, Ltd., is at least
      as favorable as we could have obtained from an unaffiliated person. We consider
      our current office space, combined with the other office space otherwise
      available to our executive officers, adequate for our current
      operations.




-9-


**Employees**




We
      have
      three executive officers. None of our officers, upon whom we will be dependent
      prior to consummating a business combination, has entered into an employment
      agreement with us and none are obligated to devote any specific number of hours
      to our matters and intend to devote only as much time as they deem necessary
      to
      our affairs. The amount of time they will devote in any time period will vary
      based on whether a target acquisition has been selected for the business
      combination and the stage of the business combination process we are in.
      Accordingly, once management locates a suitable target acquisition to acquire
      they will spend more time investigating such target acquisition and negotiating
      and processing the business combination (and consequently more time to our
      affairs) than they would prior to locating a suitable target acquisition.
      Additionally, we have engaged a consultant to help us conduct our assessment
      of
      potential acquisition targets. We do not intend to have any full time employees
      prior to the consummation of a business combination.




**Legal
      Proceedings**




To
      the
      knowledge of management, there is no litigation currently pending or
      contemplated against us or any of our officers or directors in their capacity
      as
      such.




**Code
      of Ethics**




We
      have
      adopted a code of ethics that applies to directors, officers and employees
      and
      which can be found on our website at www.tailwindfc.com.




**Available
      Information**




We
      file
      with or submit to the SEC annual, quarterly and current periodic reports, proxy
      statements and other information meeting the informational requirements of
      the
      Exchange Act. We provide access free of charge to these materials on our website
      at www.tailwindfc.com as soon as reasonably practicable after filing with the
      SEC and will provide, at no additional charge, copies of these reports, proxy
      and information statements and other information upon request to our address
      at
      Brookfield Place, 181 Bay Street, Suite 2040, Toronto, Ontario, Canada
      M5J 2T3, or by telephone at (416) 601-2422. These reports, proxy
      statements and other information, and related exhibits and schedules may also
      be
      inspected and copied at the Public Reference Room of the SEC at 100 F Street,
      NE, Washington, D.C. 20549. Information on the operation of the Public Reference
      Room may be obtained by calling the SEC at 1-800-SEC-0330. In addition, the
      SEC
      maintains an Internet site that contains reports, proxy and information
      statements and other information filed electronically by us with the SEC which
      are available at http://www.sec.gov.




-10-


**ITEM 1A.  
      RISK FACTORS**




*Investing
      in our securities involves a high degree of risk. Prospective investors should
      carefully consider the following risk factors and all other information
      contained in this prospectus before making a decision to invest in our units.
      We
      have not signed a definitive agreement with a target business. If any of the
      following risks occur, our business, financial condition or results of
      operations may be materially and adversely affected. In that event, the trading
      price of our securities could decline, and an investor could lose all or part
      of
      his investment.*




**Risks
      Related to Our Business**




**We
      are a development stage company with no operating history and, accordingly,
      there is no basis on which to evaluate our ability to achieve our business
      objective.**




We
      are a
      development stage company with no operating results to date. Therefore, our
      ability to begin operations is dependent upon obtaining financing through the
      public offering of our securities. Since we do not have an operating history,
      there is no basis upon which to evaluate our ability to achieve our business
      objective, which is to consummate a business combination. We will not generate
      any revenues until, at the earliest, after the consummation of a business
      combination.




**The
          report of the independent registered public accounting firm that audited
          our
          financial statements includes a “going concern” explanatory paragraph due to the
          possibility that we may not consummate a business combination within the
          required time frame, which will require us to dissolve and
          liquidate.**
  The
          audit
          report in our financial statements for the year ended June 30, 2008, includes
          an
          explanatory paragraph that states that due to the possibility that a business
          combination may not be consummated within the required timeframe, there
          is
“substantial doubt” about our ability to continue as a going concern. We must
          complete a business combination with a fair market value of at least 80%
          of our
          net assets (excluding the amount held in the trust account representing
          a
          portion of the underwriters’ deferred discount) at the time of acquisition by
          October 17, 2008 (i.e., 18 months after the completion of our initial
          public offering) or by April 17, 2009 (i.e., 24 months after the completion
          of our initial public offering) if a letter of intent, agreement in principle
          or
          definitive agreement has been executed by October 17, 2008).




**If
      we are forced to dissolve and/or liquidate before a business combination and
      distribute the trust account, our public stockholders may receive less than
      $8.00 per share and our warrants will expire worthless.**




We
      must
      consummate a business combination with a fair market value of at least 80%
      of
      our net assets at the time of acquisition (excluding the amount held in the
      trust account representing a portion of the underwriters’ discount), or
      $77,600,000, excluding accrued interest not released to us to fund working
      capital requirements, or execute a letter of intent agreement in principle
      or
      definitive agreement by October 17, 2008 and, in any event, our corporate
      existence will cease on April 17, 2009 if we do not obtain stockholder
      approval to extend our existence in connection with the approval of a business
      combination. If we are unable to consummate a business combination within the
      prescribed time frames and are forced to dissolve and/or liquidate our assets,
      the per-share liquidation distribution may be less than $8.00. Furthermore,
      there will be no distribution from the trust account with respect to our
      outstanding warrants which will expire worthless if we dissolve and/or liquidate
      before the consummation of a business combination.




**If
      we are unable to find a suitable target acquisition that would result in a
      business combination, the funds being held in the trust account may not be
      returned to investors for quite some time.**




We
      may
      not be able to find a suitable target acquisition which would result in a
      business combination. In such event, we will not be required to dissolve and
      liquidate until October 17, 2008, although our corporate existence will cease
      in
      any event on April 17, 2009 except for the purposes of winding up our affairs
      and liquidating pursuant for Section 278 of the Delaware General
      Corporation Law. As a result, in the event we fail to find a suitable target
      acquisition, the funds being held in the trust account may not be returned
      to
      investors for as long as two years plus the time required to effect our
      dissolution and/or liquidation.




**If
      we do not timely consummate a business combination or execute a letter of
      intent, agreement in principle or definitive agreement by the October 17, 2008
      deadline, we will be required to dissolve, but such dissolution requires the
      approval of holders of a majority of our outstanding stock in accordance with
      Delaware law. Without this stockholder approval, we will not be able to dissolve
      and liquidate until at least after our corporate existence ceases on April
      17,
      2009.**




If
      we do
      not consummate a business combination or execute a letter of intent, agreement
      in principle or definitive agreement by the October 17, 2008 deadline, our
      second amended and restated certificate of incorporation provides that our
      corporate powers will automatically thereafter be limited to acts and activities
      relating to dissolving and winding up our affairs, including liquidation, and
      we
      will not be able to engage in any other business activities. Pursuant to
      Delaware law, our dissolution also requires the affirmative vote of stockholders
      owning a majority of our then outstanding common stock. In order to solicit
      such
      stockholder approval: (i) our board of directors will cause to be prepared
      a preliminary proxy statement setting forth the board of directors’
recommendation that we dissolve; (ii) we would expect that on the date that
      the board of directors adopts such recommendation, we would file the preliminary
      proxy statement with the SEC; (iii) if the SEC does not review or notify us
      that they will review the preliminary proxy statement, then approximately
      10 days following the filing of the preliminary proxy statement, we will
      mail a definitive proxy statement to our stockholders, and approximately
      30 days following the date of such mailing we will convene a meeting of our
      stockholders at which they will either approve or reject our dissolution; and
      (iv) if the SEC does review the preliminary proxy statement, we currently
      estimate that we will receive their comments approximately 30 days
      following the filing of the preliminary proxy statement. We will mail a
      definitive proxy statement to our stockholders following the conclusion of the
      comment and review process (the length of which we cannot predict with any
      certainty), and we will convene a meeting of our stockholders at which they
      will
      either approve or reject our dissolution.




-11-


In
      the
      event that we do not initially obtain approval for our dissolution by
      stockholders owning a majority of our outstanding common stock, we will continue
      to take all reasonable actions to obtain such approval, which may include
      adjourning the meeting from time to time to allow us to obtain the required
      vote
      and retaining a proxy solicitation firm to assist us in obtaining such vote.
      However, we cannot guarantee that our stockholders will approve our dissolution
      in a timely manner or ever approve our dissolution. If we are not able to obtain
      approval from a majority of our stockholders, we cannot liquidate until at
      least
      April 17, 2009 and we will not be able to distribute funds from our trust
      account to holders of our common stock sold in the offering until after such
      date.




**If
      the proceeds to us from our initial public offering not held in the trust
      account together with interest earned on the trust account available to us
      are
      insufficient to allow us to operate until at least April 17, 2009, we may not
      be
      able to consummate a business combination.**




We
        currently believe that the funds outside the trust account available to us
        from
        the proceeds of our initial public offering together with up to $1,600,000
        of
        interest earned on the trust account that may be released to us along with
        anticipated funding from our initial stockholders will be sufficient to allow
        us
        to operate until at least April 17, 2009, assuming that a business combination
        is not consummated during that time. However, we cannot assure investors
        that
        our estimates will be accurate. We could use a portion of these funds to
        pay due
        diligence costs in connection with a potential business combination or to
        pay
        fees to consultants to assist us with our search for a target acquisition.
        We
        could also use a portion of these funds as a down payment or to fund a “no-shop”
provision (a provision in letters of intent designed to keep target acquisitions
        from “shopping” around for transactions with others on terms more favorable to
        such target acquisitions) with respect to a particular proposed business
        combination, although we do not have any current intention to do so. If we
        entered into such a letter of intent where we paid for the right to receive
        exclusivity from a target acquisition and were subsequently required to forfeit
        such funds (whether as a result of our breach or otherwise), we might not
        have
        sufficient funds to continue searching for, or conduct due diligence with
        respect to any other potential target acquisitions.




**Investors
      will not be entitled to protections normally afforded to investors of blank
      check companies.**




Since
      the
      net proceeds of our initial public offering are intended to be used to
      consummate a business combination with an unidentified target acquisition,
      we
      may be deemed to be a “blank check” company under the United States securities
      laws. However, since we have net tangible assets in excess of $5,000,000 and
      filed a Current Report on Form 8-K with the SEC promptly following
      consummation of our initial public offering including an audited balance sheet
      demonstrating this fact, we are exempt from rules promulgated by the SEC to
      protect investors of blank check companies, such as Rule 419. Accordingly,
      investors will not be afforded the benefits or protections of those rules.
      Because we are not subject to these rules, including Rule 419, we have a
      longer period of time to consummate a business combination in certain
      circumstances than we would if we were subject to such rule.




**Unlike
      most other blank check offerings, we allow up to approximately 29.99% of our
      public stockholders to exercise their conversion rights. This higher threshold
      will make it easier for us to consummate a business combination with which
      certain investors may not agree, and certain investors may not receive the
      full
      amount of their original investment upon exercise of their conversion
      rights.**




-12-


When
      we
      seek stockholder approval of a business combination, we will offer each public
      stockholder (but not our private stockholders with respect to any shares they
      owned prior to the consummation of our initial public offering) the right to
      have his, her or its shares of common stock converted to cash if the stockholder
      votes against the business combination and the business combination is approved
      and consummated. We will consummate the initial business combination only if
      the
      following two conditions are met: (i) a majority of the shares of common
      stock voted by the public stockholders are voted in favor of the business
      combination and (ii) public stockholders owning 30% or more of the shares
      sold in our initial public offering do not vote against the business combination
      and exercise their conversion rights. Most other blank check companies have
      a
      conversion threshold of 20%, which makes it more difficult for such companies
      to
      consummate their initial business combination. Thus, because we permit a larger
      number of stockholders to exercise their conversion rights, it will be easier
      for us to consummate an initial business combination with a target business
      which certain investors may believe is not suitable for us, and certain
      investors may not receive the full amount of their original investment upon
      exercise of their conversion rights.




**Unlike
      most other blank check offerings, we allow up to approximately 29.99% of our
      public stockholders to exercise their conversion rights. The ability of a larger
      number of our stockholders to exercise their conversion rights may not allow
      us
      to consummate the most desirable business combination or optimize our capital
      structure.**




When
      we
      seek stockholder approval of a business combination, we will offer each public
      stockholder (but not our private stockholders with respect to any shares they
      owned prior to the consummation of our initial public offering) the right to
      have his, her or its shares of common stock converted to cash if the stockholder
      votes against the business combination and the business combination is approved
      and consummated. Such holder must both vote against such business combination
      and then exercise his, her or its conversion rights to receive a pro rata share
      of the trust account. Unlike most other blank check offerings which have a
      20%
      threshold, we allow up to approximately 29.99% of our public stockholders to
      exercise their conversion rights. Accordingly, if our business combination
      requires us to use substantially all of our cash to pay the purchase price,
      because we will not know how many stockholders may exercise such conversion
      rights, we may either need to reserve part of the trust account for possible
      payment upon such conversion, or we may need to arrange third party financing
      to
      help fund our business combination in case a larger percentage of stockholders
      exercise their conversion rights than we expect. In the event that the
      acquisition involves the issuance of our stock as consideration, we may be
      required to issue a higher percentage of our stock to make up for a shortfall
      in
      funds. Raising additional funds to cover any shortfall may involve dilutive
      equity financing or incurring indebtedness at higher than desirable levels.
      This
      may limit our ability to effectuate the most attractive business combination
      available to us.




**If
      third parties bring claims against us, the proceeds held in the trust account
      could be reduced and the per-share liquidation price received by stockholders
      will be less than the $8.00 per share held in the trust
      account.**




Our
      placing of funds in the trust account may not protect those funds from third
      party claims against us. Upon our dissolution, we will be required, pursuant
      to
      the Delaware General Corporation Law Sections 280 and 281, to pay or make
      reasonable provision to pay all claims and obligations of the company. These
      claims may include contingent or conditional claims and claims of directors
      and
      officers entitled to indemnification under our second amended and restated
      certificate of incorporation. We intend to pay any claim, to the extent
      sufficient to do so, from our funds not held in the trust account. Although
      we
      will seek to have all vendors, prospective target businesses or other entities
      with which we execute agreements waive any right, title, interest or claim
      of
      any kind in or to any monies held in the trust account for the benefit of our
      public stockholders, there is no guarantee that they will execute such
      agreements, or even if they execute such agreements that they would be prevented
      from bringing claims against the trust account. If any third party refused
      to
      execute an agreement waiving such claims to the monies held in the trust
      account, we would perform an analysis of the alternatives available to us if
      we
      chose not to engage such third party and evaluate if such engagement would
      be in
      the best interest of our stockholders if such third party refused to waive
      such
      claims.




Examples
      of possible instances where we may engage a third party that refused to execute
      a waiver include the engagement of a third party consultant whose particular
      expertise or skills are believed by management to be significantly superior
      to
      those of other consultants that would agree to execute a waiver or in cases
      where management is unable to find a provider of required services willing
      to
      provide the waiver. In any event, our management would perform an analysis
      of
      the alternatives available to it and would only enter into an agreement with
      a
      third party that did not execute a waiver if management believed that such
      third
      party’s engagement would be significantly more beneficial to us than any
      alternative. In addition, there is no guarantee that such entities will agree
      to
      waive any claims they may have in the future as a result of, or arising out
      of,
      any negotiations, contracts or agreements with us and not seek recourse against
      the trust account for any reason. In addition, creditors may seek to interfere
      with the distribution process under state or federal creditor and bankruptcy
      laws. Accordingly, the proceeds held in the trust account could be subject
      to
      claims which could take priority over those of our public stockholders. We
      cannot assure investors that the per-share distribution from the trust account
      will not be less than $8.00 (of which approximately $0.24 per share is
      attributable to the deferred underwriters’ discount), plus interest accrued not
      released to us to fund working capital requirements, due to such claims, or
      that
      there will not be delays in addition to those imposed by our duties to comply
      with Delaware General Corporation Law procedures and federal securities laws
      and
      regulations.




-13-


Additionally,
      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. To the extent any bankruptcy claims deplete
      the
      trust account, we cannot assure investors we will be able to return to our
      public stockholders at least $8.00 per share.




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




Our
      second amended and restated certificate of incorporation provides that we will
      continue in existence only until April 17, 2009. If we have not completed a
      business combination by such date and amended this provision in connection
      thereto, 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, it is our intention to make
      liquidating distributions to our stockholders as soon as reasonably possible
      after April 17, 2009 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 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
      creditors known to us at that time or those that we believe could be potentially
      brought against us within the subsequent 10 years prior to distributing the
      funds held in the trust to stockholders. We cannot assure investors 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 investors that third parties will not seek to
      recover from our stockholders amounts owed to them by us.




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 April 17, 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 may be viewed as having breached their fiduciary
      duties to our creditors and/or may have acted in bad faith, thereby exposing
      itself and our company to claims of punitive damages by paying public
      stockholders from the trust account prior to addressing the claims of our
      creditors. We cannot assure investors that claims will not be brought against
      us
      for these reasons.




-14-


**Since
      we have not yet finalized the target acquisition with which to consummate a
      business combination, we are unable to currently ascertain the merits or risks
      of the business’ operations.**




Our
      stockholders currently have no basis to evaluate the possible merits or risks
      of
      our ultimate target acquisition. Although our management will evaluate the
      risks
      inherent in a particular target acquisition, we cannot assure investors that
      they will properly ascertain or assess all of the significant risk factors.
      We
      also cannot assure investors that an investment in our units will ultimately
      prove to be more favorable to investors than a direct investment, if such
      opportunity were available, in a target acquisition. Except for the limitation
      that a target acquisition have a fair market value of at least 80% of our net
      assets (excluding the amount held in the trust account representing a portion
      of
      the underwriters’ discount) at the time of the acquisition, we will have
      virtually unrestricted flexibility in identifying and selecting a prospective
      acquisition candidate.




**We
      may issue shares of our capital stock, including through convertible debt
      securities, to consummate a business combination, which would reduce the equity
      interest of our stockholders and likely cause a change in control of our
      ownership.**




Our
      amended and restated certificate of incorporation authorizes the issuance of
      up
      to 70,000,000 shares of common stock, par value $0.001 per share, and 5,000,000
      shares of preferred stock, par value $0.01 per share. Currently there are
      approximately 35,925,000 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 5,000,000 shares of
      preferred stock available for issuance. Although we have no current commitment,
      we may issue a substantial number of additional shares of our common or
      preferred stock, or a combination of common and preferred stock, to consummate
      a
      business combination. The issuance of additional shares of our common stock
      or
      any number of shares of our preferred stock:




•
            may
                significantly reduce equity interest for
                investors;




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




•
            will
                likely cause a change in control if a substantial number of our shares
                of
                common stock are issued, which may affect, among other things, our
                ability
                to use our net operating loss carry forwards, if any, and could result
                in
                the resignation or removal of our present officers and directors;
                and




•
            may
                adversely affect prevailing market prices for our common
                stock.




**Our
      ability to successfully consummate a business combination and to be successful
      thereafter will be largely dependent upon the efforts of Gordon A.
      McMillan, our Chairman, Andrew A. McKay, our Chief Executive Officer, John
      Anderson, our Chief Financial Officer, and Philip Armstrong, Robert C.
      Hain, Stephen T. Moore and Robert Penteliuk, our
      directors.**




Our
      ability to successfully consummate a business combination is largely dependent
      upon the efforts of Gordon A. McMillan, our Chairman, Andrew A. McKay,
      our Chief Executive Officer, John Anderson, our Chief Financial Officer, and
      Philip Armstrong, Robert C. Hain, Stephen T. Moore and Robert
      Penteliuk, our directors, as well as the relationship we have with JovFunds.
      We
      have not entered into employment or consultant agreements with
      Messrs. McMillan, McKay, Anderson, Armstrong, Hain, Moore or Penteliuk, or
      obtained “key man” life insurance on their lives. The loss of any of
      Messrs. McMillan’s, McKay’s or Anderson’s services or of those of any of
      our outside directors could have a material adverse effect on our ability to
      successfully achieve our business objectives, including seeking a suitable
      target business with which to consummate a business combination.




-15-


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




Our
      officers and directors are not required to commit their full time to our
      affairs, which could create a conflict of interest when allocating their time
      between our operations and their other commitments. We do not have and do not
      intend to have any full time employees prior to the consummation of a business
      combination. None of our officers and directors are obligated to devote any
      specific number of hours to our affairs. If an officer or director is required
      to devote more substantial amounts of time to his other businesses and affairs,
      it could limit his ability to devote time to our affairs and could have a
      negative impact on our ability to consummate a business combination. We cannot
      assure investors that these conflicts will be resolved in our
      favor.




**Our
      officers and directors currently are, and may in the future become affiliated
      with additional entities that are, engaged in business activities similar to
      those intended to be conducted by us and, accordingly, may have conflicts of
      interest in determining to which entity a particular business opportunity should
      be presented.**




None
      of
      our officers or directors has been or currently is a principal of, or affiliated
      or associated with, a blank check company. However, our officers and directors
      currently are, and may in the future become affiliated with additional entities,
      including other “blank check” companies which may be engaged in activities
      similar to those intended to be conducted by us. Additionally, our officers
      and
      directors may become aware of business opportunities which may be appropriate
      for presentation to us and the other entities to which they owe fiduciary duties
      or other contractual obligations. Specifically, Mr. Penteliuk, one of our
      directors, is a principal of Genuity Capital Markets, a subsidiary of Genuity
      Financial Group. Genuity Capital Markets is a registered broker dealer which
      provides financial advisory services to its clients, which may also be
      appropriate for presentation to us. In addition, Mr. McMillan is the Chairman
      of
      the Board of JovFunds Management Inc., a Canadian asset management firm and
      one
      of our initial stockholders. Mr. Anderson is Chief Financial Officer of Impax
      Energy Services Income Trust, Mr. Armstrong is a director of JovFunds and
      the President, Chief Executive Officer and a Director of Jovian Capital
      Corporation, a TSX Venture Exchange-listed company which invests in
      financial services companies and is the parent company of JovFunds.
      Mr. Hain is the Chairman of City Financial Investment Company Limited, a
      London based investment firm primarily focused on providing mutual funds and
      for
      individual investors in the United Kingdom, Europe and the Middle East and
      Mr. Moore is a trustee of CI Financial Income Fund. Accordingly, our
      officers and directors may have conflicts of interest in determining to which
      entity a particular business opportunity should be presented. We cannot assure
      investors that any of these conflicts will be resolved in our
      favor.




**Genuity
      Financial Group and its subsidiaries are under no legal or contractual
      obligation to identify acquisition opportunities or perform any other services
      on our behalf and Genuity Financial Group and its subsidiaries may take actions
      that conflict with our interests.**




Robert
      Penteliuk, a member of our board, is a principal of Genuity Capital Markets,
      a
      subsidiary of Genuity Financial Group. Because of this relationship,
      Mr. Penteliuk may become aware of potential acquisition candidates.
      However, Mr. Penteliuk, Genuity Financial Group and its subsidiaries do not
      act
      as financial advisor to us and are under no legal or contractual obligation
      to
      perform these or any other services on our behalf. Mr. Penteliuk, Genuity
      Financial Group and its subsidiaries may present acquisition opportunities
      to
      others before they present these opportunities to us. Acquisition candidates
      brought to our attention through Mr. Penteliuk may include clients of
      Genuity Financial Group or its subsidiaries and Genuity Financial Group and
      its
      subsidiaries may have contractual, fiduciary or other obligations to these
      clients which may be inconsistent with, or adverse to, our interests and the
      interests of our stockholders. In addition, nothing precludes
      Mr. Penteliuk, Genuity Financial Group or its subsidiaries from
      representing, investing in or participating in other blank check entities or
      other companies that compete with us for acquisition candidates. Finally, while
      no such agreement or arrangement is currently in place or contemplated, Genuity
      Financial Group or its subsidiaries would not be prohibited from earning a
      fee
      in connection with our initial business combination which could lead to a
      conflict of interest for Mr. Penteliuk.




**Jovian
      Capital Corporation and its subsidiaries are under no legal or contractual
      obligation to perform any services on our behalf and they may take actions
      that
      conflict with our interests.**




-16-


Philip
      Armstrong, a member of our board, is the Chief Executive Officer and President
      and a director of Jovian Capital Corporation. Because of his position with
      Jovian Capital Corporation, Mr. Armstrong may become aware of potential
      acquisition candidates that might be appropriate for us. Mr. Armstrong has
      fiduciary duties to Jovian Capital Corporation which may conflict with our
      interests. Mr. Armstrong, Jovian Capital Corporation and its subsidiaries
      may have pre-existing fiduciary and contractual obligations to other parties
      which may conflict with our interests. For example, in the course of his duties
      for Jovian Capital Corporation, Mr. Armstrong may identify an acquisition
      candidate which could be appropriate for us, but he might be required to present
      that opportunity to Jovian Capital Corporation as a result of his fiduciary
      obligations to Jovian Capital Corporation and its subsidiaries. In addition,
      nothing prohibits Mr. Armstrong, Jovian Capital Corporation or its
      subsidiaries from investing in or participating in other blank check entities
      or
      other companies that compete with us for acquisition candidates. Neither
      Mr. Armstrong nor Jovian Capital Corporation is under any contractual
      obligation to perform any services on our behalf.




**If
      we were to engage in a business combination with one or more target businesses
      that have relationships with our existing stockholders, directors or officers,
      it may raise potential conflicts.**




If
      we
      were to engage in a business combination with one or more target businesses
      that
      have relationships with our existing stockholders, directors or officers, it
      may
      raise potential conflicts. In particular, Robert Penteliuk, in his capacity
      as
      financial advisor to clients of Genuity Financial Group and its subsidiaries,
      may present us with acquisition opportunities on behalf of those clients and,
      although no agreement or arrangement is currently in place or contemplated,
      Genuity Financial Group and its subsidiaries would not be prohibited from
      earning a fee in connection with our initial business combination. Also, the
      completion of a business combination between us and an entity owned by a
      business in which one of our directors or officers may have an interest could
      enhance their prospects for future business from such client. For example,
      because one of our directors is a principal of Genuity Capital Markets, another
      director is President and Chief Executive Officer of Jovian Capital Corporation
      and a director of JovFunds, and because our Chairman is Chairman of the Board
      of
      JovFunds, each may have a conflict of interest in determining whether to
      recommend a business combination in which our officers or directors may have
      an
      interest. In order to avoid such potential conflicts, we will not enter into
      a
      business combination with our officers, directors or private stockholders,
      or an
      entity affiliated with any of them.




**Our
      current officers and directors may resign upon consummation of a business
      combination.**




Upon
      consummation of a business combination, the role of our officers and directors
      in the target business cannot presently be fully ascertained. While it is
      possible that one or more of our officers and directors will remain in senior
      management or as directors following a business combination, we may employ
      other
      personnel following the business combination. If we acquire a target business
      in
      an all cash transaction, it would be more likely that our officers and certain
      of our directors would remain with us if they chose to do so. If a business
      combination were structured as a merger whereby the stockholders of the target
      company were to control the combined company, following a business combination,
      it may be less likely that our officers or directors would remain with the
      combined company unless it was negotiated as part of the transaction via the
      acquisition agreement, an employment agreement or other arrangement. If, as
      a
      condition to a potential business combination, our officers negotiate to be
      retained after the consummation of the business combination, such negotiations
      may result in a conflict of interest. The ability of such individuals 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. In making the determination as to whether
      current management should remain with us following the business combination,
      we
      will analyze the experience and skill set of the target business’ management and
      negotiate as part of the business combination that certain of our officers
      and
      directors remain if it is believed that it is in the best interests of the
      combined company after the consummation of the business combination. Although
      we
      intend to closely scrutinize any additional individuals we engage after a
      business combination, we cannot assure investors that our assessment of these
      individuals will prove to be correct.




**The
      shares of common stock and warrants owned by our private stockholders, officers
      and directors will not participate in liquidation distributions, and a conflict
      of interest may arise in determining whether a particular target acquisition
      is
      appropriate for a business combination.**




-17-


TFC
      Holdings Ltd., an entity owned 97% by Parkwood Holdings Ltd. and 3% by our
      outside directors, Parkwood Holdings Ltd., and our officers and directors
      beneficially own, in the aggregate, 3,125,000 shares of our common stock and
      4,700,000 warrants but have waived their right to receive distributions (other
      than with respect to units they purchased in our initial public offering or
      common stock or warrants they purchase in the aftermarket) upon our dissolution
      and liquidation prior to a business combination. These shares and warrants
      will
      be worthless if we do not consummate a business combination. In addition, the
      3,125,000 shares of common stock and 4,700,000 warrants are held in escrow
      and
      may not be transferred until the first anniversary of the consummation of a
      business combination and ninety days after consummation of a business
      combination, respectively. The personal and financial interests of our private
      stockholders, officers and directors, including their interest in releasing
      these transfer restrictions and in releasing their common stock and warrants
      from escrow may influence their motivation in identifying and selecting a target
      business and completing a business combination in a timely manner. Consequently,
      the discretion of our private stockholders, officers and directors 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 public stockholders’
best interest.




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




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




•
            make
                a special written suitability determination for the
                purchaser;




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




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




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




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




**Initially,
      we may only be able to consummate one business combination, which may cause
      us
      to be solely dependent on a single business and a limited number of products
      or
      services.**




Of
      the
      proceeds from our initial public offering and the private placement of warrants,
      $100,000,000 is held in the trust account and may be used by us to consummate
      a
      business combination. Our business combination must be with a business having
      a
      fair market value of at least 80% of our net assets (excluding the amount held
      in the trust account representing a portion of the underwriters’ discount) at
      the time of such acquisition. We have no limitation on our ability to raise
      additional funds through the sale of securities or the incurrence of
      indebtedness that would enable us to consummate a business combination with
      an
      operating business having a fair market value in excess of 80% of our net assets
      (excluding the amount held in the trust account representing a portion of the
      underwriters’ discount) at the time of such an acquisition. We have not entered
      into any such fundraising arrangement and have no current intention of doing
      so.
      Consequently, initially it is possible that we will have the ability to
      consummate only a single business combination. We may not be able to acquire
      more than one target business because of various factors, including insufficient
      financing or the difficulties involved in consummating the contemporaneous
      acquisition of more than one operating company, as is required by our second
      amended and restated certificate of incorporation. Therefore, it is possible
      that we will have the ability to consummate a business combination with only
      a
      single operating business, which may have only a limited number of products
      or
      services. The resulting lack of diversification may:




-18-


•
            result
                in our dependency upon the performance of a single or small number
                of
                operating businesses;




•
            result
                in our dependency upon the development or market acceptance of a
                single or
                limited number of products, processes or services;
                and




•
            subject
                us to numerous economic, competitive and regulatory developments,
                any or
                all of which may have a substantial adverse impact upon the particular
                industry in which we may operate subsequent to a business
                combination.




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




**Because
      of our limited resources and the significant competition for business
      combination opportunities, we may not be able to consummate a business
      combination during the prescribed time period.**




We
      expect
      to encounter intense competition from other entities having a business objective
      similar to ours, including private investors (which may be individuals or
      investment partnerships), other blank check companies and operating businesses
      competing for the types of businesses that we intend to primarily focus on.
      Many
      of these individuals and entities are well established and have extensive
      experience in identifying and consummating, directly or indirectly, acquisitions
      of companies. Many of these competitors possess greater technical, human and
      other resources, or more local industry knowledge, than we do and our financial
      resources will be relatively limited when contrasted with those of many of
      these
      competitors. While we believe that there are numerous target businesses that
      we
      could potentially acquire with the net proceeds of our initial public offering,
      our ability to compete with respect to the acquisition of certain target
      businesses that are sizable will be limited by our available financial
      resources. This inherent competitive limitation gives others an advantage in
      pursuing the acquisition of certain target businesses. Furthermore, the
      obligation we have to seek stockholder approval of a business combination may
      delay the consummation of a transaction. Additionally, our outstanding warrants
      and the future dilution they potentially represent may not be viewed favorably
      by certain target businesses. Also, our obligation to convert into cash the
      shares of common stock in certain instances may reduce the resources available
      for a business combination. Any of these factors may place us at a competitive
      disadvantage in successfully negotiating a business combination. If we are
      unable to consummate an initial business combination within the prescribed
      time
      period, we will be forced to dissolve and/or liquidate.




**We
      depend on the proceeds of our initial public offering not placed in the trust
      account and interest on the trust account available to us to fund our search
      for
      a target business or businesses and to consummate our initial business
      combination.**




We
      depend
      on the $100,000 of proceeds of our initial public offering not placed in the
      trust account and up to $1,600,000 of interest earned on the trust account
      and
      released to us to provide us with working capital that we may need to identify
      one or more target businesses and to consummate our initial business
      combination. This may result in our having insufficient funds available with
      which to structure, negotiate or close an initial business combination. In
      such
      event, we would need to obtain additional funds from our initial stockholders
      or
      another source to continue operations.


Our
          initial stockholders are responsible for any expenses in excess of $1,700,000
          that may be incurred in connection with the pursuit of a business combination.
          Such amounts will be reimbursed upon consummation of a business
          combination.




**Our
      private stockholders, including our directors and officers, may vote shares
      of
      common stock they acquired in or following our initial public offering on a
      proposed business combination any way they choose.**




-19-


In
      connection with the stockholder vote required for a business combination, all
      of
      our private stockholders, including our directors, have agreed to vote the
      shares of common stock owned by them immediately before our initial public
      offering in accordance with the majority of the shares of common stock voted
      by
      the public stockholders. Any common stock acquired by private stockholders
      in
      the offering or the aftermarket will be considered part of the holdings of
      the
      public stockholders. These private stockholders will have the same rights as
      other public stockholders with respect to such shares, including voting and
      conversion rights in connection with a potential business combination.
      Accordingly, they may vote such shares on a proposed business combination any
      way they choose.




**Our
      private stockholders, including our directors and officers, control a
      substantial interest in us and thus may influence certain actions requiring
      a
      stockholder vote.**




Our
      private stockholders (including our directors and officers), collectively own
      approximately 20.0% of our issued and outstanding shares of common stock. As
      a
      result, these stockholders will have the ability to influence certain actions
      requiring a stockholder vote, for example, the election of
      directors.




**Our
      staggered board may entrench management and discourage unsolicited stockholder
      proposals that may be in the best interests of
      stockholders.**




Our
      second amended and restated certificate of incorporation provides that our
      board
      of directors is divided into three classes, each of which will generally serve
      for a term of three years with only one class of directors being elected in
      each
      year. As a result, at any annual meeting only a minority of the board of
      directors will be considered for election. Since our “staggered board” would
      prevent our stockholders from replacing a majority of our board of directors
      at
      any annual meeting, it may entrench management and discourage unsolicited
      stockholder proposals that may be in the best interests of
      stockholders.




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




In
      connection with our initial public offering, we issued warrants to purchase
      up
      to 12,500,000 shares of common stock. In addition, our initial stockholders
      and
      their affiliates own 4,700,000 warrants purchased in a private placement
      immediately prior to consummation of our initial public offering. To the extent
      we issue shares of common stock to consummate a business combination, the
      potential for the issuance of a substantial number of additional shares upon
      exercise of these warrants could make us a less attractive acquisition vehicle
      in the eyes of a target acquisition. Such securities, when exercised, will
      increase the number of issued and outstanding shares of our common stock and
      reduce the value of the shares issued to consummate the business combination.
      Therefore, our warrants may make it more difficult to consummate a business
      combination or increase the cost of acquiring the target acquisition.
      Additionally, the sale, or even the possibility of sale, of the shares
      underlying the warrants could have an adverse effect on the market price for
      our
      securities or on our ability to obtain future financing. If and to the extent
      these warrants are exercised, our investors may experience dilution to their
      holdings.




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




Our
      private stockholders are entitled to make a demand that we register the resale
      of their shares of common stock at any time commencing three months prior to
      the
      date on which their shares are released from escrow. If our private stockholders
      exercise their registration rights with respect to all of their shares of common
      stock, there will be an additional 3,125,000 shares of common stock eligible
      for
      trading in the public market (as well as up to 4,700,000 additional shares
      of
      common stock issuable upon the exercise of the 4,700,000 warrants). The presence
      of these additional shares of common stock trading in the public market may
      have
      an adverse effect on the market price of our common stock. In addition, the
      existence of the registration rights may make it more difficult to consummate
      a
      business combination or increase the cost of acquiring the target acquisition,
      as the stockholders of the target acquisition may be discouraged from entering
      into a business combination with us or will request a higher price for their
      securities because of the potential effect the exercise of the registration
      rights may have on the trading market for our common stock.




-20-


**If
      we are deemed to be an investment company, we may be required to institute
      burdensome compliance requirements and our activities may be restricted, which
      may make it difficult for us to consummate a business combination, or we may
      be
      required to incur additional expenses if we are unable to dissolve after the
      expiration of the allotted time periods.**




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




•
            restrictions
                on the nature of our investments;
                and




•
            restrictions
                on the issuance of securities.




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




•
            registration
                as an investment company;




•
            adoption
                of a specific form of corporate structure;
                and




•
            reporting,
                record keeping, voting, proxy, compliance policies and procedures
                and
                disclosure requirements and other rules and
                regulations.




To
      this
      end, the proceeds held in the trust account may be invested by the trust agent
      only in United States “government securities” within the meaning of
      Section 2(a)(16) of the Investment Company Act of 1940 with a maturity of
      180 days or less, or in money market funds meeting certain conditions under
      Rule 2a-7 promulgated under the Investment Company Act of 1940. By
      restricting the investment of the proceeds to these instruments, we intend
      to
      meet the requirements for the exemption provided in Rule 3a-1 promulgated
      under the Investment Company Act of 1940.




**We
      may or may not obtain an opinion from an unaffiliated third party as to the
      fair
      market value of a target acquisition or that the price we are paying for the
      business is fair to our stockholders.**




Pursuant
      to our second amended and restated certificate of incorporation which we will
      file with the Delaware Secretary of State prior to consummation of the offering,
      our board of directors is not required to obtain an opinion from an unaffiliated
      third party that either the target acquisition we select has a fair market
      value
      in excess of 80% of our net assets (excluding the amount held in the trust
      account representing a portion of the underwriters’ discount) or that the price
      we are paying is fair to stockholders unless either (i) the board of
      directors is not able to independently determine that the target acquisition
      has
      a sufficient fair market value, or (ii) a conflict of interest exists with
      respect to the transaction. If no opinion is obtained, our stockholders will
      be
      relying on the judgment of our board of directors regarding the valuation of
      the
      target acquisition.




**There
      may be tax consequences associated with our acquisition, holding and disposition
      of target companies and assets.**




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




**There
      is no guarantee that a market for our securities will be maintained, which
      would
      adversely affect the liquidity and price of our
      securities.**




Investors
      have access to information from only a relatively short period of our prior
      market history.  The price of our securities may vary significantly due to
      reports of operating losses, one or more potential business combinations, the
      filing of periodic reports with the SEC and general market or economic
      conditions. Furthermore, an active trading market for our securities may not
      be
      sustained. Our investors may be unable to sell their securities unless a market
      can be sustained.




-21-


**The
      American Stock Exchange may require us to submit a new listing application,
      subject to the initial listing requirements, in connection with a business
      combination, or may delist our securities from trading on its exchange, which
      could limit investors’ ability to effect transactions in our securities and
      subject us to additional trading restrictions.**




Our
      securities are listed on the American Stock Exchange, a national securities
      exchange. We cannot guarantee that our securities will continue to be listed
      on
      the American Stock Exchange in the future. In addition, in connection with
      a
      business combination, it is likely that the American Stock Exchange may require
      us to file a new listing application and meet its initial listing
      requirements, as opposed to its more lenient continued listing requirements.
      We
      cannot guarantee that we will be able to meet those initial listing requirements
      at that time.




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




·
            a
                limited availability of market quotations for our
                securities;




·
            determination
                that our common stock is a “penny stock,” which would require brokers
                trading in our common stock to adhere to more stringent rules and
                possibly
                resulting in a reduced level of trading activity in the secondary
                trading
                market for our common stock;




·
            more
                limited amount of news and analyst coverage for
                us;




·
            decreased
                ability to issue additional securities or obtain additional financing
                in
                the future; and




·
            decreased
                ability of our security holders to sell their securities in certain
                states.




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




We
      may
      redeem the warrants issued as a part of our units (including the warrants sold
      in the private placement) at any time after the warrants become exercisable
      in
      whole and not in part, at a price of $0.01 per warrant, upon a minimum of
      30 days’ prior written notice of redemption, if and only if, the last sales
      price of our common stock equals or exceeds $11.50 per share for any 20 trading
      days within a 30 trading day period ending three business days before we send
      the notice of redemption. Redemption of the warrants could force the warrant
      holders (i) to exercise the warrants and pay the exercise price therefor at
      a time when it may be disadvantageous for the holders to do so, (ii) to
      sell the warrants at the then current market price when they might otherwise
      wish to hold the warrants or (iii) to accept the nominal redemption price
      which, at the time the warrants are called for redemption, is likely to be
      substantially less than the market value of the warrants.




**An
      effective registration statement may not be in place when an investor desires
      to
      exercise warrants, thus precluding such investor from being able to exercise
      his, her or its warrants and causing such warrants to be practically
      worthless.**




No
      warrant will be exercisable and we will not be obligated to issue shares of
      common stock unless at the time a holder seeks to exercise such warrant, a
      prospectus relating to the common stock issuable upon exercise of the warrants
      comprising the units to be sold in the offering is current and the common stock
      has been registered or qualified or deemed to be exempt under the securities
      laws of the state of residence of the holder of the warrants. Under the terms
      of
      the warrant agreement, we have agreed to use our best efforts to meet these
      conditions and to maintain a current prospectus relating to the common stock
      issuable upon exercise of the warrants until the expiration of the warrants.
      However, we cannot assure investors that we will be able to do so, and if we
      do
      not maintain a current prospectus related to the common stock issuable upon
      exercise of the warrants, holders will be unable to exercise their warrants
      and
      we will not be required to settle any such warrant exercise. If the prospectus
      relating to the common stock issuable upon the exercise of the warrants is
      not
      current or if the common stock is not qualified or exempt from qualification
      in
      the jurisdictions in which the holders of the warrants reside, the warrants
      may
      have no value, the market for the warrants may be limited and the warrants
      may
      expire worthless.




-22-


**Because
      we may acquire a company located outside of the United States, we may be subject
      to various risks of the foreign jurisdiction in which we ultimately
      operate.**




If
      we
      acquire a company that has sales or operations outside the United States, we
      could be exposed to risks that negatively impact our future sales or
      profitability following a business combination, including:


•
              tariffs
                  and trade barriers;
 •
              regulations
                  related to customs and import/export
                  matters;
 •
              tax
                  issues, such as tax law changes and variations in tax laws as compared
                  to
                  the United States;
 •
              government
                  instability;
 •
              different
                  or inadequate banking systems;
 •
              currency
                  fluctuations;
 •
              foreign
                  exchange controls;
 •
              restrictions
                  on the repatriation of profits or payment of dividends;
                  or
 •
              nationalization
                  or expropriation of property.


**We
      may be subject to taxation in Canada, which would increase our operating
      expenses for which we have limited funds available.**




By
      virtue
      of maintaining an office in Canada, we may be subject to taxation in Canada,
      including Canadian income taxation. As a result, our aggregate tax liabilities
      in any particular taxation year may exceed the tax liabilities that would have
      arisen if we did not have an office or other permanent establishment in Canada.
      Canadian taxation legislation also differs in many material respects from tax
      legislation currently enacted in the United States, which may give rise to
      additional tax liabilities. These taxes may increase our operating expenses
      and
      we have limited funds available outside the trust account.




**Because
      any target business with which we attempt to complete a business combination
      will be required to provide our stockholders with financial statements prepared
      in accordance with and reconciled to United States generally accepted accounting
      principles, the pool of prospective target businesses may be
      limited.**




In
      accordance with the requirements of United States federal securities laws,
      in
      order to seek stockholder approval of a business combination, a proposed target
      business will be required to have certain financial statements which are
      prepared in accordance with, or which can be reconciled to U.S. generally
      accepted accounting principles and audited in accordance with U.S. generally
      accepted auditing standards. To the extent that a proposed target business
      does
      not have financial statements which have been prepared with, or which can be
      reconciled to, U.S. GAAP, and audited in accordance with U.S. generally accepted
      auditing standards, we will not be able to acquire that proposed target
      business. These financial statement requirements may limit the pool of potential
      target businesses.




**We
      are located outside the United States and, if we acquire one or more businesses
      outside of the United States, our assets would be located and a number of our
      directors and officers would be resident outside the United States, which may
      hinder service of process or make it impossible, difficult or more costly for
      an
      investor to enforce a judgment granted by a United States court against us
      or
      such persons.**




We
      are
      incorporated under the laws of Delaware, but our head office is located and
      a
      number of our directors and officers may be resident in Canada. If we acquire
      one or more businesses located outside of the United States, a number of our
      directors and officers may be resident in Canada and a substantial portion
      of
      their assets and substantially all of our assets will be located outside of
      the
      United States. As a result, it may be difficult for an investor to effect
      service of process within the United States upon the directors and officers
      who
      are not residents of the United States. It may also be difficult for an investor
      to enforce judgments in the courts of the United States, including those based
      upon the civil liability under United States federal securities laws, against
      us
      where damages exceed the realizable value of U.S.- based assets or against
      directors and officers who are not residents of the United States. Therefore,
      judgments against us or such persons may have to be enforced in one or more
      foreign jurisdictions and may be subject to additional defenses or may result
      in
      additional costs to the party seeking to enforce a judgment as a
      result.




-23-


Claims
      brought in foreign courts, where appropriate, may be subject to defenses not
      available in actions in courts of the United States or may result in additional
      costs or different damages being awarded to the party bringing the
      claim.




**If
      we acquire one or more foreign businesses, we may incur additional costs due
      to
      currency exchange and we could experience gains or losses solely on changes
      in
      the exchange rate between the U.S. Dollar and the foreign
      currency.**




If
      we
      make an acquisition of a foreign business using foreign currency, fluctuation
      in
      the exchange rates could affect the cost of acquisition because our cash assets
      are in U.S. Dollars. For example, an increase in the value of the foreign
      currency relative to the U.S. Dollar would result in our paying a higher U.S.
      Dollar purchase price because we would be required to convert more U.S. Dollars
      to buy the necessary amount of foreign currency to fund the purchase
      price.




If
      we
      acquire one or more foreign businesses with our cash assets, our assets,
      liabilities and earnings would be denominated in foreign currency. As a result,
      our earnings may be affected favorably or unfavorably by changes in the exchange
      rates between the U.S. Dollar and the foreign currency. For example, an increase
      in the value of the foreign currency relative to the U.S. Dollar would result
      in
      higher profits when those profits are converted into U.S. Dollars. Conversely,
      a
      decrease in the value of the foreign currency relative to the U.S. Dollar would
      result in lower profits when those profits are converted into U.S. Dollars.
      Similarly, the overall value of our assets and any foreign currency liabilities
      would fluctuate up or down with the value of the foreign currency. Fluctuations
      in the exchange rates could adversely affect the value of our shares. We may
      also incur transaction costs associated with exchanging foreign currency into
      U.S. Dollars.




We
      may
      manage the currency risks by hedging through forward currency contracts,
      currency futures, currency swap agreements or currency options, but there is
      no
      assurance that we will employ such measures or, if employed, they will
      effectively manage currency risk.




**Provisions
      in our second amended and restated certificate of incorporation and bylaws
      and
      Delaware law may inhibit a takeover of us, which could limit the price investors
      might be willing to pay in the future for our common stock and could entrench
      management.**




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




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


**If
          we incur indebtedness in connection with consummating a business combination
          we
          will be exposed to additional risks, including the typical risks associated
          with
          leverage.**
 
 We
          may
          borrow funds in connection with consummation a business combination. Leverage
          involves risks and special considerations of stockholders,
          including:
  ·
                we
                    will be exposed to increased risk of loss if we incur debt because
                    a
                    decrease in the value of our investments would have a greater
                    negative
                    impact on our returns and therefore the value of our common stock
                    than if
                    we did not use leverage;
 ·
                it
                    is likely that such debt will be governed by an instrument containing
                    covenants restricting our operating flexibility;
                    and
 ·
                we,
                    and indirectly our stockholders, will bear the cost of leverage,
                    including
                    issuance and servicing
                    costs.




**Risks
      Related to the Shipping Industry**





**If
      charter rates fluctuate and the shipping industry continues to undergo cyclical
      turns, it may reduce our profitability and operations.**





The
      shipping business, including the dry market, has been cyclical in varying
      degrees, experiencing fluctuations in charter rates, profitability and,
      consequently, vessel values.





A
      significant contraction in demand for imported commodities, such as iron ore
      or
      coal, as a result of economic downturns or changes in government policies in
      certain regional markets could depress vessel freight rates, as well as the
      general demand for vessels. For instance, a downturn in the economy of countries
      such as China, which has experienced substantial global economic growth during
      the past few years, could negatively affect the shipping industry. The demand
      for vessels is also greatly affected by, among other factors, the demand for
      consumer goods, commodities and bagged and finished products, as well as
      commodity prices, environmental concerns and competition. The supply of shipping
      capacity is also a function of the delivery of new vessels and the number of
      older vessels scrapped, in lay-up, converted to other uses, reactivated or
      removed from active service. Supply may also be affected by maritime
      transportation and other types of governmental regulation, including that of
      international authorities. These and other factors may cause a decrease in
      the
      demand for the services we may ultimately provide or the value of the vessels
      we
      may own and operate, thereby limiting our ability to successfully operate any
      prospective target business with which we may ultimately complete a business
      combination.


-24-





**The
      shipping industry is subject to seasonal fluctuations in demand and, therefore,
      may cause volatility in our operating results.**





The
      shipping industry has historically exhibited seasonal variations in demand
      and,
      as a result, in charter hire rates. This seasonality may result in
      quarter-to-quarter volatility in our operating results. The tanker and dry
      bulk
      carrier markets are typically stronger in the fall and winter months in
      anticipation of increased consumption of oil, coal and other raw materials
      in
      the northern hemisphere. In addition, unpredictable weather patterns in these
      months tend to disrupt vessel scheduling and supplies of certain commodities.
      As
      a result, revenues are typically weaker during the fiscal quarters ended
      June 30 and September 30, and, conversely, typically stronger in
      fiscal quarters ended December 31 and March 31. Our operating results,
      therefore, may be subject to seasonal fluctuations.





**If
      we experienced a catastrophic loss and our insurance is not adequate to cover
      such loss, it could lower our profitability and be detrimental to operations.**





The
      ownership and operation of vessels in international trade is affected by a
      number of risks, including mechanical failure, personal injury, vessel and
      cargo
      loss or damage, business interruption due to political conditions in foreign
      countries, hostilities, labor strikes, adverse weather conditions and
      catastrophic marine disaster, including environmental accidents and collisions.
      All of these risks could result in liability, loss of revenues, increased costs
      and loss of reputation. We intend to maintain insurance, consistent with
      industry standards, against these risks on any vessels and other business assets
      we may acquire upon completion of a business combination. However, we cannot
      assure you that we will be able to adequately insure against all risks, that
      any
      particular claim will be paid out of our insurance, or that we will be able
      to
      procure adequate insurance coverage at commercially reasonable rates in the
      future. Our insurers will also require us to pay certain deductible amounts,
      before they will pay claims, and insurance policies may contain limitations
      and
      exclusions, which, although we believe will be standard for the shipping
      industry, may nevertheless increase our costs and lower our profitability.
      Additionally, any increase in environmental and other regulations may also
      result in increased costs for, or the lack of availability of, insurance against
      the risks of environmental damage, pollution and other claims for damages that
      may be asserted against us. Our inability to obtain insurance sufficient to
      cover potential claims or the failure of insurers to pay any significant claims,
      could lower our profitability and be detrimental to our operations.





**We
      may incur significant costs in complying with environmental, safety and other
      governmental regulations, and our failure to comply with these regulations
      could
      result in the imposition of penalties, fines and restrictions on our operations.**





The
      operation of vessels is subject to extensive and changing environmental
      protection, safety and other federal, state and local laws, rules, regulations
      and treaties, compliance with which may entail significant expense, including
      expenses for ship modifications and changes in operating procedures. We cannot
      assure you that we will be able to comply with all laws, rules, regulations
      and
      treaties following a business combination. If we are unable to adhere to these
      requirements, it could result in the imposition of penalties and fines against
      us, and could also result in the imposition of restrictions on our business
      and
      operations. Furthermore, the costs of compliance also could lower our
      profitability and be detrimental to our operations.





**The
      ownership and operation of vessels in international trade is susceptible to
      world events, which could be detrimental to our financial condition and
      operating performance.**





Terrorist
      attacks such as the attacks on the United States on September 11, 2001 and
      the continuing response of the United States to these attacks, as well the
      threat of future terrorist attacks in the United States or elsewhere, continue
      to cause uncertainty in the world financial markets and may affect our business,
      operating results and financial condition. The continuing conflict in Iraq
      may
      lead to additional acts of terrorism and armed conflict around the world, which
      may contribute to further economic instability in the global financial markets.
      In the past, political conflicts have also resulted in attacks on vessels,
      mining of waterways and other efforts to disrupt international shipping,
      particularly in the Persian Gulf region. Acts of terrorism and piracy have
      also
      affected vessels trading in regions such as the South China Sea. Any of theses
      occurrences could impair our operating results.


-25-





**If
      a business combination involves the ownership of vessels, such vessels could
      be
      arrested by maritime claimants, which could result in the interruption of
      business and decrease revenue and lower profitability.**





Crew
      members, tort claimants, claimants for breach of certain maritime contracts,
      vessel mortgagees, suppliers of goods and services to a vessel, shippers of
      cargo and other persons may be entitled to a maritime lien against a vessel
      for
      unsatisfied debts, claims or damages, and in many circumstances a maritime
      lien
      holder may enforce its lien by ‘‘arresting’’ a vessel through court processes.
      Additionally, in certain jurisdictions, such as South Africa, under the ‘‘sister
      ship’’ theory of liability, a claimant may arrest not only the vessel with
      respect to which the claimant’s lien has arisen, but also any ‘‘associated’’
vessel owned or controlled by the legal or beneficial owner of that vessel.
      If
      any vessel ultimately owned and operated by us is ‘‘arrested,’’ this could
      result in a material loss of revenues, or require us to pay substantial amounts
      to have the ‘‘arrest’’ lifted.





**Governments
      could requisition vessels of a target company during a period of war or
      emergency, resulting in a loss of earnings.**





A
      government could requisition a company’s vessels for title or hire. Requisition
      for title occurs when a government takes control of a vessel and becomes her
      owner, while requisition for hire occurs when a government takes control of
      a
      vessel and effectively becomes her charterer at dictated charter rates.
      Generally, requisitions occur during periods of war or emergency, although
      governments may elect to requisition vessels in other circumstances. Although
      a
      target company would be entitled to compensation in the event of a requisition
      of any of its vessels, the amount and timing of payment would be uncertain.





**We
      may become subject to United States Federal income taxation on our United States
      source shipping income, which would reduce our net income and impair our cash
      flow.**





Due
      to the nature of the shipping industry, we may complete a business combination
      with a target business outside of the United States, in which case we would
      seek
      to qualify under Section 883 of the United States Internal Revenue Code of
      1986, as amended, for an exemption from U.S. federal income tax on substantially
      all of our shipping income. This exemption may not be available, or may
      subsequently be lost, if 50% or more of our stock is owned, for more than half
      the number of days during the taxable year, by persons in the United States.
      We
      can give no assurance that the ownership of our stock will permit us to qualify
      for the Section 883 exemption. If we do not qualify for an exemption
      pursuant to Section 883, we will be subject to U.S. federal income tax,
      likely imposed on a gross basis at 4%, on our United States source shipping
      income, which constitutes not more than 50% of our gross shipping income.
      In such case, we may seek to elect to be taxed under what is in essence an
      alternative tonnage tax created by the American Job Creation Act of 2004, which
      would likely provide for a substantially reduced tax to the extent it applies.
      In such a case, our net income and cash flow will be reduced by the amount
      of
      such tax.





**If
      a target company has or obtains a vessel that is of second-hand or older nature,
      it could increase our costs and decrease our profitability.**





We
      believe that competition for employment of second-hand vessels may be intense.
      Additionally, second-hand vessels may carry no warranties from sellers with
      respect to their condition as compared to warranties from shipyards available
      for newly-constructed vessels, and may be subject to problems created by the
      use
      of their original owners. If we purchase any second-hand vessels, we may incur
      additional expenditures as a result of these risks, which may reduce our
      profitability.




-26-


While
      it will be our intention if we acquire a target business in this area to sell
      or
      retire our vessels before they are considered older vessels, under shipping
      standards, in the rare case where we continue to own and operate a vessel for
      a
      longer period, we could be faced with the additional expenditures necessary
      to
      maintain a vessel in good operating condition as the age of a vessel increases.
      Moreover, port-state authorities in certain jurisdictions may demand that
      repairs be made to this type of vessel before allowing it to berth at or depart
      a particular port, even though that vessel may be in class and in compliance
      with all relevant international maritime conventions. Should any of these types
      of problems or changes develop, income may be lost if a vessel goes off-hire
      and
      additional unforeseen and unbudgeted expenses may be incurred. If we choose
      to
      maintain any vessels past the age that we have planned, we cannot assure you
      that market conditions will justify expenditures with respect to any of the
      foregoing or enable us to operate these vessels profitably.





**Because
      certain financial information will be required to be provided to our
      shareholders in connection with a proposed business combination, prospective
      target businesses may be limited.**





In
      order to seek shareholder approval of a business combination with an operating
      business in the shipping industry, the proposed target business will be required
      to have certain financial statements which are prepared in accordance with,
      or
      which can be reconciled to, U.S. generally accepted accounting principles and
      audited in accordance with the standards of the United States Public Company
      Accounting Oversight Board. Some of the businesses in the shipping industry
      may
      not keep financial statements in accordance with, or that can be reconciled
      to,
      U.S. generally accepted accounting principles. To the extent that the required
      financial statements or information cannot be prepared or obtained, we will
      not
      be able to complete a business combination with such entities. Accordingly,
      these financial information requirements may limit the pool of potential target
      businesses or vessels which we may acquire.





-27-


**ITEM 1B.     
      UNRESOLVED STAFF COMMENTS**




None.




**ITEM 2.        
      PROPERTIES**




We
      maintain our principal executive offices at Brookfield Place, 181 Bay Street,
      Suite 2040, Toronto, Ontario, Canada M5J 2T3. The cost for this
      approximately 1,500 square feet of space is included in the $7,500 monthly
      fee that Parkwood Holdings Ltd., a company that is wholly owned by
      Messrs. McMillan and McKay and JovFunds, or an affiliate of Parkwood
      Holdings Ltd., will charge us for general and administrative services, including
      office space, utilities and administrative support, commencing on the effective
      date of our initial public offering and terminating upon consummation of our
      business combination or the distribution of the trust account to our public
      stockholders. We believe, based on fees for similar services in the Toronto,
      Ontario metropolitan area, that the fee charged by Parkwood Holdings Ltd.,
      or an
      affiliate of Parkwood Holdings, Ltd., is at least as favorable as we could
      have
      obtained from an unaffiliated person. We consider our current office space,
      combined with the other office space otherwise available to our executive
      officers, adequate for our current operations.




**ITEM 3.        
      LEGAL PROCEEDINGS**




None.




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




None.




-28-


**PART
      II**




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




**Market
      Information**




Our
      units, which consist of one share of our common stock, par value $0.001 per
      share, and one warrant to purchase one share of our common stock, trade on
      the
      American Stock Exchange, or AMEX, under the symbol “TNF.U.” Our warrants and
      common stock have traded separately on the AMEX under the symbols “TNF.WS” and
“TNF,” respectively, since May 16, 2007. Each warrant entitles the holder to
      purchase from us one share of our common stock at an exercise price of $6.00
      after the consummation of an initial business combination. Our warrants will
      expire at 5:00 p.m., New York City time, on April 11, 2011, or earlier upon
      redemption.




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




**Units**
            
            **Warrants**
            
            **Common
                Stock****Quarter
                ended****High**
            
            **Low**
            
            **High**
            
            **Low**
            
            **High**
            
            **Low****2007**First
                Quarter*
            
            
            —
            
            
            —
            
            
            —
            
            
            —
            
            
            —
            
            
            —Second
                Quarter*
            
            
            —
            
            
            —
            
            
            —
            
            
            —
            
            
            —
            
            
            —Third
                Quarter *
            
            
            —
            
            
            —
            
            
            —
            
            
            —
            
            
            —
            
            
            —Fourth
                Quarter
              (April
                12, 2007 to June 30, 2007) (1)(2)(3)
            
            $
            8.52
            
            $
            7.92
            
            $
            0.99
            
            $
            0.80
            
            $
            7.64
            
            $
            7.51**2008**First
                Quarter
            
            $
            8.55
            
            $
            8.20
            
            $
            1.02
            
            $
            0.63
            
            $
            7.75
            
            $
            7.50Second
                Quarter
            
            $
            8.37
            
            $
            8.16
            
            $
            0.82
            
            $
            0.64
            
            $
            7.64
            
            $
            7.55Third
                Quarter
            
            $
            8.25
            
            $
            7.83
            
            $
            0.70
            
            $
            0.10
            
            $
            7.75
            
            $
            7.55Fourth
                Quarter
            
            $
            7.91
            
            $
            7.81
            
            $
            0.19
            
            $
            0.10
            
            $
            7.95
            
            $
            7.56







(1)
            Represents
                the high and low closing sales prices from our first day of trading
                on
                April 12, 2007 through June 30, 2007.(2)
            Represents
                the high and low closing sales prices from May 16, 2007, the date
                that our
                warrants first became separately tradable, through June 30,
                2007.(3)
            Represents
                the high and low sales closing prices from May 16, 2007, the date
                that our
                common stock first became separately tradable, through June 30,
                2007.*
            No
                amounts are included as none of our securities commenced trading
                on the
                AMEX until April 12, 2007.




Source: American
      Stock Exchange 2008.
      3 September 2008. <http://www.amex.com/>




**Holders**




As
        of
        September 8, 2008, we had 1 holder of record of our units, 2 holders of record
        of our common stock and 4 holders of record of our warrants.


-29-





Dividends


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




**Performance**




The
      graph
      below compares the cumulative total return of our common stock from April 12,
      2007 through June 30, 2008 with the cumulative total return of companies
      comprising the S&P 500 Index and a peer group selected by us. The graph
      plots the growth in value of an initial investment of $100 in each of our common
      stock, the S&P 500 Index and a peer group selected by us over the indicated
      time periods, and assuming reinvestment of all dividends, if any, paid on the
      securities. We have not paid any cash dividends and, therefore, the cumulative
      total return calculation for us is based solely upon stock price appreciation
      and not upon reinvestment of cash dividends. The stock price performance shown
      on the graph is not necessarily indicative of future price
      performance.




Our
      peer
      group is comprised of the following companies that were blank check companies
      and that, as of the measurement dates, had neither completed a business
      combination nor announced a business combination:  Santa Monica Media
      Corp., Media & Entertainment Holdings, Inc., Churchill Ventures Ltd., Geneva
      Acquisition Corp., Dekania Corp., Renaissance Acquisition Corp., NTR Acquisition
      Co., and Transforma Acquisition Group, Inc. We believe that the peer group
      shown
      in the below graph is no longer an accurate measure for evaluation of our common
      stock. The peer group shows similarly sized development stage companies that
      do
      not have an active definitive agreement in place with a target company. During
      the majority of the period shown we did not have an active definitive agreement
      in place, however, during a portion of the period we had an active definitive
      agreement outstanding with Asset Alliance. This agreement has since been
      terminated. Subsequently, we announced that we had signed a non-binding letter
      of intent with GrandUnion concerning the acquisition of 20 dry bulk vessels.
      As
      a result of the variation in our underlying industry focus and the focus of
      the
      constituents of the peer group as well as the difference in development stage
      as
      it relates to definitive agreements with target acquisitions in different
      industries, we believe that our investors should not rely on our relative
      historical performance compared to that of the peer group.









-30-


**Recent
      Sales of Unregistered Securities**




(a)   During
      the past three years, we sold the following shares of common stock without
      registration under the Securities Act of 1933, as amended:




**Stockholders**
            
            **Number
                of Shares******TFC
                Holdings Ltd.
            
            
            3,125,000




The
      foregoing shares were issued on July 12, 2006 pursuant to the exemptions
      from registration contained in Section 4(2) and Regulation S of the
      Securities Act of 1933, as amended. The shares were sold for an aggregate
      offering price of $31,250. No underwriting discounts or commissions were paid
      with respect to such sales. TFC Holdings Ltd. is owned by Robert C. Hain,
      Stephen T. Moore and Robert Penteliuk, each of whom are directors, and
      Parkwood Holdings Ltd., an entity owned by Gordon A. McMillan, our Chairman,
      Andrew A. McKay, our Chief Executive Officer, and JovFunds Management Inc.
      On
      March 14, 2007, we declared a 1 for 1.15 stock split in the form of a
      dividend and these shares converted into 3,593,750 shares. 468,750 of such
      shares were redeemed by the Company for no consideration following expiration
      of
      the underwriters’ overallotment option.






During
      the past three years, we sold the following warrants without registration under
      the Securities Act of 1933, as amended:




**Warrant
                holders**
            
            **Number
                of Warrants******Parkwood
                Holdings Ltd.
            
            
            4,700,000




The
      foregoing warrants were issued on April 17, 2007 pursuant to the exemptions
      from
      registration contained in Section 4(2) and Regulation S of the
      Securities Act of 1933, as amended. The warrants were sold for an aggregate
      offering price of $4,700,000 at a purchase price of $1.00 per warrant. No
      underwriting discounts or commissions were paid with respect to such sales.
      Parkwood Holdings Ltd. is owned by Gordon A. McMillan, our Chairman,
      Andrew A. McKay, our Chief Executive Officer, and JovFunds. 1,762,500 of
      such warrants were subsequently transferred to 1600624 Ontario Inc., a
      corporation controlled by Mr. McMillan, and subsequently transferred to McMillan
      Family Foundation, a charitable foundation controlled by Mr. McMillan and his
      spouse. 587,500 of such warrants were subsequently transferred to 2099388
      Ontario Inc., a corporation controlled by Mr. McKay.




**Use
      of Proceeds from our Initial Public Offering and Private
      Placement**




On
      April
      17, 2007, we closed our initial public offering of 12,500,000 units with each
      unit consisting of one share of our common stock and one warrant to purchase
      one
      share of our common stock at an exercise price of $6.00 per share. All of the
      units registered were sold at an offering price of $8.00 per unit and generated
      gross proceeds of $100,000,000. The securities sold in our initial public
      offering were registered under the Securities Act of 1933 on a registration
      statement on Form S-1 (No. 333-135790). The Securities and Exchange Commission
      declared the registration statement effective on April 11, 2007. Deutsche Bank
      Securities Inc. served as the lead underwriter in our initial public
      offering.




Of
        the
        gross proceeds from our initial public offering: (i) we deposited $100,000,000
        into a trust account at JP Morgan Chase Bank, NA, maintained by American
        Stock
        Transfer & Trust Company, as trustee, which amount included $3,000,000 of
        contingent underwriting discount and $4,700,000 that we received from the
        sale
        of warrants to Parkwood; (ii) the underwriters received $4,000,000 as
        underwriting discount (excluding the contingent underwriting discount); and
        (iii) we spent approximately $783,000 for offering expenses. None of the
        offering proceeds were paid directly or indirectly to any of our officers,
        directors or 10% stockholders. The net proceeds deposited into the trust
        account
        remain on deposit in the trust account, and have earned interest of 
$4,085,238 through June 30, 2008.




-31-


Following
        the consummation of our initial public offering through June 30, 2008, we
        incurred an aggregate of $2,105,801 in additional expenses, which consists
        of
        approximately $1,337,802 for acquisition costs related to a failed transaction,
        $100,000 for director and officer insurance, $210,292 for legal and
        accounting fees unrelated to our initial public offering or acquisition costs,
        $168,214 for Delaware franchise taxes, $112,500 to Parkwood Holdings Ltd.,
        or an
        affiliate of Parkwood, through June 30, 2008 for our office space and other
        general and administrative services and $176,993 for other expenses. We
        also accrued an income tax provision of $673,000.




The
        net
        remaining proceeds from the initial public offering after deducting the
        underwriting discounts and commissions, the offering expenses and all other
        expenditures through June 30, 2008 were $102,418,621, which consists of $33,383
        of cash held outside the trust account and $102,385,238 held in the trust
        account, including accrued interest.




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




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




**FYE
                  June 30, 2008**
              
              **Period from**
                **June 30, 2006**
                **(inception)**
                **to**
                **June
                  30, 2007**Interest
                  income
              
              $
              3,085,095
              
              $
              1,000,143Net
                  income
              
              $
              781,150
              
              $
              525,287Net
                  income attributable to common stockholders
              
              $
              546,883
              
              $
              367,753Basic
                  and diluted net income per share
              
              $
              0.05
              
              $
              0.07Weighted
                  average shares outstanding
              
              
              11,876,250
              
              
              4,918,289Working
                  capital deficit (excludes assets held in the trust account and
                  deferred
                  underwriting fees)
              
              $
              (1,135,028
              )
              $
              (329,715
              )Total
                  assets
              
              $
              102,437,137
              
              $
              101,113,280Common
                  stock, subject to possible conversion, 3,748,750 shares at conversion
                  value
              
              $
              30,381,801
              
              $
              30,147,534Stockholders’
                  equity
              
              $
              67,873,175
              
              $
              67,422,894







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





We
      were
      formed on June 30, 2006 to consummate a merger, capital stock exchange, asset
      acquisition, exchangeable share transaction or other similar business
      combination with an operating business. Our initial business combination must
      be
      with a business or businesses whose collective fair market value is at least
      equal to 80% of our net assets (excluding the amount held in the t rust
      account representing a portion of the underwriters’ discount) at the time of the
      acquisition.




On
      April
      17, 2007, we completed our initial public offering (“IPO”) of 12,500,000 Units.
      Each Unit consists of one share of our common stock, par value $0.001 per share,
      (the “Common Stock”) and one warrant entitling the holder to purchase one share
      of our Common Stock at a price of $6.00. The public offering price of each
      Unit
      was $8.00, and we generated gross proceeds of $100,000,000 in the IPO. Of the
      gross proceeds: (i) we deposited $95,300,000 into a trust account at JP Morgan
      Chase Bank, NA, maintained by American Stock Transfer & Trust Company, as
      trustee, which included $3,000,000 of deferred underwriting discount; (ii)
      the
      underwriters received $4,000,000 as underwriting discount (excluding the
      deferred underwriting discount); and (iii) we retained $600,000 for offering
      expenses, plus $100,000 for working capital. In addition, we deposited into
      the
      trust account $4,700,000 that we received from the issuance and sale of
      4,700,000 warrants to Parkwood Holdings Ltd., an entity owned 37.5% by our
      Chairman, Gordon McMillan, 12.5% by our Chief Executive Officer, Andrew McKay
      and 50% by JovFunds Management Inc.


-32-





We
      intend
      to use substantially all of the funds held in the trust account, less the
      payment due the underwriter for the deferred underwriting discount, in
      connection with a target business. However, as long as we consummate a business
      combination with one or more target acquisitions with a fair market value equal
      to at least 80% of our net assets (excluding the amount held in the trust
      account representing the underwriters’ deferred discount), we may use the assets
      in the trust account for any purpose we may choose. To the extent that our
      capital stock or debt is used in whole or in part as consideration to consummate
      a business combination, the remaining proceeds held in the trust account will
      be
      used as working capital, including director and officer compensation,
      change-in-control payments or payments to affiliates, or to finance the
      operations of the target business, make other acquisitions and pursue our growth
      strategies.





The
      funds
      available to us outside of the trust account ($100,000) and up to $1,600,000
      of
      the interest earned on the trust account will be used to identify and evaluate
      prospective acquisition candidates, to perform business due diligence on
      prospective target businesses, to travel to and from offices, plants or similar
      locations of prospective target businesses, to select the target business to
      acquire and to structure, negotiate, and consummate the business combination.
      Messrs. McMillan and McKay and JovFunds each have jointly and severally
      agreed to be responsible for, on our behalf any expenses in excess of $1,700,000
      that we may incur in connection with our pursuit of a business combination.
      Such
      amounts will be reimbursed upon consummation of our initial business
      combination.





As
        indicated in the accompanying financial statements, at June 30, 2008, we
        had
        $33,383 in cash and $102,385,238 in cash held in the trust account. Further,
        we have incurred and expect to continue to incur significant costs in pursuit
        of
        our financing and acquisition plans. We cannot assure you that our plan to
        consummate a business combination will be successful. We
        must
        complete a business combination with a fair market value of at least 80%
        of our
        net assets (excluding the amount held in the trust account representing a
        portion of the underwriters’ discount) at the time of acquisition by October 17,
        2008 or by April 17, 2009 (if a letter of intent, agreement in principle
        or
        definitive agreement has been executed by October 17, 2008).These
        factors, among others, raise substantial doubt as to our ability to continue
        as
        a going concern.





For
      the
      year ended June 30, 2008, we had net income of $781,150 ($525,287 for the year
      ended June 30, 2007), consisting of interest income of approximately $3.1
      million ($1.0 million for the year ended June 30, 2007) less costs attributable
      to organization, formation and general and administrative expenses of $564,143
      ($203,856 for the year ended June 30, 2007) less write off of deferred
      acquisition costs of $1,337,802 ($NIL for the year ended June 30, 2007) and
      net
      of a provision for income taxes of $402,000 ($271,000 for the year ended June
      30, 2007). Through June 30, 2008 we did not engage in any significant
      operations. Our entire activity from inception through June 30, 2008 was to
      prepare for the Offering and begin the identification of and negotiations with
      a
      suitable business combination candidate.




On
        January 8, 2008, we announced that we had entered into an agreement and plan
        of
        merger with Asset Alliance Corporation (“Asset Alliance”), a multi-faceted
        investment management firm specializing in alternative investments, whereby
        we
        would have acquired all of the outstanding common stock of Asset Alliance
        in
        exchange for shares of our common stock, allowing Asset Alliance to access
        the
        public markets through the proposed transaction with us. In
        connection with the proposed transaction, we incurred approximately $1.3
        million
        of acquisition costs which costs were written off during the quarter ended
        June
        30, 2008. On August 6, 2008 we formally provided notice to Asset Alliance
        of our
        decision to terminate the agreement and plan of merger.





On
      August
      27, 2008, we announced that we had signed a non-binding letter of intent with
      GrandUnion Inc., a shipping company headquartered in Piraeus, Greece. The
      non-binding letter of intent contemplates our acquisition of 20 vessels
      operating in the dry bulk industry, including nine new vessels to be delivered
      in 2010 and 2011. The acquisition of the eleven existing vessels is valued
      in
      excess of $600 million.




**Critical
      Accounting Policies**




The
      preparation of financial statements and related disclosures in conformity with
      general accepting accounting principles in the United States requires
      management to make estimates and assumptions that affect the reported amounts
      of
      assets, liabilities, and disclosure of contingent assets and liabilities at
      the
      date of the financial statements, and revenues and expenses during the periods
      reported. Actual results could materially differ from those estimates. We have
      determined that we currently are not subject to any critical accounting
      policies.


-33-








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







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




As
      of June 30, 2008, $102,385,238 of the net proceeds of our initial public
      offering (including accrued interest) was held in the trust account for the
      purposes of consummating a business combination. American Stock
      Transfer & Trust Company, the trustee, has invested the money held in
      the trust account at JPMorgan Chase Bank, NA.




We
      have not engaged in any hedging activities since our inception on June 30,
      2006. We do not expect to engage in any hedging activities with respect to
      the
      market risk to which we are exposed.








**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.




**ITEM 9A.**
            **CONTROLS
                AND PROCEDURES**




**Controls
      and Procedures**




We
      maintain disclosure controls and procedures designed to ensure that information
      required to be disclosed in our periodic filings with the SEC under the Exchange
      Act, including this report, is recorded, processed, summarized and reported
      on a
      timely basis. These disclosure controls and procedures include controls and
      procedures designed to ensure that information required to be disclosed under
      the Exchange Act is accumulated and communicated to our management on a timely
      basis to allow decisions regarding required disclosure. Management, including
      our chief executive officer and chief financial officer, has evaluated the
      effectiveness of the design and operation of our disclosure controls and
      procedures (as defined under Rules 13a-15(e) and 15(d)-15(e) of the Exchange
      Act) as of June 30, 2008. Based upon that evaluation, management has concluded
      that our disclosure controls and procedures were effective as of the end of
      the
      period covered by this report.




**Management’s
      Annual Report on Internal Control over Financial Reporting**




Our
      management is responsible for establishing and maintaining adequate internal
      control over financial reporting. As defined in Rule 13a-15(f) under the
      Exchange Act, internal control over financial reporting is a process designed
      by, or under the supervision of, our principal executive officer and principal
      financial officer and effected by our board of directors, management and other
      personnel, to provide reasonable assurance regarding the reliability of
      financial reporting and the preparation of financial statements for external
      purposes in accordance with generally accepted accounting principles.




Under
        the
        supervision and with the participation of our management, including our
        principal executive officer and principal financial officer, we carried out
        an
        evaluation of the effectiveness of our internal control over financial reporting
        as of June 30, 2008 based on the criteria in “Internal Control — Integrated
        Framework” issued by the Committee of Sponsoring Organizations of the Treadway
        Commission (“COSO”). Based upon this evaluation, our management concluded that
        our internal control over financial reporting was effective as of June 30,
        2008.


-34-


The
        Company had deficient controls over segregation of duties inherent to its
        size.
        Specifically, as a result of the limited number of personnel in the accounting
        and finance department, certain financial personnel had incompatible duties
        that
        allowed for the creation, review and processing of certain financial data
        without independent review and authorization. Our
        management evaluated the impact of such deficiency over financial reporting
        considering whether there was a reasonable possibility of misstatement; what
        the
        potential magnitude of a misstatement would be and the overall effect of
        compensating controls. Based on that evaluation, our management concluded
        that
        such deficiency was not indicative of a material weakness due to compensating
        controls in place.To mitigate the risk, management relies heavily on
        manual procedures and detective controls, weekly management meetings,
        and quarterly reviews of financial statements by management and the
        Board.




BDO
      Seidman, LLP, the independent registered public accounting firm that audited
      our
      financial statements included in this report, has issued a report regarding
      its
      assessment of our internal control over financial reporting as of June 30,
      2008,
      which appears on the next page.




During
      our fiscal quarter ended June 30, 2008, there was no change in our internal
      control over financial reporting that has materially affected, or is reasonably
      likely to materially affect, our internal control over financial
      reporting.




-35-


**REPORT
      OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM**




To
      the
      Board of Directors and the Stockholders of


Tailwind
      Financial Inc.




We
      have audited the internal control over financial reporting, as of June 30,
      2008,
      of Tailwind Financial Inc., a development stage company (the “Company”), based
      on criteria established in *Internal
      Control — Integrated Framework* issued
      by the Committee of Sponsoring Organizations of the Treadway Commission (the
      COSO criteria). The Company’s management is responsible for maintaining
      effective internal control over financial reporting and for its assessment
      of
      the effectiveness of internal control over financial reporting. Our
      responsibility is to express an opinion on the company’s internal control over
      financial reporting 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 effective
      internal control over financial reporting was maintained in all material
      respects. Our audit included obtaining an understanding of internal control
      over
      financial reporting, assessing the risk that a material weakness exists, and
      testing and evaluating the design and operating effectiveness of internal
      control based on the assessed risk. Our audit also included performing such
      other procedures as we considered necessary in the circumstances. We believe
      that our audit provides a reasonable basis for our opinion.





A
      company’s internal control over financial reporting is a process designed to
      provide reasonable assurance regarding the reliability of financial reporting
      and the preparation of financial statements for external purposes in accordance
      with generally accepted accounting principles. A company’s internal control over
      financial reporting includes those policies and procedures that (1) pertain
      to the maintenance of records that, in reasonable detail, accurately and fairly
      reflect the transactions and dispositions of the assets of the company;
      (2) provide reasonable assurance that transactions are recorded as
      necessary to permit preparation of financial statements in accordance with
      generally accepted accounting principles, and that receipts and expenditures
      of
      the company are being made only in accordance with authorizations of management
      and directors of the company; and (3) provide reasonable assurance
      regarding prevention or timely detection of unauthorized acquisition, use,
      or
      disposition of the company’s assets that could have a material effect on the
      financial statements.





Because
      of its inherent limitations, internal control over financial reporting may
      not
      prevent or detect misstatements. Also, projections of any evaluation of
      effectiveness to future periods are subject to the risk that controls may become
      inadequate because of changes in conditions, or that the degree of compliance
      with the policies or procedures may deteriorate.





In
      our opinion, the Company maintained, in all material respects, effective
      internal control over financial reporting as of June 30, 2008, based on the
      COSO
      criteria.





We
        also have audited, in accordance with the standards of the Public Company
        Accounting Oversight Board (United States), the balance sheets of the Company
        as
        of June 30, 2008 and 2007 and the related statements of operations,
        stockholders’ equity, and cash flows for the years ended June 30, 2008 and 2007
        and for the period from June 30, 2006 (date of inception) through June 30,
        2008 and our report dated September 12, 2008 (which
        contains an explanatory paragraph regarding the Company’s ability to continue as
        a going concern) expressed
        an unqualified opinion thereon.




/s/
      BDO
      Seidman, LLP


New
      York,
      New York


September
        12, 2008




-36-




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




None.




-37-


**PART
      III**




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




**Board
      of Directors and Executive Officers**




Our
      current directors and executive officers are as follows:




**Name**
            
            **Age******
            
            **Position******Gordon
                A. McMillan
            
            40
            
            Chairman
                of the BoardAndrew
                A. McKay
            
            49
            
            Chief
                Executive Officer and PresidentJohn
                Anderson
            
            62
            
            Chief
                Financial OfficerPhilip
                Armstrong
            
            58
            
            DirectorRobert
                C. Hain (1)
            
            55
            
            DirectorStephen
                T. Moore (1)
            
            54
            
            DirectorRobert
                Penteliuk (1)
            
            40
            
            Director




(1)
      Member of the Audit Committee and Nominating Committee.




***Gordon
        A. McMillan*** has
        served as Chairman of our board of directors since June 30, 2006 and has
        been an
        entrepreneur in the financial services industry in Canada for the past twelve
        years. From December 2005 until January 2008, he served as Chairman and a
        director of JovFunds Management Inc. (formerly, Fairway Asset Management
        Corp.),
        an asset management holding company focused on private equity and structured
        investment products. From 2000 to 2005, Mr. McMillan was the Chief
        Executive Officer and a director of NGB Management Ltd., a private equity
        firm he founded which was focused on providing growth capital to life sciences
        companies in Canada. From 2000 to 2003, Mr. McMillan was the Chief
        Executive Officer and a director of Skylon Capital Corp., a private investment
        management holding company and VentureLink Capital Corp., a private equity
        firm
        providing growth capital to a broad range of companies in Canada, including
        firms operating in the Canadian financial services sector. Prior to co-founding
        Skylon and VentureLink, from 1995 to 2000 Mr. McMillan was the President,
        Chief Executive Officer and a director of Triax Capital Corp., a private
        Canadian investment management holding company. In addition to his activities
        in
        the Canadian investment management industry, Mr. McMillan was a founder and
        serves as Trustee of Impax Energy Services Income Trust, a publicly traded
        Canadian income trust which, through its subsidiaries, provides services
        to the
        Canadian oil and gas industry. Mr. McMillan holds a Bachelor of Laws degree
        from Queen’s University in Kingston, Ontario and is a member of the Law Society
        of Upper Canada.




***Andrew
      A. McKay*** has
      served as **** our
      Chief
      Executive Officer and President since July 10, 2006 and was a founder and until
      November 2006, a Managing Director of JovFunds, a private Canadian asset
      management firm which was sold to Jovian Capital Corporation, a public Canadian
      asset management firm, in 2006. From November 2003 until May 2006,
      Mr. McKay was Chief Executive Officer of JovFunds. Previously, from January
      2000, to November 2003, Mr. McKay was a co-founder, Chief Operating officer
      and a Director of Skylon Capital Corp., an investment holding company. Prior
      to
      co-founding Skylon, from 1994 until 1999, Mr. McKay was a Director of
      Altamira International Bank (Barbados) Inc., the offshore asset management
      subsidiary of Altamira Management Ltd., a major Canadian investment
      counselor, and an officer of Ivory & Sime plc, a leading U.K.
      investment management firm. Mr. McKay is a Fellow of both the Institute of
      Chartered Management Accountants and the Institute of Chartered Secretaries
      and
      Administrators.




***John
        Anderson*** has
        served as our Chief Financial Officer since May 15, 2007 and has served as
        Chief
        Financial Officer of Impax Energy Services Income Trust since June 2006.
        As a
        Chartered Accountant, Mr. Anderson was with Ernst & Young LLP for 24 years,
        the last 13 of which he served as a partner in the audit area. He left Ernst
        & Young LLP to become the chief financial officer of The T. Eaton Company
        Ltd. Having seen The T. Eaton Company through its first restructuring in
        1997,
        Mr. Anderson spent two years with MDS Capital Corp., a venture capital company
        in the biotech sector. Mr. Anderson spent the next two years with a start-up
        company involved in nanotechnology. More recently, Mr. Anderson has been
        a
        financial consultant to numerous private and public companies, often as acting
        chief financial officer or project leader for complicated transactions. Mr.
        Anderson is currently a director of the Canadian Medical Discoveries Fund,
        Jump
        TV Inc. and Chairman of the board of Ridley College.




-38-


***Philip
      Armstrong*** has
      served as a member of our board of directors since September 20, 2006 and has
      been, since July 2003, the President and Chief Executive Officer and a
      Director of Jovian Capital Corporation, a TSX Venture Exchange-listed
      company which invests in the financial services industry, and was a founding
      principal in 2001. Prior to that time he was President and a Director of
      Altamira Investment Services Inc. from August 1987 to January 2001,
      and was also a founding Partner. Mr. Armstrong served as Chairman of The
      Investment Funds Institute of Canada and Chairman of The Mutual Fund Dealer’s
      Association. He currently serves on the board of the Canadian Opera Company,
      Ireland Fund of Canada and Mr. Armstrong holds a BA (Law) with Honours from
      Manchester Polytechnical.




***Robert
      C. Hain*** has
      served as a member of our board of directors since August 24, 2006 and has
      been
      Chairman of City Financial Investment Company Limited, a London-based investment
      firm focused on providing mutual funds for individual investors in the United
      Kingdom, Europe and the Middle East, since January 2006. Prior to that time,
      from December 2001 until November 2004 he was Chief Executive Officer of INVESCO
      UK Ltd., a large asset manager in the United Kingdom and prior to that
      time, from 1998 until 2001, he was Chief Executive Officer of AMVESCAP’s
      Canadian AIM TRIMARK business. Mr. Hain holds a Bachelor of Arts degree
      from the University of Toronto and a B Litt degree from Oxford
      University.




***Stephen
      T. Moore*** has
      served as a member of our board of directors since August 24, 2006 and Managing
      Director and the Chief Compliance Officer for Newhaven Asset
      Management, Inc., an investment counseling firm, since its formation in
      January 2006. Mr. Moore has held a number of positions in the financial
      services industry during the past 27 years, including vice president and
      director of Burns Fry Ltd. from 1979 to 1993, Lancaster Financial Inc.
      from May 1993 to January 1995, and TD Securities Inc. from January 1995 to
      February 1996. In addition, he was a founder and Managing Director of Kensington
      Capital Partners, a company specializing in advisory services and private
      equity, from February 1996 to May 2004. Mr. Moore is currently a trustee of
      CI Financial Income Fund, a trustee of the Advantaged Preferred Share
      Trust, and a trustee of Impax Energy Services Income Trust. Mr. Moore holds
      a Bachelor’s degree in Economics and a Masters of Business Administration from
      Queen’s University.




***Robert
      Penteliuk*** has
      served as a member of our board of directors since July 10, 2006 and has been
      a
      principal of Genuity Capital Markets since February 2005 and in that
      capacity, has advised on a variety of major public financings and mergers and
      acquisitions. His most recent financing clients include Addenda Capital,
      Canaccord Capital, Gluskin Sheff and GMP Capital. Mr. Penteliuk has also
      acted as an advisor for numerous financial services mergers and acquisition
      transactions including CI Financial conversion to an income trust, Manulife’s
      acquisition of John Hancock, Assante Corporation’s sale to CI Fund Management,
      Mackenzie Financial Corporation’s sale to Investors Group, as well as advising
      AMVESCAP PLC in its acquisition of Trimark Financial Corporation. Prior to
      joining Genuity Capital Markets in 2004, Mr. Penteliuk worked for CIBC
      World Markets from November 1997 until December 2004, most recently as a
      Managing Director in Investment Banking. Mr. Penteliuk’s background
      includes experience in real estate, hospitality and technology sectors as well
      as corporate restructuring and workout situations. Mr. Penteliuk graduated
      with an Honours degree in Business Administration from Wilfrid Laurier
      University and has obtained his Chartered Financial Analyst
      designation.




These
      individuals play a key role in identifying and evaluating prospective
      acquisition candidates, selecting the target acquisition, and structuring,
      negotiating and consummating its acquisition. None of these individuals has
      been
      or currently are principals of or affiliated with a blank check company.
      However, we believe that the skills and expertise of these individuals, their
      collective access to acquisition opportunities and ideas, their contacts, and
      their transactional expertise should enable them to successfully identify and
      consummate an acquisition.




The
        term
        of office of the first class of directors, consisting of Mr. Moore, will
        expire
        at our first annual meeting of stockholders in 2008. The term of office of
        the
        second class of directors, consisting of Messrs. Penteliuk and Armstrong,
        will expire at the second annual meeting in 2009. The term of office of the
        third class of directors, consisting of Messrs. McMillan and Hain, will expire
        at the third annual meeting in 2010. All of our directors have served as
        directors since the inception of our company.




-39-


**Director
      Independence**




We
      currently have three independent directors: Robert C. Hain, Stephen T.
      Moore and Robert Penteliuk. Our board of directors currently complies with
      and
      we intend that it will continue to comply with the independence requirements
      of
      the American Stock Exchange (including the transition rules for companies
      consummating an initial public offering) and to be comprised of such number
      of
      independent directors as is required by such rules. By “independent director,”
we mean a person other than an officer or employee of ours or any other
      individual having a relationship, which, in the opinion of our board of
      directors would interfere with the director’s exercise of independent judgment
      in carrying out the responsibilities of a director. Our independent directors
      have regularly scheduled meetings at which only independent directors are
      present.




Any
      affiliated transactions will be on terms no less favorable to us than could
      be
      obtained from independent parties. Any affiliated transactions must be approved
      by a majority of our independent directors and our directors who do not have a
      pecuniary interest in the transaction, in either case who had access, at our
      expense, to attorneys or independent legal counsel. Whether or not independent,
      our directors are our fiduciaries and, as such, must exercise discretion over
      future transactions consistent with their responsibilities as  fiduciaries.
      Moreover, we intend to obtain estimates from unaffiliated third parties for
      similar goods or services, taking into account, in addition to price, the
      quality of the goods or services to be provided by such third parties to
      ascertain whether such transactions with affiliates are on terms that are no
      less favorable to us than are otherwise available from unaffiliated third
      parties.




**Committees
      of the Board of Directors**




Our
      board
      of directors has established a standing audit committee and a standing
      nominating committee.




**Audit
      Committee**




Our
      audit
      committee consists of Robert C. Hain, Stephen T. Moore and Robert
      Penteliuk, each of whom is an independent director. The audit committee’s
      duties, which are specified in our Audit Committee Charter, include, but are
      not
      limited to:


•
              serving
                  as an independent and objective party to monitor our financial
                  reporting
                  process, audits of our financial statements and internal control
                  system;
 •
              reviewing
                  and appraising the audit efforts of our independent registered
                  public
                  accounting firm and internal finance department;
                  and
 •
              providing
                  an open avenue of communications among our independent registered
                  public
                  accounting firm, financial and senior management, our internal
                  finance
                  department, and the board of
                  directors.


**Independence
      of and Financial Experts on Audit Committee**




The
      audit
      committee currently has three independent directors and currently complies
      with
      and we intend that it will continue to comply with the independence requirements
      of the Rule 10A-3 of the Securities and Exchange Act of 1934, as amended,
      and the rules of the American Stock Exchange and is comprised of members who
      are
“financially literate,” meaning they are able to read and understand fundamental
      financial statements, including a company’s balance sheet, income statement and
      cash flow statement.




In
      addition, the audit committee has, and will continue to have, at least one
      member who has past employment experience in finance or accounting, requisite
      professional certification in accounting, or other comparable experience or
      background that results in the individual’s financial sophistication. The board
      of directors has determined that Mr. Penteliuk satisfies the definition of
      financial sophistication and also qualifies as an “audit committee financial
      expert,” as defined under the SEC’s rules and regulations.




**Nominating
      Committee**




-40-


Our
      nominating committee consists of Robert C. Hain, Stephen T. Moore and
      Robert Penteliuk and is responsible for selecting, researching and nominating
      directors for election by our stockholders and selecting nominees to fill
      vacancies on the board or a committee of the board.




The
      guidelines for selecting nominees, which are specified in the Nominating
      Committee Charter, 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 significant 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 that can best implement our business plan, perpetuate
      our business and represent stockholder 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
      stockholders and other persons.




**Compensation
      of Officers and Directors**




No
      executive officer has received any cash compensation for services rendered
      to
      us. Commencing on the effective date of our registration statement through
      the
      consummation of an initial business combination, pursuant to a letter agreement,
      we have paid and will continue to pay Parkwood Holdings Ltd., a company that
      is
      wholly owned by Messrs. McMillan and McKay and JovFunds, or an affiliate of
      Parkwood Holdings, Ltd., a fee of $7,500 per month for providing us with
      administrative services. Other than the fees payable to Parkwood
      Holdings Ltd., or an affiliate of Parkwood Holdings, Ltd., pursuant to the
      agreement described above, no compensation of any kind, including finder’s,
      consulting fees or other similar compensation, has been or will be paid by
      us to
      any of our officers, directors, private stockholders or any of their respective
      affiliates, prior to or in connection with a business combination, provided,
      however, that, although no agreement or arrangement is currently in place or
      contemplated, Genuity Financial Group or its subsidiaries (affiliated with
      our
      director Robert Penteliuk) would not be prohibited from earning a fee in
      connection with our initial business combination. Our officers, directors and
      private stockholders and their respective affiliates are 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
      suitable business combinations. There is no limit on the amount of these
      out-of-pocket expenses and 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. Because of the foregoing, we generally do not have the benefit
      of
      independent directors examining the propriety of expenses incurred on our behalf
      and subject to reimbursement.




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




Section 16(a)
      of the Exchange Act requires our officers, directors and persons who own more
      than 10% of a registered class of our equity securities to file reports of
      ownership and changes in ownership with the SEC. Officers, directors and 10%
      stockholders are required by regulation to furnish us with copies of all
      Section 16(a) forms they file. Based solely on copies of such forms
      received, we believe that, during the fiscal year ended June 30, 2008, all
      Section 16(a) filing requirements applicable to our officers, directors and
      greater than 10% beneficial owners were met in a timely manner.




**Code
      of Ethics**




Our
      board
      of directors has adopted a code of ethics, which establishes standards of
      ethical conduct applicable to all our directors, officers and employees. This
      code of ethics addresses conflicts of interest, compliance with disclosure
      controls and procedures and internal control over financial reporting, corporate
      opportunities and confidentiality requirements. The audit committee is
      responsible for applying and interpreting our code of ethics in situations
      where
      questions are presented to it.




Our
      code
      of ethics may be viewed on our website at www.tailwindfc.com. We intend to
      post
      amendments to our code of ethics on this website.




-41-


We
      undertake to provide without charge to any person, upon written or verbal
      request of such person, a copy of the our code of ethics. Requests for a copy
      should be directed in writing to Tailwind Financial Inc., Brookfield Place,
      181
      Bay Street, Suite 2040, Toronto, Ontario, Canada M5J 2T3, Attention: Andrew
      A.
      McKay, or by telephone at (416) 601-2422.




**Promoters**




Any
      of
      Messrs. McMillan, McKay, Armstrong, Hain, Moore and Penteliuk and JovFunds
      may
      be deemed our “promoters” as that term is defined under the Federal securities
      laws.




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




**Compensation
      Discussion and Analysis**




No
      executive officer has received any cash compensation for services rendered
      to
      us. Commencing on April 11, 2007, the effective date of our registration
      statement, until the consummation of a business combination, pursuant to a
      letter agreement, we are obligated to pay Parkwood Holdings Ltd., or an
      affiliate of Parkwood, a fee of $7,500 per month for providing us with
      administrative services. Other than the fees payable to Parkwood
      Holdings Ltd. pursuant to this agreement, no compensation of any kind,
      including finder’s fees, consulting fees or other similar compensation, has been
      or will be paid by us or any other entity to any of our existing officers,
      directors, existing stockholders or any of their respective affiliates, prior
      to
      or in connection with a business combination. However, such individuals and
      entities are 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 suitable business combinations. There is no
      limit on the amount of these out-of-pocket expenses and 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. Because of the foregoing,
      we
      generally do not have the benefit of independent directors examining the
      propriety of expenses incurred on our behalf and subject to reimbursement.
      The
      compensation, if any, of our Chief Executive Officer, Chief Financial Officer
      and other officers is determined by a majority of our independent directors
      in
      accordance with Section 805 of the American Stock Exchange Company
      Guide.




**Compensation
      Committee Interlocks and Insider Participation**




Our
      board
      of directors has not established a compensation committee of the board of
      directors. The compensation, if any, of our Chief Executive Officer, Chief
      Financial Officer and other officers is determined by a majority of our
      independent directors in accordance with Section 805 of the American Stock
      Exchange Company Guide.




No
      members of our board of directors has a relationship that would constitute
      an
      interlocking relationship with executive officers or directors of the company
      or
      another entity.




**Compensation
      Committee Report**




Our
      board
      of directors has not established a compensation committee of the board of
      directors.  The compensation, if any, of our Chief Executive Officer, Chief
      Financial Officer and other officers is determined by a majority of our
      independent directors in accordance with Section 805 of the American Stock
      Exchange Company Guide.




Our
      board
      of directors has reviewed and discussed the Compensation Discussion and Analysis
      with management, and, based on such review and discussion, the board of
      directors determined that the Compensation, Discussion and Analysis be included
      in this Annual Report on Form 10-K.




Gordon
      A.
      McMillan


Robert
      Penteliuk


-42-


Robert
      C.
      Hain


Stephen
      T. Moore


Philip
      Armstrong







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




The
      following table sets forth certain information regarding beneficial ownership
      of
      our common stock as of September 8, 2008, by each person who is known by us
      to
      own beneficially more than 5% of our outstanding shares of common stock.




**Approximate****Number
                  of**
              
              **Percentage
                  Of****Shares**
              
              **Outstanding****Beneficially**
              
              **Common****Name
                  and Address of Beneficial Owner (1)**
              
              **Owned**
              
              **Stock(2)**Citigroup
                  Inc. (3)
              
              
              2,500,500
              
              
              16.00
              %President
                  and Fellows of Harvard College (4)
              
              
              1,463,800
              
              
              9.37
              %Malibu
                  Partners LLC (5)
              
              
              1,384,300
              
              
              8.86
              %Dorset
                  Management Corporation (6)
              
              
              1,250,000
              
              
              8.00
              %QVT
                  Financial LP (7)
              
              
              1,105,900
              
              
              7.08
              %Fir
                  Tree, Inc. (8)
              
              
              1,015,900
              
              
              6.50
              %Pacific
                  Assets Management, LLC (9)
              
              
              833,766
              
              
              5.34
              %HBK
                  Investments L.P. (10)
              
              
              796,674
              
              
              5.10
              %


_______________________




(1)
            Except
                as set forth in the footnotes to this table, the persons named in
                the
                table above have sole voting and dispositive power with respect to
                all
                shares shown as beneficially owned by
                them.




(2)
              Amount
                  and applicable percentage of ownership is based on 15,625,000 shares
                  of
                  our common stock outstanding (including shares embedded in units
                  outstanding) on September 8, 2008, resulting in a different
                  percentage than reported by the beneficial owners on their respective
                  Schedule 13G filings.




(3)
            Citigroup
                Inc. (“Citigroup”) is the sole beneficial owner of 2,500,500 shares of our
                common stock. Pursuant to a restructuring announced on June 12, 2008
                of
                Old Lane, LLC (“Old Lane”), a Citigroup subsidiary, these securities
                reflect securities previously held by Old Lane which were transferred
                to
                Citigroup Global Markets Inc. (“CGM Holdings”) on June 26, 2008. The
                address of the principal office of Citigroup is 399 Park Avenue,
                New York,
                NY 10043. The address of the principal office of CGM Holdings is
                388
                Greenwich Street, New York, NY 10013. The foregoing information was
                derived from a Schedule 13G filed with the SEC on July 10,
                2008.




(4)
            The
                business address of the President and Fellows of Harvard College
                is c/o
                Harvard Management Company, Inc., 600 Atlantic Avenue, Boston, MA
                02210.
                The foregoing information was derived from a Schedule 13G filed with
                the
                SEC on February 14, 2008.




(5)
            Malibu
                Partners LLC (“Malibu”) and Kenneth J. Abdalla (“Abdalla”) are the
                beneficial owners of 1,384,300 shares of our common stock. Malibu
                and
                Abdalla have voting and dispositive power with respect to all 1,384,300
                shares. The business address of each of Malibu and Abdalla is 15332
                Antioch Street #528, Pacific Palisades, CA 90272. The foregoing
                information was derived from a Schedule 13D filed with the SEC on
                June 30, 2008.




(6)
            David
                M. Knott and Dorset Management Corporation are deemed to be the beneficial
                owner 1,250,000 shares of our common stock. The business address,
                or
                residence, of each of Mr. Knott and Dorsett Management Corporation
                is 485
                Underhill Boulevard, Suite 205, Syosset, New York 11791. The foregoing
                information was derived from a Schedule 13G filed with the SEC on
                February
                13, 2008.




-43-


(7)
            QVT
                Financial LP (“QVT Financial”), is the investment manager for QVT Fund LP
                (the “Fund”), which beneficially owns 966,830 shares of our common stock,
                and for Quintessence Fund L.P. (“Quintessence”), which beneficially owns
                108,103 shares of our common stock. QVT Financial is also the investment
                manager for a separate discretionary account managed for Deutsche
                Bank AG
                (the “Separate Account”), which holds 30,967 shares of common stock. QVT
                Financial has the power to direct the vote and disposition of the
                common
                stock held by the Fund, Quintessence and the Separate Account.
                Accordingly, QVT Financial may be deemed to be the beneficial owner
                of an
                aggregate amount of 1,105,900 shares of common stock, consisting
                of the
                shares owned by the Fund and Quintessence and the shares held in
                the
                Separate Account. QVT Financial GP LLC, as General Partner of QVT
                Financial, may be deemed to beneficially own the same number of shares
                of
                common stock reported by QVT Financial. QVT Associates GP LLC, as
                General
                Partner of the Fund and Quintessence, may be deemed to beneficially
                own
                the aggregate number of shares of Common Stock owned by the Fund
                and
                Quintessence, and accordingly, QVT Associates GP LLC may be deemed
                to be
                the beneficial owner of an aggregate amount of 1,074,933 shares of
                common
                stock. The Fund, Quintessence and the Separate Account also own warrants
                to purchase additional shares of common stock. Each of QVT Financial
                and
                QVT Financial GP LLC disclaims beneficial ownership of the shares
                of
                Common Stock owned by the Fund and Quintessence and held in the Separate
                Account. QVT Associates GP LLC disclaims beneficial ownership of
                all
                shares of common stock owned by the Fund and Quintessence, except
                to the
                extent of its pecuniary interest therein. The business address of
                each of
                QVT Financial, QVT Financial GP LLC and QVT Associates GP LLC is
                1177
                Avenue of the Americas, 9th Floor, New York, New York 10036. The
                business
                address of the Fund is Walkers SPV, Walkers House, Mary Street, George
                Town, Grand Cayman KY1-9002, Cayman Islands. The foregoing information
                was
                derived from a Schedule 13G filed with the SEC on February 11,
                2008.




(8)
            Sapling,
                LLC (“Sapling”), and Fir Tree Capital Opportunity Master Fund, L.P. (“Fir
                Tree Capital Opportunity”), are the beneficial owners of 816,437 shares of
                our common stock and 199,463 shares of our common stock, respectively.
                Fir
                Tree, Inc. (“Fir Tree”), may be deemed to beneficially own the shares of
                common stock held by Sapling and Fir Tree Capital Opportunity as
                a result
                of being the investment manager of Sapling and Fir Tree Capital
                Opportunity. Sapling and Fir Tree Capital Opportunity are the beneficial
                owners of 6.1% and 1.5%, respectively, of the outstanding shares
                of common
                stock. Collectively, Sapling and Fir Tree Capital Opportunity beneficially
                own 1,015,900 shares of common stock which represent 7.6% of the
                shares of
                common stock outstanding. Sapling may direct the vote and disposition
                of
                816,437 shares of common stock. Fir Tree Capital Opportunity may
                direct
                the vote and disposition of 199,463 shares of Common Stock. Fir Tree
                has
                been granted investment discretion over the common stock held by
                Sapling
                and Capital Opportunity. The business address of each of Sapling
                and Fir
                Tree is 505 Fifth Avenue, 23rd Floor, New York, New York 10017. The
                business address of Fir Tree Capital Opportunity is c/o Admiral
                Administration Ltd., 90 Fort Street, Box 32031 SMB, Grand Cayman,
                Cayman
                Islands. The foregoing information was derived from a Schedule 13G
                filed
                with the SEC on February 14, 2008.




(9)
            Pacific
                Assets Management, LLC (“PAM”), is the investment adviser to JMG Triton
                Offshore Fund, Ltd. (the “Fund”), which has the right to receive or the
                power to direct the receipt of dividends from, or the proceeds from
                the
                sale of the 833,766 shares of our common stock. Pacific Capital
                Management, Inc. (“PCM”), is a member of PAM. Mr. Glaser, Mr. David and
                Mr. Richter are control persons of PCM and PAM. Mr. Rubinstein is
                a
                portfolio manager of the Fund. The business address of Mr. Glaser
                is 11601
                Wilshire Boulevard, Suite 2180, Los Angeles, CA 90025. The business
                address of each of PAM, PCM, and Mr. David is 100 Drakes Landing,
                Suite
                207, Greenbrae, CA 94904. The business address of Mr. Richter and
                Mr.
                Rubinstein is One Sansome Street, 39th Floor, San Francisco, CA 94104.
                The
                business address of the Fund is Ogier Fiduciary Services (BVI) Ltd,
                Nemours Chambers, PO Box 3170, Road Town, Tortola, BVI VG1110. PAM
                is an
                affiliate manager of Asset Alliance. Some of the foregoing information
                was
                derived from a Schedule 13G filed with the SEC on February 14,
                2008.




(10)
            HBK
                Investments L.P., HBK Services LLC, HBK Partners II L.P., HBK Management
                LLC, and HBK Master Fund L.P. are the beneficial owners of 796,674
                shares
                of our common stock. Jamiel A. Akhtar, Richard L. Booth, David C.
                Haley,
                Lawrence H. Lebowitz and William E. Rose are each managing members
                of HBK
                Management LLC. The business address of HBK Investments L.P., HBK
                Services
                LLC, HBK Partners II L.P., and HBK Management LLC is 300 Crescent
                Court,
                Suite 700, Dallas, Texas 75201. The business address of HBK Master
                Fund
                L.P. is c/o HBK Services LLC, 300 Crescent Court, Suite 700, Dallas,
                Texas
                75201. The foregoing information was derived from a Schedule 13G
                filed with the SEC on February 11,
                2008.




-44-


The
      following table sets forth certain information regarding beneficial ownership
      of
      our common stock and warrants as of September 8, 2008, by (i) each of our
      executive officers, (ii) each of our directors, and (iii) all
      directors and executive officers as a group. Our warrants become exercisable
      after completion of our initial business combination. These warrants expire
      on
      April 11, 2011, or earlier upon redemption.




**Names
                  and Addresses of**
                **Beneficial
                  Owners (1)**
              
              **Amount of**
                **Beneficial**
                **Ownership of**
                **Common Stock
                  (2)**
              
              **Percent of**
                **Common**
                **Stock**
              
              **Amount of**
                **Beneficial**
                **Ownership
                  of**
                **Warrants**
              
              **Percent**
                **of**
                **Warrants***Executive
                  Officers*Andrew
                  A. McKay
              
              
              378,906
              
              
              2.42
              %
              
              587,500
              
              
              3.42
              %John
                  Anderson
              
              
              0
              
              
              0.00
              %
              
              0
              
              
              0.00
              %*Directors*Gordon
                  A. McMillan (3)
              
              
              1,136,719
              
              
              7.28
              %
              
              1,762,500
              
              
              10.25
              %Robert
                  Penteliuk
              
              
              31,250
              
              
              0.20
              %
              
              0
              
              
              0.00
              %Robert
                  C. Hain
              
              
              31,250
              
              
              0.20
              %
              
              0
              
              
              0.00
              %Stephen
                  T. Moore
              
              
              31,250
              
              
              0.20
              %
              
              0
              
              
              0.00
              %Philip
                  Armstrong
              
              
              0
              
              
              0.00
              %
              
              0
              
              
              0.00
              %All
                  executive officers and directors as a group
              
              
              1,609,375
              
              
              10.30
              %
              
              2,350,000
              
              
              13.66
              %







(1)
            The
                business address of each of our officers and directors is Brookfield
                Place, 181 Bay Street, Suite 2040, Toronto, Ontario, Canada,
                M5J 2T3.




(2)
            TFC
                Holdings Ltd. holds 3,125,000 shares of common stock. TFC Holdings
                Ltd. is
                owned 97% by Parkwood Holdings Ltd. and 1% each by Messrs. Hain,
                Moore and
                Penteliuk. Members of TFC Holdings Ltd. have the right to vote the
                shares
                of our common stock that TFC Holdings Ltd. holds pro rata in accordance
                with each member’s interest in TFC Holdings Ltd. Any shares of common
                stock acquired by TFC Holdings Ltd. cannot be sold or transferred
                until
                one year following our initial business combination. Upon the expiration
                of one year following our initial business combination, TFC Holdings
                Ltd.
                will distribute to its members all shares of our common stock that
                it
                holds. On August 24, 2006, JovFunds Management Inc. became a stockholder
                of Parkwood Holdings Ltd.; JovFunds Management Inc. owns 50%, Mr.
                McMillan
                owns 37.5% and Mr. McKay owns 12.5% of Parkwood Holdings Ltd. Parkwood
                Holdings Ltd. also purchased 4,700,000 warrants sold in a private
                placement prior to the offering. Until November 2006, Mr. McKay,
                the Chief
                Executive Officer, was a Managing Director of JovFunds. Until January
                2008, Mr. McMillan was Chairman of JovFunds. 1,762,500 of such warrants
                were subsequently transferred to 1600624 Ontario Inc., a corporation
                controlled by Mr. McMillan, and subsequently transferred to McMillan
                Family Foundation, a charitable foundation controlled by Mr. McMillan
                and
                his spouse. 587,500 of such warrants were subsequently transferred
                to
                2099388 Ontario Inc., a corporation controlled by Mr. McKay. 2,350,000
                of
                such warrants were subsequently transferred to JovFunds Management
                Inc.
                Messrs. McKay and McMillan disclaim beneficial ownership with respect
                to
                the shares and the warrants beneficially owned by the relevant entities
                listed in this footnote except to the extent of their respective
                pecuniary
                interests therein.




(3) Mr.
      McMillan is also an executive officer of our company.




-45-


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




On
      July 12, 2006, we issued the following shares of our common stock to the
      following entity for an aggregate of $31,250 in cash.




TFC
                Holdings Ltd.
            
            
            3,125,000Total:
            
            
            3,125,000




As
      a
      result of our 1 for 1.15 stock split in the form of a stock dividend on
      March 14, 2007, these shares converted into 3,593,750 shares. 468,750 of
      such shares were redeemed by us as the underwriters’ over-allotment option was
      not exercised.




TFC
      Holdings Ltd. is owned 97% by Parkwood Holdings Ltd. and 1% each by
      Messrs. Hain, Moore and Penteliuk, each of whom are members of our board of
      directors. We also sold to Parkwood Holdings Ltd., 4,700,000 warrants for
      $4,700,000 in cash, at a purchase price of $1.00 per warrant. Parkwood
      Holdings Ltd. is owned by Gordon A. McMillan, Andrew A. McKay and
      JovFunds Management Inc. Until November 2006, Mr. McKay, our Chief
      Executive Officer, was a Managing Director of JovFunds and Mr. McMillan is
      Chairman of JovFunds. 1,762,500 of such warrants were subsequently transferred
      to 1600624 Ontario Inc., a corporation controlled by Mr. McMillan, and
      subsequently transferred to McMillan Family Foundation, a charitable foundation
      controlled by Mr. McMillan and his spouse. 587,500 of such warrants were
      subsequently transferred to 2099388 Ontario Inc., a corporation controlled
      by
      Mr. McKay.




The
      holders of the majority of these shares and warrants are entitled to make up
      to
      two demands that we register these shares, warrants and the shares of common
      stock underlying such warrants. The holders of the majority of these shares
      may
      elect to exercise these registration rights at any time commencing three months
      prior to the date on which these shares of common stock are released from
      escrow. In addition, these stockholders have certain “piggy-back” registration
      rights with respect to registration statements filed subsequent to the date
      on
      which these shares of common stock are released from escrow. The holders of
      the
      majority of these warrants can elect to exercise these registration rights
      at
      any time commencing three months prior to the date upon which they will first
      become eligible for resale. In addition, these warrant holders have certain
      “piggy-back” registration rights with respect to registration statements filed
      subsequent to the date they become eligible for resale. We will bear the
      expenses incurred in connection with the filing of any of these registration
      statements.




The
      payment to Parkwood Holdings Ltd., a company that is wholly owned by
      Messrs. McMillan and McKay and JovFunds, or to an affiliate of Parkwood
      Holdings, Ltd., of a monthly fee of $7,500 is for certain administrative
      services, including approximately 1,500 square feet of office space located
      at
      Brookfield Place, 181 Bay Street, Suite 2040, Toronto, Ontario, Canada,
      utilities and secretarial support. Mr. McKay is the President of Parkwood
      Holdings Ltd. and Messrs. McMillan and McKay and JovFunds each will
      benefit from the transaction with Parkwood Holdings Ltd., or an affiliate
      of Parkwood Holdings, Ltd. However, this arrangement is solely for our benefit
      and is not intended to provide Messrs. McMillan or McKay or JovFunds
      compensation in lieu of a salary.




To
      fund
      pre-offering expenses associated with our initial public offering, Parkwood
      Holdings, Ltd. loaned $368,750 to us in exchange for a promissory note, without
      interest, which was repaid from the proceeds of our initial public
      offering.




We
        reimburse our officers and directors, subject to board approval, 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 acquisitions and business combinations. There is no limit on the amount
        of out-of-pocket expenses reimbursable by us, which will be reviewed only
        by our
        board or a court of competent jurisdiction if such reimbursement is
        challenged.




-46-


Other
      than the $7,500 per month administrative fee payable to Parkwood
      Holdings Ltd., or to an affiliate of Parkwood Holdings, Ltd., 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, will
      be paid by us to any of our private stockholders, officers or directors who
      owned our common stock prior to the offering, or to any of their respective
      affiliates or family members for services rendered to us prior to or with
      respect to the initial transaction, provided, however, that, although no
      agreement or arrangement is currently in place or contemplated, Genuity
      Financial Group and its subsidiaries are not prohibited from earning a fee
      in
      connection with our initial business combination.




All
      ongoing and future transactions between us and any of our officers and directors
      or their respective affiliates, including loans by our officers and directors,
      will be on terms believed by us to be no less favorable than are available
      from
      unaffiliated third parties. Such transactions or loans, including any
      forgiveness of loans, will require prior approval by a majority of our
      uninterested “independent” directors (to the extent we have any) or the members
      of our board who do not have an interest in the transaction, in either case
      who
      had access, at our expense, to our attorneys or independent legal counsel.
      We
      will not enter into any such transaction unless our disinterested “independent”
directors (or, if there are no “independent” directors, our disinterested
      directors) determine that the terms of such transaction are no less favorable
      to
      us than those that would be available to us with respect to such a transaction
      from unaffiliated third parties.




Pursuant
      to our Audit Committee charter, following consummation of the offering, any
      related party transaction, as defined in SEC Rule S-K 404(a) must be
      reviewed and approved by our Audit Committee. The transactions described in
      this
      section were not pre-approved by our Audit Committee as they were entered into
      prior to consummation of our initial public offering.




**Director
      Independence**




The
      American Stock Exchange requires that a majority of our board of directors
      must
      be composed of "independent directors," which is defined generally as a person other
      than an officer or employee of ours or any other individual having a
      relationship, which, in the opinion of our board of directors would interfere
      with the director’s exercise of independent judgment in carrying out the
      responsibilities of a director.




Our
      board of directors has determined that each of Robert C.
      Hain, Stephen T. Moore and Robert Penteliuk are
      independent directors as such term is defined under the rules of the American
      Stock Exchange and Rule 10A-3 of the Exchange Act. Our independent
      directors will have regularly scheduled meetings at which only independent
      directors are present.




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




**Audit
      and Non-Audit Fees**




The
      following table sets forth the fees billed or anticipated for the periods
      indicated for professional services rendered by BDO Seidman, LLP, our
      independent registered public accounting firm.




**Fiscal Year Ended**
                **June
                  30, 2008**
              
              **Fiscal Year Ended**
                **June
                  30, 2007**Audit
                  Fees
              
              $
              71,020
              (1)
              99,783
              (2)Audit-Related
                  Fees
              
              $
              33,220
              (3)
              -Tax
                  Fees
              
              $
              -
              (4)
              -All
                  Other Fees
              
              $
              -
              
              -Total
              
              $
              104,240
              
              99,783





(1)
              Audit
                  fees for the fiscal year ended June 30, 2008 relate to the audit
                  of our
                  financial statements and internal control for the fiscal year ended
                  June
                  30, 2008, estimated at $38,000, and the quarterly reviews of financial
                  statements included in our quarterly reports on Form 10-Q for the
                  quarterly periods ended September, 2007, December 31, 2007 and
                  March 31,
                  2008 aggregating $33,020.




-47-


(2)
            Audit
                fees (including expenses) for the fiscal year ended June 30, 2007
                related
                to professional services rendered in connection with our initial
                public
                offering (financial statements included in our Registration Statement
                on
                Form S-1 and our Current Report on Form 8-K filed with the SEC on
                April
                18, 2007), aggregating $72,179, for the audit of our financial statements
                for the period from June 30, 2006 (date of inception) to June 30,
                2007,
                $19,880, and for the quarterly review of financial statements included
                in
                our quarterly report on Form 10-Q for the quarterly period ended
                March 31,
                2007, $7,724.




(3)
            Audit-related
                fees of $33,220 consist of consultations and professional services
                related
                to reviewing documents and proxy statements associated with a proposed
                business combination.  (4)
            Tax fees relate to professional services rendered
              for tax
              compliance, tax advice and tax planning.


**Approval
      of Independent Registered Public Accounting Firm Services and
      Fees**




The
      Audit
      Committee is responsible for appointing, setting compensation, and overseeing
      the work of the independent auditor. In recognition of this responsibility,
      the
      Audit Committee has established a policy to pre-approve all audit and
      permissible non-audit services provided by the independent auditor.




In
      addition to retaining BDO Seidman, LLP to audit our financial statements for
      the
      period July 1, 2007 through June 30, 2008, we may retain BDO Seidman, LLP to
      provide advisory services and due diligence work in connection with prospective
      business combinations in our 2009 fiscal year. We understand the need for BDO
      Seidman, LLP to maintain objectivity and independence in its audit of our
      financial statements.




-48-


**PART
      IV**




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




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




See
      financial statements commencing on page F-1 hereof.




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




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




**(a)(3)
      Exhibits**




**EXHIBIT
      INDEX**


**Exhibit
                Number**
              **Exhibit
                Description**
 ***1.1
                Underwriting
                    Agreement
  ***3.1
                Second
                    Amended and Restated Certificate of
                    Incorporation
 **3.2
              Restated
                  Bylaws
  ***4.1
              Specimen
                  Unit Certificate
  ***4.2
              Specimen
                  Common Stock Certificate
  ***4.3
              Specimen
                  Warrant Certificate
  ***4.4
              Unit
                  Purchase Option granted to
                  Representative
  ***4.5
              Warrant
                  Agreement between American Stock Transfer & Trust Company and the
                  Registrant
  ***4.6
              Securities
                  Escrow Agreement among American Stock Transfer & Trust Company, the
                  Initial Stockholders and the
                  Registrant
  ***10.1
              Investment
                  Management Trust Agreement between American Stock Transfer & Trust
                  Company and the Registrant
  ***10.2
              Registration
                  Rights Agreement among the Registrant and the Initial
                  Stockholders
  *10.3
              Administrative
                  Services Agreement between the Registrant and Parkwood Holdings
                  Ltd.
  *10.4
              Second
                  Amended and Restated Subscription Agreement between the Registrant
                  and TFC
                  Holdings Ltd.
  *10.5
              Promissory
                  Note issued to Parkwood Holdings Ltd. on July 12,
                  2006
  *10.6
              Second
                  Amended and Restated Warrant Purchase Agreement between the Registrant
                  and
                  Parkwood Holdings Ltd.
  ***10.7
              Letter
                  Agreement between the Registrant and Andrew A.
                  McKay
  ***10.8
              Letter
                  Agreement between the Registrant and Gordon A.
                  McMillan
  ***10.9
              Letter
                  Agreement between the Registrant and Robert
                  Penteliuk
  ***10.10
              Letter
                  Agreement between the Registrant and TFC Holdings
                  Ltd.
  ***10.11
              Letter
                  Agreement between the Registrant and Parkwood Holdings
                  Ltd.
  ***10.12
              Letter
                  Agreement between the Registrant and JovFunds Management
                  Inc.
   -49-
  ***10.13
              Letter
                  Agreement between the Registrant and Robert C.
                  Hain
  ***10.14
              Letter
                  Agreement between the Registrant and Stephen T.
                  Moore
  ***10.15
              Letter
                  Agreement between Registrant and Philip
                  Armstrong
  *10.16
              Promissory
                  Note issued to Parkwood Holdings Ltd. on February 2,
                  2007
  *10.17
              Extension
                  Agreement dated March 14, 2007
  ***10.18
              Amendment
                  to Securities Escrow Agreement
  ***10.19
              Form
                  of Indemnification Agreement
  24
              Power
                  of Attorney (included on the signature
                  page)
  31.1
              Certification
                  Pursuant to Rule 13a-14(a) under the Securities Exchange Act of
                  1934 of
                  the Principal Executive Officer
  31.2
              Certification
                  Pursuant to Rule 13a-14(a) under Securities Exchange Act of 1934
                  of the
                  Principal Financial Officer
  32.1
              Certification
                  Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section
                  906 of
                  the Sarbanes-Oxley Act of 2002 of the Principal Executive
                  Officer
  32.2
              Certification
                  Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section
                  906 of
                  the Sarbanes-Oxley Act of 2002 of the Principal Financial
                  Officer
  *99.1
              Audit
                  Committee Charter
  *99.2
              Code
                  of Ethics
  *99.3
              Nominating
                  Committee Charter





*
            Incorporated
                by reference to the documents previously filed by us with the SEC,
                as
                exhibits to our registration statement on Form S-1 (File
                No. 333-135790) effective as of April 11, 2007.**
            Incorporated
                by reference to the Restated Bylaws previously filed by us with the
                SEC,
                as an exhibit to our Form 8-K filed on May 15, 2007.***
            Incorporated
                by reference to the documents previously filed by us with the SEC,
                as
                exhibits to our Annual Report on Form 10-K for the fiscal year ended
                June
                30, 2007 (File No. 001-33385).





-50-


**SIGNATURES**




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




**TAILWIND
                FINANCIAL INC.**By:
            /s/Andrew
                A. McKayName:
            **Andrew
                A. McKay**Title:
            **Chief
                Executive Officer**




Date:
        September 15, 2008




**POWER
      OF ATTORNEY AND SIGNATURES**




Each
      of
      the undersigned officers and directors of Tailwind Financial Inc. hereby
      severally constitutes and appoints Andrew A. McKay, his true and lawful
      attorney, with full power to him, to sign for him in his name in the respective
      capacities indicated below, all amendments to this Annual Report on Form 10-K,
      and generally to do all things in his name and on his behalf in such capacities
      to enable Tailwind Financial Inc. to comply with the provisions of the
      Securities Exchange Act of 1934, as amended, and all requirements of the
      Securities and Exchange Commission.




Pursuant
        to the requirements of the Securities Exchange Act of 1934, this report has
        been
        signed below by the following persons on behalf of the registrant and in
        the
        capacities indicated on this 15th day of September,
        2008.




**Name**
              
              **Title**
              **Date**/s/Gordon
                  A. McMillanGordon
                  A. McMillan
              
              Chairman
                  of the Board
              September
                  15, 2008/s/Andrew
                  A. McKayAndrew
                  A. McKay
              
              Chief
                  Executive Officer (principal executive officer)
              September
                    15, 2008/s/
                  John AndersonJohn
                  Anderson
              
              Chief
                  Financial Officer (principal accounting and financial
                  officer)
              September
                    15, 2008/s/
                  Robert PenteliukRobert
                  Penteliuk
              
              Director
              September
                    15, 2008/s/
                  Robert C. HainRobert
                  C. Hain
              
              Director
              September
                    15, 2008






-51-




/s/
                  Stephen T. MooreStephen
                  T. Moore
              
              Director
              September
                    15, 2008/s/
                  Philip ArmstrongPhilip
                  Armstrong
              
              Director
              September
                    15, 2008


-52-


**FINANCIAL
      STATEMENTS**


**Tailwind
      Financial Inc.**


**(A
      Development Stage Company)**


**Index
      of Financial Statements**




**Page****Report
                  of Independent Registered Public Accounting Firm**
              
              F-2**Financial
                  Statements**Balance
                  Sheets as of June 30, 2008 and June 30, 2007
              
              F-3Statement
                  of Operations for the year ended June 30, 2008, the year from June
                  30,
                  2006 (date of inception) through June 30, 2007 and from June 30,
                  2006
                  (date of inception) to June 30, 2008
              
              F-4Statement
                  of Stockholders’ Equity for the period from June 30, 2006 (date of
                  inception) through June 30, 2008
              
              F-5Statement
                  of Cash Flows for the year ended June 30, 2008, the year from June
                  30,
                  2006 (date of inception) through June 30, 2007 and from June 30,
                  2006
                  (date of inception) to June 30, 2008
              
              F-6Notes
                  to Financial Statements for the period from June 30, 2006 (date
                  of
                  inception) through June 30, 2008
              
              F-7





F-1


**REPORT
      OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM**




To
      the
      Board of Directors and the Stockholders of


Tailwind
      Financial Inc.




We
      have
      audited the accompanying balance sheets of Tailwind Financial Inc. (a
      development stage company) as of June 30 2008 and 2007, and the related
      statements of operations, stockholders’ equity and cash flows for the years
      ended June 30, 2008 and 2007 and for the period from June 30, 2006 (date of
      inception) through June 30, 2008. 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 audits 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 from material misstatement. An audit also includes
      examining, on a test basis, evidence supporting the amounts and disclosures
      in
      the financial statements, assessing the accounting principles used and
      significant estimates made by management, as well as evaluating the overall
      financial statement presentation. We believe that our audits provide 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 Tailwind Financial Inc. as of
      June
      30, 2008 and 2007, and the results of its operations and its cash flows for
      the
      years ended June 30, 2008 and 2007 and for the period from June 30, 2006 (date
      of inception) to June 30, 2008 in conformity with accounting principles
      generally accepted in the United States of America.




The
      accompanying financial statements have been prepared assuming that the Company
      will continue as a going concern. As discussed in Note 1 to the financial
      statements, the Company is required to consummate a business combination within
      18 months of the Company’s initial public offering (by October 17,
      2008) or 24 months of the Company’s initial public offering (by April
      17, 2009) if certain extension criteria are met. The possibility of such
      business combination not being consummated raises substantial doubt about the
      Company’s ability to continue as a going concern, and the financial statements
      do not include any adjustments that might result from the outcome of this
      uncertainty.




We
        also
        have audited, in accordance with the standards of the Public Company Accounting
        Oversight Board (United States), the effectiveness of the Company’s internal
        control over financial reporting as of June 30, 2008, based on criteria
        established in *Internal
        Control — Integrated Framework* issued
        by the Committee of Sponsoring Organizations of the Treadway Commission (COSO)
        and our report dated September 12, 2008 expressed an unqualified opinion
        thereon.




/s/
      BDO
      Seidman, LLP


New
        York,
        New York


September
      12, 2008


F-2


**Tailwind
      Financial Inc.**




**(A
      Development Stage Company)**




**BALANCE
      SHEETS**




**June
                  30,**
                **2008**
              
              **June
                  30,**
                **2007****ASSETS****Current
                  assets:**Cash
              
              $
              33,383
              
              $
              129,799Cash
                  and cash equivalents held in Trust Account (Note 1)
              
              
              102,385,238
              
              
              100,900,143Prepaid
                  expenses
              
              
              13,750
              
              
              83,338Total
                  current assets
              
              $
              102,432,371
              
              $
              101,113,280**Fixed
                  assets, net of accumulated depreciation of $2,565**
              
              
              4,766
              
              
              -**Total
                  assets**
              
              $
              102,437,137
              
              $
              101,113,280**LIABILITIES
                  AND STOCKHOLDERS’ EQUITY****Current
                  liabilities:**Deferred
                  underwriting fee (Note 4)
              
              $
              3,000,000
              
              $
              3,000,000Accounts
                  payable and accrued expenses
              
              
              780,161
              
              
              271,852Income
                  taxes payable
              
              
              402,000
              
              
              271,000**Total
                  current liabilities**
              
              $
              4,182,161
              
              $
              3,542,852**Common
                  stock subject to possible conversion**(3,748,750
                  shares at conversion value) (Note 1)
              
              
              30,381,801
              
              
              30,147,534**Commitments**(Note
                  4)**Stockholders’
                  Equity**(Notes
                  1 and 3):Preferred
                  stock, par value $.01 per share, 5,000,000 shares authorized, 0
                  shares
                  issuedCommon
                  stock, par value $.001 per share, 70,000,000 shares authorized,
                  11,876,250
                  shares issued and outstanding (excluding 3,748,750 shares subject
                  to
                  possible conversion)
              
              
              11,876
              
              
              11,876Additional
                  paid-in capital
              
              
              66,554,862
              
              
              66,885,731Retained
                  earnings accumulated in the development stage
              
              
              1,306,437
              
              
              525,287**Total
                  stockholders’ equity**
              
              
              67,873,175
              
              
              67,422,894**Total
                  liabilities and stockholders’ equity**
              
              $
              102,437,137
              
              $
              101,113,280







See
      notes
      to financial statements.




F-3


**Tailwind
      Financial Inc.**




**(A
      Development Stage Company)**




**STATEMENTS
      OF OPERATIONS**




**Year
                  ended**
                **June
                  30, 2008**
              
              **For
                  the year from June 30, 2006 (Inception) to June 30,
                  2007**
              
              **For
                  the period from June 30, 2006 (Inception) to June 30,
                  2008**Interest
                  income
              
              $
              3,085,095
              
              $
              1,000,143
              
              $
              4,085,238Write
                  off of deferred acquisition costs (Note 7)
              
              
              1,337,802
              
              
              
              
              
              1,337,802Formation,
                  general and administrative expenses (Notes 4 and 5)
              
              
              564,143
              
              
              203,856
              
              
              767,999Income
                  before income taxes
              
              
              1,183,150
              
              
              796,287
              
              
              1,979,437Income
                  taxes (Note 5)
              
              
              402,000
              
              
              271,000
              
              
              673,000Net
                  income for the period
              
              $
              781,150
              
              $
              525,287
              
              $
              1,306,437Accretion
                  of Trust Account relating to common stock subject to possible
                  conversion
              
              
              234,267
              
              
              157,534
              
              
              391,801Net
                  income attributable to common stockholders
              
              $
              546,883
              
              $
              367,753
              
              $
              914,636Number
                  of shares outstanding subject to possible conversion, basic and
                  diluted
              
              
              3,748,750
              
              
              3,748,750Net
                  income per share subject to possible conversion, basic and
                  diluted
              
              $
              0.06
              
              $
              0.04Weighted
                  average number of shares outstanding, basic and diluted
              
              
              11,876,250
              
              
              4,918,289Net
                  income per share, basic and diluted
              
              $
              0.05
              
              $
              0.07




See
      notes
      to financial statements.


F-4


**Tailwind
      Financial Inc.**




**(A
      Development Stage Company)**




**STATEMENTS
      OF STOCKHOLDERS’ EQUITY**


**For
                  the period from June 30, 2006 (Inception) to June 30,
                  2008****Common
                  Stock**
              
              **Additional
                  Paid-In**
              
              **Treasury**
              
              **Retained
                  earnings accumulated in the development****Shares**
              
              **Amount**
              
              **Capital**
              
              **Stock**
              
              **stage**
              
              **Total****Balance
                  at June 30, 2006**
              
              
              -
              
              $
              -
              
              $
              -
              
              $
              -
              
              $
              -
              
              $
              -Issuance
                  of Common Stock to initial stockholder
              
              
              3,593,750
              
              
              3,594
              
              
              27,656
              
              
              -
              
              
              -
              
              
              31,250Proceeds
                  from sale of underwriter’s purchase option
              
              
              -
              
              
              -
              
              
              100
              
              
              -
              
              
              -
              
              
              100Proceeds
                  from issuance of warrants
              
              
              -
              
              
              -
              
              
              4,700,000
              
              
              -
              
              
              -
              
              
              4,700,000Sale
                  of 12,500,000 units through public offering net of underwriter’s discount
                  and offering expenses and net of $29,990,000 of proceeds allocable
                  to
                  3,748,750 shares of common stock subject to possible
                  conversion
              
              
              8,751,250
              
              
              8,751
              
              
              62,315,040
              
              
              -
              
              
              -
              
              
              62,323,791Forfeiture
                  of common stock issued to initial stockholder
              
              
              
              
              
              
              
              
              3,520,312
              
              
              (3,520,312
              )
              
              -
              
              
              -Cancellation
                  of common stock received from initial stockholder (Note 1)
              
              
              (468,750
              )
              
              (469
              )
              
              (3,519,843
              )
              
              3,520,312
              
              
              -
              
              
              -Net
                  income for the year
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              525,287
              
              
              525,287Accretion
                  of Trust Account relating to common stock subject to possible conversion
              
              
              -
              
              
              -
              
              
              (157,534
              )
              
              -
              
              
              -
              
              
              (157,534
              )**Balance
                  at June 30, 2007**
              
              
              11,876,250
              
              
              11,876
              
              
              66,885,731
              
              
              -
              
              
              525,287
              
              
              67,422,894Additional
                  cost of initial public offering
              
              
              
              
              
              
              
              
              (96,602
              )
              
              
              
              
              
              
              
              (96,602
              )Net
                  income for the year
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              781,150
              
              
              781,150Accretion
                  of Trust Account relating to common stock subject to possible
                  conversion
              
              
              
              
              
              
              
              
              (234,267
              )
              
              
              
              
              
              
              
              (234,267
              )**Balance
                  at June 30, 2008**
              
              
              11,876,250
              
              
              11,876
              
              $
              66,554,862
              
              
              -
              
              $
              1,306,437
              
              $
              67,873,175


See
      notes
      to financial statements.


F-5


**Tailwind
      Financial Inc.**




**(A
      Development Stage Company)**




**STATEMENTS
      OF CASH FLOWS**




**Year
                  ended**
                **June
                  30, 2008**
              
              **For
                  the year from June 30, 2006 (Inception) to**
                **June
                  30, 2007**
              
              **For
                  the period from June 30, 2006 (Inception) to**
                **June
                  30, 2008****OPERATING
                  ACTIVITIES**Net
                  income for the period
              
              $
              781,150
              
              $
              525,287
              
              $
              1,306,437Adjustments
                  to reconcile net income to net cash provided by operating
                  activities:
              
              
              -
              
              
              -
              
              
              -Depreciation
                  of fixed assets
              
              
              2,565
              
              
              -
              
              
              2,565Prepaid
                  expenses
              
              
              69,588
              
              
              (83,338
              )
              
              (13,750
              )Accounts
                  payable and accrued expenses
              
              
              508,309
              
              
              171,852
              
              
              680,161Income
                  taxes payable
              
              
              131,000
              
              
              271,000
              
              
              402,000**Net
                  cash provided by operating activities**
              
              $
              1,492,612
              
              $
              884,801
              
              $
              2,377,413**INVESTING
                  ACTIVITIES**Cash
                  contributed to Trust Account
              
              
              -
              
              
              (100,000,000
              )
              
              (100,000,000
              )Interest
                  reinvested in Trust Account
              
              
              (3,085,095
              )
              
              (1,000,143
              )
              
              (4,085,238
              )Cash
                  transferred from Trust Account to operations
              
              
              1,600,000
              
              
              100,000
              
              
              1,700,000Purchase
                  of fixed assets
              
              
              (7,331
              )
              
              -
              
              
              (7,331
              )**Net
                  cash used in investing activities**
              
              $
              (1,492,426
              )
              $
              (100,900,143
              )
              $
              (102,392,569
              )**FINANCING
                  ACTIVITIES**Proceeds
                  from issuance of common stock to initial stockholder
              
              
              -
              
              
              31,250
              
              
              31,250Proceeds
                  from notes payable to initial stockholder
              
              
              -
              
              
              368,750
              
              
              368,750Repayment
                  of notes payable to initial stockholder
              
              
              -
              
              
              (368,750
              )
              
              (368,750
              )Proceeds
                  from issuance of insider warrants
              
              
              -
              
              
              4,700,000
              
              
              4,700,000Proceeds
                  from issuance of underwriter’s purchase option
              
              
              -
              
              
              100
              
              
              100Portion
                  of net proceeds from sale of units through public offering allocable
                  to
                  shares of common stock subject to possible conversion
              
              
              -
              
              
              29,990,000
              
              
              29,990,000Net
                  proceeds from sale of units through public offering allocable
                  to:Stockholders’
                  equity
              
              
              -
              
              
              62,423,791
              
              
              62,423,791Deferred
                  underwriting fees
              
              
              -
              
              
              3,000,000
              
              
              3,000,000Additional
                  cost of initial public offering
              
              
              (96,602
              )
              
              -
              
              
              (96,602
              )**Net
                  cash provided by (used in) financing activities**
              
              $
              (96,602
              )
              $
              100,145,141
              
              $
              100,048,539**Net
                  increase (decrease) in cash**
              
              
              (96,416
              )
              
              129,799
              
              
              33,383**Cash**Beginning
                  of period
              
              
              129,799
              
              
              -
              
              
              -End
                  of period
              
              $
              33,383
              
              $
              129,799
              
              $
              33,383**Supplemental
                  disclosure of non-cash financing activities:**Accrued
                  offering costs
              
              
              -
              
              $
              100,000
              
              
              -Fair
                  value of underwriter’s purchase option included in offering
                  costs
              
              
              -
              
              $
              1,108,000
              
              $
              1,108,000Accretion
                  of Trust Account relating to common stock subject to possible
                  conversion
              
              $
              234,267
              
              $
              157,534
              
              $
              391,801**Cash
                  paid for income taxes**
              
              $
              271,000
              
              
              -
              
              $
              271,000


See
      notes
      to financial statements.




F-6


**TAILWIND
      FINANCIAL INC.**


**(A
      Development Stage Company)**


**NOTES
      TO FINANCIAL STATEMENTS**


**NOTE
      1 — ORGANIZATION AND BUSINESS OPERATIONS**




Tailwind
      Financial Inc. (the “Company”), was incorporated in Delaware on
      June 30, 2006 as a blank check development stage company whose objective is
      to acquire, through a purchase, asset acquisition, or other business combination
      (each a “Business Combination”) one or more operating businesses.





As
      of
      June 30, 2008, the Company is a development stage company. All activity through
      June 30, 2008 relates to the Company’s formation, public offering described
      below (the “Offering”), as well as activities relating to identification of and
      negotiations with a suitable business combination candidate (See Note 7 -
      Proposed Merger and Note 8 - Subsequent Events).





The
      Company consummated the Offering on April 17, 2007. The Company’s management has
      broad discretion with respect to the specific application of the net proceeds
      of
      the Offering, although substantially all of the net proceeds of the Offering
      are
      intended to be generally applied toward consummating a Business Combination.
      Furthermore, there is no assurance that the Company will be able to successfully
      consummate a Business Combination. Upon the closing of the Offering, 100% of
      the
      proceeds were deposited in a trust account (“Trust Account”) and invested only
      in “government securities” or in money market funds meeting certain conditions
      under Rule 2a-7 promulgated under the Investment Company Act of 1940 until
      the earlier of (i) the consummation of a first Business Combination or
      (ii) dissolution and liquidation of the Company. The Company, after signing
      a definitive agreement for the acquisition of a target business, will submit
      such transaction for stockholder approval. In the event that stockholders owning
      30% or more of the shares sold in the 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 Offering, including all of the officers and directors of the Company
      (“Initial Stockholders”), have agreed to vote their founding shares of common
      stock 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
      Offering. Accordingly, Public Stockholders holding 29.99% 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 computed
      without regard to the shares held by the Initial Stockholders. An amount
      of **** $29,990,000
      (plus accretion of $391,801 aggregating $30,381,801) has been classified as
      common stock subject to possible conversion in the balance sheet as at June
      30,
      2008.





On
        March 14, 2007, the Company’s amended and restated certificate of
        incorporation was filed which provides for the Company’s common stock to have a
        par value of $0.001 per share (as retroactively reflected in the financial
        statements). On April 12, 2007, the Company amended and restated its
        certificate of incorporation to provide for mandatory dissolution of the
        Company
        and subsequent liquidation of the funds held in the Trust Account in the
        event
        that the Company does not consummate a Business Combination or execute a
        letter
        of intent, agreement in principal or definitive agreement for a Business
        Combination within 18 months from the date of the consummation of the
        Offering (October 17, 2008). It also provides that 24 months from
        consummation of the Offering the Company’s corporate existence will cease (April
        17, 2009) unless certain extension criteria are met. On March 14, 2007, the
        Company’s Board of Directors declared a 1 for 1.15 stock split in the
        form of a stock dividend (as retroactively reflected in the financial
        statements). In the event of dissolution and liquidation, it is likely that
        the
        per share value of the residual assets remaining available for distribution
        (including Trust Account assets) will be less than the initial public offering
        price per share in the Offering (assuming no value is attributed to the warrants
        contained in the units offered in the Offering discussed in Note 3). The
        amended and restated certificate of incorporation authorizes 5,000,000 shares
        of
        preferred stock and 70,000,000 shares of common stock.





F-7


**TAILWIND
      FINANCIAL INC.**


**(A
      Development Stage Company)**


**NOTES
      TO FINANCIAL STATEMENTS**


The
      Initial Stockholders, at the time of the Offering, held 3,593,750 shares (after
      the 1 for 1.15 stock split referred to above). 468,750 of these shares would
      be
      redeemed if the underwriters’ over allotment option was not exercised. Because,
      on May 17, 2007, the overallotment option was not exercised, the Initial
      Stockholder returned the 468,750 shares to the Company for cancellation. At
      the
      date of the return and cancellation, management determined the fair value to
      be
      $7.51 per share based on the common stock closing price on May 17, 2007.
      Accordingly, on May 17, 2007, the Company recorded the $3,520,312 value of
      the
      shares contributed to treasury stock and a $3,520,312 corresponding credit
      to
      additional paid-in capital. Upon receipt, such shares were then immediately
      cancelled by the Company which resulted in the retirement of the treasury stock
      and a corresponding charge to additional paid-in capital and common
      stock.




As
        indicated in the accompanying financial statements, at June 30, 2008, the
        Company has earned interest income on funds held in the Trust Account and
        has incurred and expects to continue to incur significant costs in pursuit
        of
        its financing and acquisition plans. There is no assurance that the Company’s
        plans to consummate a Business Combination will be successful or successful
        within the target business acquisition period (see Note 7 - Proposed Merger
        and
        Note 8 - Subsequent Events).





**NOTE
      2—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES**





**Basis
      of Presentation**





The
      accompanying financial statements have been prepared in accordance with
      principles generally accepted in the United States of America (“GAAP”) and with
      the instructions to Form 10-K.





**Use
      of Estimates**





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





**Cash
      and Cash Equivalents**





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





**Deferred
      Acquisition Costs**





Costs
      related to proposed acquisitions are capitalized and in the event an acquisition
      does not occur, the costs are expensed.





**Fixed
      Assets**





Fixed
      assets consist of computer equipment at a cost of $7,331 and are depreciated
      on
      a straight line basis over two years.





**Concentration
      of Credit Risk**





Financial
      instruments that potentially subject the Company to credit risk consist of
      cash
      and cash equivalents. The Company’s policy is to limit the amount of credit
      exposure to any one financial institution and 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.


F-8


**TAILWIND
      FINANCIAL INC.**


**(A
      Development Stage Company)**


**NOTES
      TO FINANCIAL STATEMENTS**




Income
        Taxes





The
      Company recognizes deferred tax assets and liabilities for the expected future
      tax consequences of events that have been recognized in the Company’s financial
      statements or tax returns. Under this method, deferred tax assets and
      liabilities are determined based on the difference between the financial
      statement carrying amounts and the tax bases of assets and liabilities using
      enacted tax rates in effect in the years in which the differences are expected
      to reverse.





**Earnings
      Per Common Share**





Basic
        net
        income per share is calculated by dividing net income attributable to common
        stockholders by the weighted average number of common shares outstanding
        during
        the period. Calculation of the weighted average common shares outstanding
        during
        the period is based on 3,593,750 initial shares outstanding throughout the
        period from June 30, 2006 (inception) to June 30, 2008, 468,750 initial shares
        cancelled by the Company on May 17, 2007 (retroactively restated for this
        calculation to June 30, 2006) and 8,751,250 common shares outstanding after
        the
        completion of the Offering on April 17, 2007. Basic net income per share
        subject
        to possible conversion is calculated by dividing accretion of the Trust Account
        relating to common stock subject to possible conversion by 3,748,750 common
        shares subject to possible conversion. Diluted earnings per share reflects
        the
        potential dilution that could occur if securities or other contracts to issue
        common stock were exercised or converted into common stock or resulted in
        the
        issuance of common stock that then shared in the earnings of the entity.
        Since
        the effect of 19,700,000 outstanding warrants to purchase common stock and
        the
        outstanding unit purchase option issued to Deutsche Bank Securities Inc.
        are
        contingently exercisable, they have been excluded from the Company’s computation
        of diluted net income per share (see Note 3).





**Recently
      Issued Accounting Standards**





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





In
      September 2006, the FASB issued Statement No. 157, Fair Value Measurements
      (“SFAS No. 157”), which defines fair value, establishes a framework for
      measuring fair value under GAAP, and expands disclosures about fair value
      measurements. SFAS No. 157 applies to other accounting pronouncements that
      require or permit fair value estimates. The new guidance is effective for
      financial statements issued for fiscal years beginning after November 15, 2007,
      and for interim periods within those fiscal years. The Company will evaluate
      the
      potential impact, if any, of the adoption of SFAS No. 157 on its financial
      position and results of operations.





In
      February 2007, the FASB issued SFAS No. 159, “the Fair Value Option for
      Financial Assets and Financial Liabilities - including an amendment of FASB
      No.
      115, (“SFAS No. 159”). SFAS No. 159 permits entities to elect to measure many
      financial instruments and certain other items at fair value. Upon adoption
      of
      SFAS No. 159, an entity may elect the fair value option for eligible items
      that
      exist at the adoption date. Subsequent to the initial adoption, the election
      of
      the fair value option should only be made at initial recognition of the asset
      or
      liability or on a remeasurement event that gives rise to new-basis accounting.
      SFAS No. 159 does not effect any existing accounting literature that requires
      certain assets and liabilities to be carried at fair value nor does it eliminate
      disclosure requirements included in other accounting standards. SFAS No. 159
      is
      effective for fiscal years beginning after November 15, 2007 and may be adopted
      earlier but only if the adoption is in the first quarter of the fiscal year.
      The
      Company is evaluating whether it will adopt the provisions of SFAS No.
      159.





In
        December 2007, the FASB issued SFAS 141 (revised 2007), Business Combinations,
        (“SFAS 141(R)”). SFAS 141(R) retains the fundamental requirements of the
        original pronouncement requiring that the purchase method be used for all
        business combinations, but also provides revised guidance for recognizing
        and
        measuring identifiable assets and goodwill acquired, liabilities assumed,
        and
        any noncontrolling interest in the acquiree. It also requires the recognition
        of
        assets acquired and liabilities assumed arising from contingencies, the
        capitalization of in-process research and development at fair value, and
        the
        expensing of acquisition-related costs as incurred. SFAS 141(R) is
        effective for fiscal years beginning after December 15, 2008. In the event
        that the Company completes acquisitions subsequent to its adoption of SFAS
        141(R), the application of its provisions will likely have a material impact
        on
        the Company’s results of operations, although the Company is not currently able
        to estimate that impact.


F-9


**TAILWIND
      FINANCIAL INC.**


**(A
      Development Stage Company)**


**NOTES
      TO FINANCIAL STATEMENTS**




In
      December 2007, the FASB issued SFAS 160, *Noncontrolling
      Interests in Consolidated Financial Statements—an amendment of ARB
      No. 51* .
      SFAS
      160 requires that ownership interests in subsidiaries held by parties other
      than
      the parent, and the amount of consolidated net income, be clearly identified,
      labeled and presented in the consolidated financial statements. It also requires
      once a subsidiary is deconsolidated, any retained noncontrolling equity
      investment in the former subsidiary be initially measured at fair value.
      Sufficient disclosures are required to clearly identify and distinguish between
      the interests of the parent and the interests of the noncontrolling owners.
      It
      is effective for fiscal years beginning after December 15, 2008, and
      requires retroactive adoption of the presentation and disclosure requirements
      for existing minority interests. All other requirements are applied
      prospectively. The Company does not expect the adoption of SFAS 160 to have
      a
      material impact on its financial condition or results of
      operations.





The
      Company does not believe that any other recently issued, but not yet effective,
      accounting standards, if currently adopted, would have a material effect on
      the
      accompanying financial statements.





**NOTE
      3—PUBLIC OFFERING**





In
      the
      Offering, the Company sold to the public 12,500,000 units (“Units”) at a price
      of $8.00 per Unit. Proceeds from the Offering totaled approximately $95,300,000,
      which was net of approximately $4,700,000 in underwriting fees and other
      expenses paid at closing or previously. The Company also sold in a private
      placement immediately prior to the Offering 4,700,000 warrants for proceeds
      of
      $4,700,000.





Each
      Unit
      consists of one share of the Company’s common stock, $0.001 par value, and one
      Callable Common Stock Purchase Warrant (“Warrant”). Each Warrant entitles the
      holder to purchase from the Company one share of common stock at an exercise
      price of $6.00 commencing the later of the consummation of a Business
      Combination or April 11, 2008 and expiring April 11, 2011. The Warrants are
      callable 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 $11.50 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 the
      call
      is given. The Company may not call the warrants unless the warrants and the
      shares of common stock underlying the warrants are covered by an effective
      registration statement from the beginning of the measurement period through
      the
      date fixed for the call. The Company’s obligation is to use its best efforts in
      connection with the registration rights agreement and upon exercise of the
      Warrants, it can satisfy its obligation by delivering unregistered shares of
      common stock. If a registration statement is not effective at the time a warrant
      is exercised, the Company will not be obliged to deliver common stock, and
      there
      are no contracted penalties for failure to do so.





The
      Company sold the Units issued in the Offering to Deutsche Bank Securities Inc.
      at a price per share equal to $7.44 (a discount of $0.56 per share), resulting
      in an aggregate underwriting discount to Deutsche Bank Securities Inc. of
      $7,000,000. The Company also sold to Deutsche Bank Securities Inc., for $100,
      an
      option to purchase up to a total of 625,000 units. The Company accounted for
      the
      fair value of the option as an expense of the Offering resulting in a charge
      to
      stockholders equity with an equivalent increase in additional paid-in capital.
      The Company has determined, based upon a Black-Scholes model, that the fair
      value of the option on the date of sale was approximately $1.1 million using
      an
      expected life of four years, volatility of 27.96% and a risk-free interest
      rate
      of 4.65%.





The
      units
      issuable upon exercise of the above noted option are identical to those offered
      in the Offering except that the warrants included in the option have an exercise
      price of $7.20 per share (120% of the exercise price of the Warrants included in
      the Units sold in the Offering). This option is exercisable at $9.60 per unit,
      commencing on the later of the consummation of a Business Combination and April
      11, 2008 and expiring April 11, 2011. The option and the 625,000 units, the
      625,000 shares of common stock and the 625,000 warrants underlying such units,
      and the 625,000 shares of common stock underlying such warrants, have been
      deemed compensation by the NASD and are therefore subject to a 180-day lock-up
      pursuant to Rule 2710(g)(1) of the NASD Conduct Rules. Additionally, the option
      may not be sold, transferred, assigned, pledged or hypothecated for a one-year
      period (including the foregoing 180-day period) following the effective date
      of
      the registration statement except to any underwriter and selected dealer
      participating in the offering and their bona fide officers or partners. The
      option and its underlying securities have been registered under the registration
      statement of which the Offering prospectus forms a part. The exercise price
      and
      number of units issuable upon exercise of the option may be adjusted in certain
      circumstances including in the event of a stock dividend, extraordinary
      dividend, our recapitalization, reorganization, merger or consolidation.
      However, the option will not be adjusted for issuances of common stock at a
      price below the exercise price of the warrants included in the option.





F-10


**TAILWIND
      FINANCIAL INC.**


**(A
      Development Stage Company)**


**NOTES
      TO FINANCIAL STATEMENTS**


**NOTE
      4—COMMITMENTS**





The
        Company utilizes certain administrative, technology and secretarial services,
        as
        well as certain limited office space provided by an affiliate of one of the
        Initial Stockholders. Such affiliate has agreed that, until the consummation
        of
        a Business Combination, it will make such services available to the Company,
        as
        may be required by the Company from time to time. The Company has agreed
        to pay
        such affiliate $7,500 per month for such services commencing on the effective
        date of the Offering. Included in formation, general and administrative expenses
        for the year ended June 30, 2008 is $90,000 of such costs ($112,500 for the
        period from June 30, 2006 to June 30, 2008).





In
      connection with the Offering, the Company entered into an underwriting agreement
      (the “Underwriting Agreement”) with the underwriters in the Offering. Pursuant
      to the Underwriting Agreement, the Company was obligated to pay the underwriter
      for certain fees and expenses related to the Offering, including underwriters
      discounts of $7,000,000. The Company paid $4,000,000 of the underwriting
      discount upon closing of the Offering. The Company and the underwriters have
      agreed that payment of the balance of the underwriting discount of $3,000,000
      will be deferred until consummation of the Business Combination. Accordingly,
      a
      deferred underwriting fee comprised of the deferred portion of the underwriting
      discount is included in the accompanying balance sheet at June 30,
      2008.





**NOTE
      5—INCOME TAXES**





Provision
      for income taxes for the year ended June 30, 2008 consists of current federal
      tax of $402,000 ($673,000 for the period from June 30, 2006 to June 30,
      2008).





The
        Company’s effective tax rate approximates the federal statutory rate. No
        provision for state and local income taxes has been made since the Company
        was
        formed as a vehicle to effect a Business Combination and, as a result is
        not
        engaged in a trade or business in any state. The Company is incorporated
        in
        Delaware and accordingly is subject to franchise taxes. Delaware franchise
        tax
        expense of $133,214 for the year ended June 30, 2008 ($168,214 for the period
        from June 30, 2006 to June 30, 2008), is included as part of general and
        administrative expenses in the accompanying statements of
        operations.





F-11




**TAILWIND
        FINANCIAL INC.**
 **(A
        Development Stage Company)**
 **NOTES
        TO FINANCIAL STATEMENTS**
 **NOTE
          6—** **SUMMARIZED
          QUARTERLY FINANCIAL INFORMATION (UNAUDITED)**
 **Quarter
                    Ended****June
                    30, 2008**
                
                **March
                    31, 2008**
                
                **Dec.
                    31, 2007**
                
                **Sept
                    30, 2007**
                
                **June
                    30, 2007**
                
                **March
                    31, 2007**
                
                **Dec
                    31, 2006**
                
                **Sept
                    30, 2006**Interest
                    Income
                
                $
                345,370
                
                $
                678,340
                
                $
                946,049
                
                $
                1,115,336
                
                $
                1,000,143
                
                
                **-**
                
                
                **-**
                
                
                **-**Write
                    off of deferred acquisition costs
                
                
                1,337,802
                
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                -Formation,
                    general and administrative expenses
                
                
                135,282
                
                
                146,847
                
                
                172,460
                
                
                109,554
                
                
                200,503
                
                
                1,353
                
                
                1,000
                
                
                1,000Income
                    (loss) before taxes
                
                
                (1,127,704
                )
                
                531,493
                
                
                773,589
                
                
                1,005,782
                
                
                799,640
                
                
                (1,353
                )
                
                (1,000
                )
                
                (1,000
                )Income
                    taxes
                
                
                (388,000
                )
                
                181,000
                
                
                263,000
                
                
                346,000
                
                
                271,000
                
                
                -
                
                
                -
                
                
                -Net
                    income (loss) for the period
                
                $
                (739,714
                )
                $
                350,493
                
                $
                510,589
                
                $
                659,782
                
                $
                528,640
                
                $
                (1,353
                )
                $
                (1,000
                )
                $
                (1,000
                )Accretion
                    of Trust Account relating to common stock subject to possible
                    conversion
                
                
                (221,840
                )
                
                105,113
                
                
                153,127
                
                
                197,868
                
                
                157,534
                
                
                -
                
                
                -
                
                
                -Net
                    income(loss) attributable to common stockholders
                
                $
                (517,873
                )
                $
                245,380
                
                $
                357,462
                
                $
                461,914
                
                $
                371,106
                
                $
                (1,353
                )
                $
                (1,000
                )
                $
                (1,000
                )Number
                    of shares outstanding subject to possible conversion, basic and
                    diluted
                
                
                3,748,750
                
                
                3,748,750
                
                
                3,748,750
                
                
                3,748,750
                
                
                3,748,750
                
                
                **-**
                
                
                **-**
                
                
                **-**Net
                    income (loss) per share subject to possible conversion, basic
                    and
                    diluted
                
                $
                (0.06
                )
                $
                0.03
                
                $
                0.04
                
                $
                0.05
                
                $
                0.04
                
                
                -
                
                
                -
                
                
                -Weighted
                    average number of shares outstanding, basic and diluted
                
                
                11,876,250
                
                
                11,876,250
                
                
                11,876,250
                
                
                11,876,250
                
                
                4,918,289
                
                
                3,593,750
                
                
                3,593,750
                
                
                3,593,750Net
                    income (loss) per share, basic and diluted
                
                $
                (0.04
                )
                
                0.02
                
                
                0.03
                
                
                0.04
                
                
                0.08
                
                
                (0.00
                )
                
                (0.00
                )
                
                (0.00
                )


**NOTE
      7—PROPOSED MERGER**





On
        January 8, 2008, the Company announced that it had entered into an agreement
        and
        plan of merger with Asset Alliance Corporation (“Asset Alliance”), a
        multi-faceted investment management firm specializing in alternative
        investments, whereby the Company would have acquired all of the outstanding
        common stock of Asset Alliance in exchange for shares of the Company’s common
        stock, allowing Asset Alliance to access the public markets through the proposed
        transaction with the Company. In
        connection with the proposed transaction, the Company incurred approximately
        $1.3 million of acquisition costs which cost were written off during the
        quarter ended June 30, 2008. On August 6, 2008 the Company formally
        provided notice to Asset Alliance of its decision to terminate the agreement
        and
        plan of merger.





**NOTE
      8—SUBSEQUENT EVENTS**





On
      August
      27, 2008, the Company announced that it has signed a non-binding letter of
      intent with GrandUnion Inc., a shipping company headquartered in Piraeus,
      Greece. The non-binding letter of intent contemplates the acquisition by
      Tailwind of 20 vessels operating in the dry bulk industry, including nine new
      vessels to be delivered in 2010 and 2011. The acquisition of the eleven existing
      vessels is valued in excess of $600 million.





F-12


**TAILWIND
      FINANCIAL INC.**


**(A
      Development Stage Company)**


**NOTES
      TO FINANCIAL STATEMENTS**


As
        provided for in the Offering, $1,700,000 of the Trust Account will be used
        to
        identify and evaluate prospective acquisition candidates, to perform business
        due diligence on prospective target businesses, to travel to and from offices,
        plants or similar locations of prospective target businesses, to select the
        target business, to acquire and structure, negotiate, and consummate the
        business combination. The Initial Stockholders are responsible for any expenses
        in excess of $1,700,000 that may be incurred in connection with the pursuit
        of a
        business combination. Such amounts will be reimbursed upon consummation of
        a
        business combination.


F-13


**EXHIBIT INDEX**


**Exhibit
                Number**
              **Exhibit
                Description**  ***1.1
              Underwriting
                  Agreement
  ***3.1
              Second
                  Amended and Restated Certificate of
                  Incorporation
  **3.2
              Restated
                  Bylaws
  ***4.1
              Specimen
                  Unit Certificate
  ***4.2
              Specimen
                  Common Stock Certificate
  ***4.3
              Specimen
                  Warrant Certificate
  ***4.4
              Unit
                  Purchase Option granted to
                  Representative
  ***4.5
              Warrant
                  Agreement between American Stock Transfer & Trust Company and the
                  Registrant
  ***4.6
              Securities
                  Escrow Agreement among American Stock Transfer & Trust Company, the
                  Initial Stockholders and the
                  Registrant
  ***10.1
              Investment
                  Management Trust Agreement between American Stock Transfer & Trust
                  Company and the Registrant
  ***10.2
              Registration
                  Rights Agreement among the Registrant and the Initial
                  Stockholders
  *10.3
              Administrative
                  Services Agreement between the Registrant and Parkwood Holdings
                  Ltd.
  *10.4
              Second
                  Amended and Restated Subscription Agreement between the Registrant
                  and TFC
                  Holdings Ltd.
  *10.5
              Promissory
                  Note issued to Parkwood Holdings Ltd. on July 12,
                  2006
  *10.6
              Second
                  Amended and Restated Warrant Purchase Agreement between the Registrant
                  and
                  Parkwood Holdings Ltd.
  ***10.7
              Letter
                  Agreement between the Registrant and Andrew A.
                  McKay
  ***10.8
              Letter
                  Agreement between the Registrant and Gordon A.
                  McMillan
  ***10.9
              Letter
                  Agreement between the Registrant and Robert
                  Penteliuk
  ***10.10
              Letter
                  Agreement between the Registrant and TFC Holdings
                  Ltd.
  ***10.11
              Letter
                  Agreement between the Registrant and Parkwood Holdings
                  Ltd.
  ***10.12
              Letter
                  Agreement between the Registrant and JovFunds Management
                  Inc.
  ***10.13
              Letter
                  Agreement between the Registrant and Robert C.
                  Hain
  ***10.14
              Letter
                  Agreement between the Registrant and Stephen T.
                  Moore
  ***10.15
              Letter
                  Agreement between Registrant and Philip
                  Armstrong
  *10.16
              Promissory
                  Note issued to Parkwood Holdings Ltd. on February 2,
                  2007
  *10.17
              Extension
                  Agreement dated March 14, 2007
  ***10.18
              Amendment
                  to Securities Escrow Agreement
  ***10.19
              Form
                  of Indemnification Agreement
  24
              Power
                  of Attorney (included on the signature
                  page)
  31.1
              Certification
                  Pursuant to Rule 13a-14(a) under the Securities Exchange Act of
                  1934 of
                  the Principal Executive Officer
   
  31.2
              Certification
                  Pursuant to Rule 13a-14(a) under Securities Exchange Act of 1934
                  of the
                  Principal Financial Officer
  32.1
              Certification
                  Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section
                  906 of
                  the Sarbanes-Oxley Act of 2002 of the Principal Executive
                  Officer
  32.2
              Certification
                  Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section
                  906 of
                  the Sarbanes-Oxley Act of 2002 of the Principal Financial
                  Officer
  *99.1
              Audit
                  Committee Charter
  *99.2
              Code
                  of Ethics
  *99.3
              Nominating
                  Committee Charter







*
            Incorporated
                by reference to the documents previously filed by us with the SEC,
                as
                exhibits to our registration statement on Form S-1 (File
                No. 333-135790) effective as of April 11, 2007.**
            Incorporated
                by reference to the Restated Bylaws previously filed by us with the
                SEC,
                as an exhibit to our Form 8-K filed on May 15, 2007.***
            Incorporated
                by reference to the documents previously filed by us with the SEC,
                as
                exhibits to our Annual Report on Form 10-K for the fiscal year ended
                June
                30, 2007 (File No. 001-33385).