** **

**UNITED STATESSECURITIES AND EXCHANGE COMMISSION**

**Washington D.C.  20549**

** **

**FORM 10-K**

** **

**(Mark One)**

**x**                              ANNUALREPORT PURSUANT TO SECTION 13 OR 15(d) OF THESECURITIES EXCHANGE ACT OF 1934

**For the fiscal year endedDecember 31, 2006**

**Or**

**o**                                 TRANSITIONREPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF1934

**Forthe transition period from                       to                       **

**CommissionFile Number 333-136536**

**Information Services Group, Inc.**

(Exact name of registrant as specified in its charter)

 

| **Delaware**              | ** ** | **20-5261587**                           |
|---------------------------|------------|------------------------------------------|
| (State of  Incorporation) |       | (I.R.S. Employer  Identification Number) |

** **

**Four Stamford Plaza**

**107 Elm Street**

**Stamford, CT  06902**

(Address of principalexecutive offices and zip code)

Registrant’s telephonenumber, including area code:  **(203) 517-3100**

Securities registeredpursuant to Section 12(b) of the Act:

| **Title of each class**                   |   | **Name of  each exchange on which registered** |
|-------------------------------------------|--------|------------------------------------------------|
| Units                                     |   | American Stock  Exchange                       |
| Shares of Common  Stock, $0.001 par value |   | American Stock  Exchange                       |
| Warrants                                  |   | American Stock  Exchange                       |

 

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

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

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

Indicate by check markwhether the registrant:  (1) has filedall reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter periodthat the registrant was required to file such reports), and (2) has beensubject to such filing requirements for the past 90 days.  Yes o    No x

Indicate by check mark ifdisclosure of delinquent filers pursuant to Item 405 ofRegulation S-K is not contained herein, and will not be contained, to thebest of registrant’s knowledge, in definitive proxy or information statementsincorporated by reference in Part III of this Form 10-K or any amendment tothis Form 10-K.  o

Indicate by check markwhether the registrant is a large accelerated filer, an accelerated filer, or anon-accelerated filer.  See definition of“accelerated filer and large accelerated filer” in Rule 12b-2 of theExchange Act.  (Check one):

| Large accelerated filer o |   | Accelerated  filer o |   | Non-accelerated  filer x |
|---------------------------|--------|----------------------|--------|--------------------------|

 

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

The aggregate marketvalue of the voting common stock, par value $0.001 per share, held bynon-affiliates of the registrant computed by reference to the closing salesprice for the registrant’s common stock on March 29, 2007, as reported onthe American Stock Exchange was approximately $243,871,875. (The registrantbecame subject to the reporting requirements of the Exchange Act in February2007 and, therefore, is not able to provide information about the market valueas of the end of any period in 2006.)

In determining the marketvalue of the voting stock held by any non-affiliates, shares of common stock ofthe registrant beneficially owned by directors, officers and other holders ofnon-publicly traded shares of common stock of the registrant have beenexcluded. This determination of affiliate status is not necessarily aconclusive determination for other purposes.

As of March 29,2007, the registrant had outstanding 40,429,687 shares of common stock, parvalue $0.001 per share, of which 32,343,750 such shares are publicly traded.

**DOCUMENTSINCORPORATED BY REFERENCE**

LIST HEREUNDER THEDOCUMENTS FROM WHICH PARTS THEREOF HAVE BEEN INCORPORATED BY REFERENCE AND THEPART OF THE FORM 10-K INTO WHICH SUCH INFORMATION IS INCORPORATED:

NONE.

 

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**TABLEOF CONTENTS**

 
| **SAFE HARBOR STATEMENT**                                                                 |   |                                                                                                                |
|-------------------------------------------------------------------------------------------|--------|---------------------------------------------------------------------------------------------------------------------|
|                                                                                      |   |                                                                                                                |   |   |
| **PART I**                                                                                |   |                                                                                                                |   |   |
|                                                                                      |   |                                                                                                                |   |   |
| Item  1.                                                                                  |   | Business                                                                                                            |   |   |
| Item 1A.                                                                             |   | Risk  Factors                                                                                                       |   |   |
| Item 1B.                                                                             |   | Unresolved Staff  Comments                                                                                          |   |   |
| Item  2.                                                                                  |   | Properties                                                                                                          |   |   |
| Item  3.                                                                                  |   | Legal  Proceedings                                                                                                  |   |   |
| Item 4.                                                                                   |   | Submission of  Matters to a Vote of Security Holders                                                                |   |   |
|                                                                                      |   |                                                                                                                |   |   |
| **PART II**                                                                               |   |                                                                                                                |   |   |
|                                                                                      |   |                                                                                                                |   |   |
| Item 5.                                                                                   |   | Market for  Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases  of Equity Securities |   |   |
| Item 6.                                                                                   |   | Selected Financial  Data                                                                                            |   |   |
| Item 7.                                                                                   |   | Management’s  Discussion and Analysis of Financial Condition and Results of Operations                         |   |   |
| Item 7A.                                                                             |   | Quantitative  and Qualitative Disclosures About Market Risk                                                         |   |   |
| Item 8.                                                                                   |   | Financial  Statements and Supplementary Data.                                                                       |   |   |
| Item 9.                                                                                   |   | Changes in and  Disagreements with Accountants on Accounting and Financial Disclosure                               |   |   |
| Item 9A.                                                                             |   | Controls and  Procedures                                                                                            |   |   |
| Item 9B.                                                                             |   | Other Information                                                                                                   |   |   |
|                                                                                      |   |                                                                                                                |   |   |
| **PART III**                                                                              |   |                                                                                                                |   |   |
|                                                                                      |   |                                                                                                                |   |   |
| Item 10.                                                                                  |   | Directors and  Executive Officers of the Registrant                                                                 |   |   |
| Item 11.                                                                                  |   | Executive  Compensation                                                                                             |   |   |
| Item 12.                                                                                  |   | Security  Ownership and Certain Beneficial Owners and Management and Related  Stockholder Matters                   |   |   |
| Item 13.                                                                                  |   | Certain  Relationships, Related Transactions and Director Independence                                              |   |   |
| Item 14.                                                                                  |   | Principal  Accountant Fees and Services                                                                             |   |   |
|                                                                                      |   |                                                                                                                |   |   |
| **PART IV**                                                                               |   |                                                                                                                |   |   |
|                                                                                      |   |                                                                                                                |   |   |
| Item 15.                                                                                  |   | Exhibits and  Financial Statement Schedules                                                                         |   |   |
|                                                                                      |   |                                                                                                                |   |   |
| SIGNATURES                                                                                |   |                                                                                                                |   |
|                                                                                      |   |                                                                                                                |   |   |
| Certification of CEO Pursuant to Section 302                                         |   |                                                                                                                |
| Certification of Principal Financial and Accounting  Officer Pursuant to Section 302 |   |                                                                                                                |
| Certification of CEO Pursuant to Section 906                                         |   |                                                                                                                |
| Certification of Principal Financial and Accounting  Officer Pursuant to Section 906 |   |                                                                                                                |

 

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**SAFEHARBOR STATEMENT**

This Annual Report on Form 10-K contains statements relating to futureresults of Information Services Group, Inc. (including certain projections andbusiness trends) that are “forward-looking statements” within the meaning ofSection 27A of the Securities Act of 1933, as amended, and Section 21E of theSecurities Exchange Act of 1934, as amended, and are subject to the “safeharbor” created by those sections. Forward-looking statements frequently are identifiable by the use ofwords such as “may,” “should,” “could,” “would,” “expect,” “plan,” “anticipate,”“believe,” “estimate,” “continue,” or the negative of such terms and othersimilar expressions.  Our actual resultsmay differ materially from those projected as a result of certain risks anduncertainties.  These risks anduncertainties include, but are not limited to, those set forth in Item 1A. RiskFactors and elsewhere in this Annual Report on Form 10-K and those detailedfrom time to time in our other filings with the Securities and ExchangeCommission.  These forward-lookingstatements are made only as of the date hereof, and we undertake no obligationto update or revise the forward-looking statements, whether as a result of newinformation, future events or otherwise.

 

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**PART I**

**Item1.   Business**

**OurCompany**

We are a blank check company organized under the laws of the State ofDelaware on July 20, 2006.  We wereformed to acquire, through a merger, capital stock exchange, asset acquisitionor other similar business combination, one or more domestic or internationaloperating businesses.  Our efforts inidentifying a prospective target will not be limited to a particular industry,although we intend to focus our efforts on the information services industry,including business, media, marketing and consumer informationopportunities.  These opportunities maybe in major industry segments such as consumer products, retail, financialservices, media, marketing, healthcare, government and technology.  We intend to identify acquisitionopportunities where we can apply management’s experience within these segmentsto enhance the value of the acquired company’s product and service offerings.

Although we intend to focus on identifying acquisition candidates inthe information services industry and we will not initially actively seek toidentify acquisition candidates in other industries, in the event that anopportunity is presented to us in another industry, we may consider pursuingthat opportunity if we conclude that it represents an attractive investmentopportunity.  In addition, if we areunable to identify an acquisition candidate which we deem to be attractive inthe information services industry after having expended a reasonable amount oftime and effort to identify such a candidate, we may then decide to moreactively seek opportunities in other industries.  At present, we are not able to ascertain(i) what opportunities, if any, in industries outside of the targetindustry may be presented to us, (ii) how much time and effort we mayexpend prior to determining that we may not be able to identify favorableinvestment opportunities in the information services industry or(iii) which other industries we may choose to examine with the objectiveof identifying a favorable investment opportunity.  In the event we elect to pursue an investmentoutside of the target industry, we expect that our management, in conjunctionwith our board of directors and senior advisors, will engage in discussions toidentify, based upon their respective familiarity with the business climate ingeneral and specific industries in particular, one or more other industrieswhich are likely to include a significant number of companies which would besuitable acquisition candidates.  Oncehaving identified such industry or industries, we would make known our interestin those industries to investment bankers and others who we believe may be ableto identify companies in such industry or industries that may be candidates fora transaction.

We believe, based on our management’s experience in the targetindustry, that the projected demand for products and services in theinformation services industry presents attractive opportunities forconsolidation and growth.  Theinformation services industry encompasses companies which create, produce,deliver, distribute and/or market products and services including:

·                  Market research, including researchanalytics, media measurement and related products and services;

·                  Marketing services, including targeted,measurable campaign execution and related analytics;

·                  Advisory services, including executionconsulting, data management, technology implementation and analytics;

·                  Data services, including data collection, data mining,data harmonization, data organization, data distribution, interpretation andreporting;

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·                  Products and services related to thecreation or placement of any type of advertising or media;

·                  Software to utilize, analyze, interpretand enhance market, business or consumer data;

·                  Internet-based services, products andtechnology relating to the collection, aggregation, measurement, analysis anddistribution of information; and

·                  Content, including text, audio, video,images and any combinations thereof, in print, broadcast, online or otherdistribution vehicles or any combinations thereof.

Although we may effect business combinations with companies operatingin any industry we choose, (including companies operating outside of the targetindustry under the circumstances described above) we believe that there are numerousbusiness opportunities in the industries on which we will be focused.  However, we have not conducted any researchwith respect to identifying the number and characteristics of the potentialbusiness combination candidates within our targeted industry, or any industry,or the likelihood or probability of success of any proposed businesscombination.  Accordingly, we can make noassurance that we will be able to locate a target business or that we will beable to engage in a business combination with a target business on favorableterms, or at all.

**OurIndustry**

According to Veronis Suhler Stevenson (“VSS”), the Professional andBusiness Information Services market, including the marketing informationservices sector, was a $125 billion market in 2005.  According to VSS, in 2005 the marketinginformation services sector was a $29 billion market encompassing marketresearch firms, monitoring services, and organizations that provide trackingand measurement of usage, price and product trends.  According to VSS, this sector grew at acompound annual rate of 7.3% from 2000 to 2005 and is projected to grow at acompound annual rate of approximately 7.9% through 2010.  We intend to focus on business, media,marketing and consumer information opportunities within this sector.

Management expects, based upon their experience in the target industry,strong growth in the information services industry as a result of severaltrends, including:

·                  *Shorter product lifecycles* requiremanufacturers to understand changing customer demand, minimize productdevelopment time, and appropriately deliver goods based upon current trends;

·                  *Increased productcomplexity* hascreated a growing need to understand consumer reaction in real time;

·                  *Globalization ofbusiness and information*creates demand from multi-national corporations to collect and analyzeinformation on a much broader scale. Further, differences in international infrastructure and culturesrequire tailored and more sophisticated collection and diagnostic tools;

·                  *Advancement in digital technology*, including the increasing accessibilityof the internet has significantly increased the complexity and volume ofinformation available to corporations. This presents an opportunity to provide better systems and enhanced analyticsto effectively utilize this information. This has also increased the amount of investment required to efficientlycollect, analyze and distribute data, content, information and analysis and theoverall level of sophistication required to be a competitive provider ofservices;

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·                  *Access to real-timedata* has changeddecision-making processes at the corporate level and increased competition forconsumer spending.  We expect that morecorporations will choose to make larger investments in their global informationand analytical practices over time.

We believe that in this environment, our management team, senioradvisors and board of directors will be able to leverage their extensiveindustry experience, knowledge and contacts to source and execute an acquisition.

**OurCompetitive Advantages**

We believe we possess several competitive advantages to source,evaluate and execute business combinations in our target industries, includingthe following:

*Global experience in the information servicesindustry.*  Our management brings extensive experiencewith global operations, mergers and acquisitions, acquisition integration, andfinancial experience with leading firms in the information servicesindustry.  Our Chairman and CEO, MichaelConnors, was Vice Chairman of ACNielsen Corporation, where he helped lead theturnaround of ACNielsen into a profitable company.  Mr. Connors led the successfulintegration of ACNielsen into VNU, becoming Chairman and CEO of VNU’s MediaMeasurement & Information Group and a member of VNU’s Executive Board.  Our Executive Vice President, Chief FinancialOfficer and Treasurer, Frank Martell, and our Executive Vice President, GeneralCounsel and Corporate Secretary, Earl Doppelt, also played major roles in theturnaround of ACNielsen Corporation and its successful integration into VNU.

*Extensive global contact and deal sourcing network.* Our management, senior advisors and board of directors have considerablecontacts in the information services industry that will enable us to not only identifyattractive business combination candidates, but also to recruit appropriatemanagement once an acquisition has been completed.

*Operational and financial expertise.* Our management has extensive experience in operating, acquiring andintegrating, and growing companies in our targeted industries.  We believe this will enable us to enhance thevalue of our acquisitions by adding strategic vision, operational and financialdiscipline, technology implementation, new product development and othercorporate development initiatives.

*Attractive market opportunities.* Although we have not yet identified any specific business combinationcandidates, we believe there are numerous candidates within the informationservices industry that present opportunities for acquisition and valueenhancement by our management team. Further, we believe there will be incremental opportunities for our teamto complement existing operations with add-on acquisitions and productdevelopment efforts.

**Effectinga Business Combination**

*General*

We were formed to acquire, through a merger, capital stock exchange,asset acquisition or other similar business combination, one or more domesticor international operating businesses. We are not presently engaged in, and we will not engage in, anysubstantive commercial business for an indefinite period of time.  We intend to utilize cash derived from theproceeds of our initial public offering as well as our existing cash, ourcapital stock, debt or a combination of these in effecting a businesscombination. Although substantially all of the net proceeds which we receivedin connection with our initial public offering are intended to be generallyapplied toward effecting a business combination, these proceeds have nototherwise been designated for any more specific purposes.  Accordingly, our stockholders have 

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not had an opportunity to evaluate the specific meritsor risks of any one or more business combinations.  A business combination may involve theacquisition of, or merger with, a company which does not need substantialadditional capital but which desires to establish a public trading market forits shares, while avoiding what it may deem to be adverse consequences ofundertaking a public offering itself. These include time delays, significant expense, loss of voting controland compliance with various Federal and state securities laws.

*We have not identified atarget business*

Subsequent to the consummation of our initial public offering onFebruary 6, 2007 (our “initial public offering”), we commenced consideration ofpotential target companies, with the objective of consummating a businesscombination, and we intend to continue to do so until such time, as any, as weenter into an agreement for an initial business combination.  Subject to the limitation that our initialbusiness combination must have a fair market value of at least 80% of our netassets at the time of the acquisition (all of our assets, including the fundsheld in the trust account which was funded with proceeds we received inconnection with the consummation of our initial public offering (the “trustaccount”) other than an amount equal to $8,262,500 which is being held in thetrust account and which amount represents the deferred portion of theunderwriting discount which amount is payable to the underwriters or ourinitial public offering (the “deferred underwriting discount”), less ourliabilities), as described below in more detail, we will have virtuallyunrestricted flexibility in identifying and selecting a prospective businesscombination candidate.  In addition,because there is no limitation on our ability to raise additional capitalthrough equity placements or through loans, we may be able to acquire a companywith a fair market value in an amount greater than 80% of our net assets at thetime.  We can also satisfy therequirement that the business combination have a fair market value at leastequal to 80% of our net assets in an acquisition transaction where we acquireless than a 100% interest in the target business, provided that the fair marketvalue of the interest in such business or businesses is at least equal to 80%of our net assets at the time such acquisition transaction is consummated.

*Sources of targetbusiness*

We believe that there are numerous business combination candidatesavailable in our targeted sectors.  Weanticipate that target business candidates will be brought to our attention byvarious unaffiliated sources, including corporations with non-core assets theymay desire to monetize, securities broker/dealers, investment bankers, venturecapital funds, private equity funds, leveraged buyout funds, management buyoutfunds and other members of the financial community, who may present solicitedor unsolicited proposals.  Our currentofficers, directors and senior advisors, as well as their affiliates, may alsobring to our attention target business candidates that they become aware ofthrough their business contacts.  Whilewe have not engaged the services of professional firms or other individualsthat specialize in business acquisitions on any formal basis, we may engagethese firms or other individuals in the future, in which event we may pay afinder’s fee or other compensation to be determined in arm’s lengthnegotiations.  In no event will any ofour existing officers, directors, senior advisors or any entity with which anyof them is affiliated be paid by us, Oenoke Partners, LLC or any of ourrespective affiliates any finder’s fee or other compensation, for servicesrendered to us prior to or in connection with the consummation of a businesscombination.

*Selection of a targetbusiness and structuring of a business combination*

We have not established any specific criteria (financial or otherwise)for prospective target businesses.  Inevaluating a prospective target business, our management will consider, amongother factors, the following:

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·                  Financial condition and results ofoperations;

·                  Experience of management and availabilityof additional personnel;

·                  Growth and platform expansion potential;

·                  Established businesses with potential foroperational improvement and willingness to expand;

·                  Involvement in a fragmented industryproviding opportunity for additional acquisitions;

·                  Underperforming divisions of largerorganizations;

·                  Capital requirements, barriers to entry,proprietary offerings, and competitive positioning; and

·                  Costs associated with effecting thebusiness combination.

These criteria are not intended to be exhaustive.  Any evaluation relating to the merits of aparticular business combination will be based, to the extent relevant, on theabove factors as well as other considerations deemed relevant by our managementin effecting a business combination consistent with our businessobjective.  In evaluating all prospectivetarget businesses, we will conduct an extensive due diligence review which willencompass, among other things, meetings with incumbent management andinspection of facilities, as well as review of financial and other informationwhich will be made available to us.  Wewill also seek to have all prospective target businesses execute agreementswith us waiving any right, title or claim to any monies held in the trustaccount.

We believe it is possible that our attractiveness as a potential buyerof businesses may increase after the consummation of an initial transaction andthere may or may not be additional acquisition opportunities as we grow andintegrate our acquisitions.  We may ormay not make future acquisitions.  To theextent we are able to identify multiple acquisition targets and options as towhich business or assets to acquire as part of an initial transaction, weintend to seek to consummate the acquisition which is most attractive andprovides the greatest opportunity for creating stockholder value.  The determination of which entity is the mostattractive would be based on our analysis of a variety of factors, includingwhether such acquisition would be in the best interests of our stockholders,the purchase price, the terms of the sale, the perceived quality of the assetsand the likelihood that the transaction will close.

The time and costs required to select and evaluate a target businessand to structure and complete a business combination cannot presently beascertained with any degree of certainty. Any costs incurred with respect to the identification and evaluation ofa prospective target business with which a business combination is notultimately completed will result in a loss to us and reduce the amount ofcapital available to otherwise complete a business combination.

*Fair market value oftarget business*

The initial target business that we acquire must have a fair marketvalue equal to at least 80% of our net assets at the time of such acquisition(all of our assets, including the funds held in the trust account other thanthe deferred underwriting discount, less our liabilities), although we mayacquire a target business whose fair market value significantly exceeds 80% ofour net assets.  We can also satisfy therequirement that the business combination have a fair market value at leastequal to 80% of our net assets in an acquisition transaction where we acquireless than a 100% interest in the target business, provided that the fair marketvalue of the interest in such business or businesses is at least equal to 80%of 

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our net assets at the time such acquisitiontransaction is consummated.  In order toconsummate such an acquisition, we may issue a significant amount of debt orequity securities to the sellers of such business and/or seek to raiseadditional funds through a private offering of our debt or equitysecurities.  The fair market value ofsuch business will be determined by our board of directors based upon standardsgenerally accepted by the financial community, such as actual and potentialsales, earnings and cash flow and book value. If our board is not able to independently determine that the targetbusiness has a sufficient fair market value, we will obtain an opinion from anunaffiliated, independent third party appraiser, which may or may not be aninvestment banking firm that is a member of the National Association ofSecurities Dealers, Inc. with respect to the satisfaction of suchcriteria.  Since any opinion, ifobtained, would merely state that fair market value meets the 80% of net assetsthreshold, it is not anticipated that copies of such opinion would bedistributed to our stockholders, although copies will be provided tostockholders who request it.  We will notbe required to obtain an opinion from an investment banking firm as to the fairmarket value if our board of directors independently determines that the targetbusiness has sufficient fair market value.

*Limited ability toevaluate the target business’ management*

Although we intend to closely scrutinize the management of aprospective target business when evaluating the desirability of effecting abusiness combination, we can make no assurance that our assessment of thetarget business’ management will prove to be correct.  In addition, we can make no assurance thatthe future management will have the necessary skills, qualifications orabilities to manage a public company.

*Opportunity forstockholder approval of business combination*

Prior to the completion of a business combination, we will submit thetransaction to our stockholders for approval, even if the nature of theacquisition is such as would not ordinarily require stockholder approval underapplicable state law.  In connection withseeking stockholder approval of a business combination, we will furnish ourstockholders with proxy solicitation materials prepared in accordance with theSecurities Exchange Act of 1934, as amended, which, among other matters, willinclude a description of the operations of the target business and auditedhistorical financial statements of the business.

In connection with the vote required for any business combination, allof our existing officers, directors and senior advisors, as well as OenokePartners, LLC, have agreed to vote the shares of common stock then owned by themin accordance with the majority of the shares of common stock voted by thepublic stockholders.  We will proceedwith a business combination only if a majority of the shares of common stockvoted by the public stockholders are voted in favor of the business combinationand public stockholders owning less than 20% of the shares sold in our initialpublic offering both exercise their conversion rights and vote against thebusiness combination.  Voting against thecombination alone will not result in conversion of shares into the conversionprice.

Upon the completion of our business combination, unless required byDelaware law, the federal securities laws, and the rules and regulationspromulgated thereunder, or the rules and regulations of an exchange upon whichour securities are listed, we do not presently intend to seek stockholderapproval for any subsequent acquisitions.

*Conversion rights*

At the time we seek stockholder approval of any business combination,we will offer each public stockholder, other than our officers, directors,senior advisors and Oenoke Partners, LLC, the right to 

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have such stockholder’s shares of common stockconverted to cash if the stockholder votes against the business combination andthe business combination is approved and completed.  The conversion rights do not apply to shareswhich were outstanding prior to our initial public offering.  The actual per-share conversion price will beequal to the amount in the trust account, including a pro rata share of thedeferred underwriting discount net of (1) income taxes payable on theinterest income on the trust account and (2) up to $3,000,000 of interestincome earned on the trust account balance, net of income taxes payable on thisamount, released to us to fund working capital requirements, each calculated asof two business days prior to the consummation of the actual businesscombination, divided by the number of shares sold in our initial publicoffering.  Without taking into anyaccount interest earned on the trust account or taxes payable on such interest,the initial per-share conversion price would be $7.85 or $0.15 less than theper unit offering price of $8.00. Because the initial per share conversion price is $7.85 per share (plus anyinterest net of taxes payable), which may be lower than the market price of thecommon stock on the date of the conversion, there may be a disincentive on thepart of public stockholders to exercise their conversion rights.

An eligible stockholder may request conversion at any time after themailing to our stockholders of the proxy statement and prior to the vote takenwith respect to a proposed business combination at a meeting held for thatpurpose, but the request will not be granted unless the stockholder votesagainst the business combination and the business combination is approved andcompleted.  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 bedistributed to stockholders entitled to convert their shares who electconversion will be distributed as soon as reasonably practicable aftercompletion of a business combination. Public stockholders who convert their stock into their portion of thetrust account will have the right to exercise the warrants that they receivedas part of the units.

*Plan of dissolution anddistribution if no business combination*

Pursuant to the terms of the trust agreement between us and ContinentalStock Transfer & Trust Company, and only as part of any plan of dissolutionand distribution in accordance with the applicable provisions of the DelawareGeneral Corporation Law (“DGCL”) if we do not complete a business combinationwithin 18 months after February 6, 2007, the date upon which weconsummated our initial public offering, or within 24 months if theextension criteria described below have been satisfied, we will dissolve andliquidate and distribute only to our public stockholders, in proportion totheir respective equity interests, an aggregate sum equal to the amount in thetrust account, inclusive of any interest (net of taxes payable).  If we enter into either a letter of intent,an agreement in principle or a definitive agreement to complete a businesscombination prior to the expiration of 18 months after February 6, 2007,the date upon which we consummated our initial public offering, but are unableto complete the business combination within the 18-month period, then we willhave an additional six months in which to complete the business combinationcontemplated by the letter of intent, agreement in principle or definitiveagreement.  In the event we seekstockholder approval for a plan of dissolution and distribution and do notobtain such approval, we will nonetheless continue to pursue stockholderapproval for our dissolution.  Pursuantto the terms of our amended and restated certificate of incorporation, ourboard of directors must take such actions necessary to dissolve after theexpiration of those time periods (assuming that there has been no businesscombination consummated), and furthermore, our powers following the expirationof the permitted time periods for consummating a business combination willautomatically thereafter be limited to acts and activities relating todissolving and winding up our affairs, including liquidation.  We view this obligation to dissolve andliquidate as an obligation to our stockholders and neither we nor our board ofdirectors will take any action to amend or waive any provision of our amendedand restated certificate of incorporation to allow us to survive for a longerperiod of time if it does not appear we will be able to consummate a businesscombination within the foregoing time periods. If we do not consummate a business combination, the funds held in ourtrust account may not be 

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distributed except for payments which may be requiredto be made in respect of income tax obligations and except to our stockholdersupon our dissolution and, unless and until such approval is obtained from ourstockholders, the funds held in our trust account will not be released.  Consequently, holders of a majority of ouroutstanding stock must approve our dissolution in order to receive the fundsheld in our trust account and the funds will not be available for any othercorporate purpose.  As soon as reasonablypracticable upon the approval by our stockholders of our plan of dissolutionand distribution, we will liquidate our trust account to our publicstockholders.  Our officers, directorsand senior advisors, as well as Oenoke Partners, LLC, have each waived theirrights to participate in any liquidation of our trust account in connectionwith our dissolution with respect to any shares of common stock which wereowned by them immediately prior to our initial public offering and to vote theirshares of common stock in favor of any plan of dissolution and distributionwhich we will submit to a vote of our stockholders.  Upon the liquidation of our trust account aspart of our dissolution, the underwriters who participated in our initialpublic offering (the “underwriters”) have agreed to waive any right they mayhave to the $8,262,500 of deferred underwriting discount held in the trustaccount.  There will be no distributionfrom the trust account with respect to our warrants, which will expire worthless.  We will pay the costs of dissolution, whichwe currently estimate to be approximately $50,000 to $75,000, from ourremaining assets outside of the trust account or, if necessary, from funds ofup to $3,000,000 available from interest income on the trust account.  To the extent such funds are not available,Oenoke Partners, LLC has agreed to advance us the necessary funds and hasagreed not to seek repayment of such expenses, though it has not taken a reservefor this possibility and there can be no assurance that it will be able to meetits obligations under this agreement.

If we were to expend all of the net proceeds of our initial publicoffering, other than the proceeds deposited in the trust account, and withouttaking into account interest, if any, earned on the trust account, the initialper-share liquidation price would be $7.85 or $0.15 less than the per unitoffering price of $8.00.  The proceedsdeposited in the trust account could, however, become subject to the claims ofour creditors which could be prior to the claims of our publicstockholders.  We can make no assurancethat the actual per-share liquidation price will not be less than $7.85, plusinterest (net of taxes payable, which taxes, if any, shall be paid from thetrust account net of any amounts that may have been released to us to pay ourexpenses), due to claims of creditors. Although we will seek to have all vendors, prospective target businessesor 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 forthe benefit of our public stockholders, there is no guarantee that they willexecute such agreements or even if they execute such agreements that they wouldbe prevented from bringing claims against the trust account including but notlimited to fraudulent inducement, breach of fiduciary responsibility or othersimilar claims, as well as claims challenging the enforceability of the waiver,in each case in order to gain an advantage with a claim against our assets,including the funds held in the trust account. If any third party refused to execute an agreement waiving such claimsto the monies held in the trust account, we would analyze the alternativesavailable to us if we chose not to engage such third party and evaluate if suchengagement would be in the best interest of our stockholders if such thirdparty refused to waive such claims. Examples of possible instances where we may engage a third party thatrefused to execute a waiver include the engagement of a third party consultantwhose particular expertise or skills are believed by management to besignificantly superior to those of other consultants that would agree toexecute a waiver or in cases where management is unable to find a provider ofrequired services willing to provide the waiver.  In any event, our management would perform ananalysis of the alternatives available to it and would only enter into anagreement with a third party that did not execute a waiver if managementbelieved that such third party’s engagement would be significantly morebeneficial to us than any alternative. In addition, there is no guarantee that such entities will agree towaive 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 recourseagainst the trust account for any reason.

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If we are unable to complete a business combination and are forced toliquidate, each of our executive officers has jointly and severally agreed toreimburse us for our debts to vendors for services rendered or products sold tous, or to any prospective target business, if we do not obtain a valid andenforceable waiver from that vendor or prospective target business of itsrights or claims to the trust account and only to the extent necessary toensure that such claims do not reduce the amount in the trust account.  Based on the information provided to us inthe director and officer questionnaires provided to us in connection with ourinitial public offering as well as the representations as to their accreditedinvestor status (as such term is defined in Regulation D), we currentlybelieve that such persons are of substantial means and capable of funding theirindemnity obligations, even though we have not asked them to reserve for suchan eventuality.  However, we can make noassurance that our executive officers will be able to satisfy thoseobligations.  In addition, our executiveofficers have not agreed to reimburse us for any debts or obligations tovendors that do not represent service fees (and related disbursements) orproduct purchase prices but relate to a potential tort claim.  We believe the likelihood of our executiveofficers having to indemnify the trust account is limited because we intend tohave all vendors and prospective target businesses as well as other entitiesexecute agreements with us waiving any right, title, interest or claims of anykind in or to monies held in the trust account.

We also will have access to $500,000 in funds available outside thetrust account and up to $3,000,000 available from the interest earned on thefunds in the trust account with which to pay any such potential claims(including costs and expenses incurred in connection with our plan ofdissolution and distribution currently estimated at approximately $50,000 to$75,000), to the extent such amounts have not previously been disbursed.  In the event that the board recommends andour stockholders approve a plan of dissolution and distribution where it issubsequently determined that the reserve for claims and liabilities isinsufficient, stockholders who received a return of funds from the liquidationof our trust account could be liable for claims made by creditors.

Additionally, if we are forced to file a bankruptcy case or aninvoluntary bankruptcy case is filed against us which is not dismissed, thefunds held in our trust account will be subject to applicable bankruptcy law,and may be included in our bankruptcy estate and subject to the claims of thirdparties with priority over the claims of our stockholders.  To the extent any bankruptcy claims depletethe trust account we can make no assurance that we will be able to return toour public stockholders the liquidation amounts due them.

Under the DGCL, stockholders may be held liable for claims by thirdparties against a corporation to the extent of distributions received by themin a dissolution.  I f the corporationcomplies with certain procedures set forth in Section 280 of the DGCLintended to ensure that it makes reasonable provision for all claims againstit, including a 60-day notice period during which any third-party claims can bebrought against the corporation, a 90-day period during which the corporationmay reject any claims brought, and an additional 150-day waiting period beforeany liquidating distributions are made to stockholders, any liability ofstockholders with respect to a liquidating distribution is limited to thelesser of such stockholder’s pro rata share of the claim or the amountdistributed to the stockholder, and any liability of the stockholder would bebarred after the third anniversary of the dissolution.  However, we will seek stockholder approval toliquidate our trust account to our public stockholders as soon as reasonablypracticable as part of our plan of dissolution and distribution and, therefore,we do not intend to comply with those procedures.  As such, our stockholders could potentiallybe liable for any claims to the extent of distributions received by them in adissolution and any such liability of our stockholders will likely extendbeyond the third anniversary of such dissolution.  Because we will not be complying withSection 280, we will seek stockholder approval to comply with Section 281(b)of the DGCL, requiring us to adopt a plan of dissolution and distribution thatwill provide for our payment or provision, based on facts known to us at suchtime, of (i) all existing claims, (ii) all pending claims and (iii) allclaims that may be potentially brought against us within the subsequent10 years.  All such claims (whetherexisting, 

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pending or that may be potentially brought against usin the next 10 years) will be paid or provided for prior to anydistribution of the funds held in the trust account to our stockholders.  However, because we are a blank checkcompany, rather than an operating company, and our operations will be limitedto searching for prospective target businesses to acquire, the only likelyclaims (whether existing, pending or that may be potentially brought against uswithin the subsequent 10 years) to arise would be from our vendors (suchas accountants, lawyers, investment bankers or other advisors) or potentialtarget businesses.  As described above,we intend to have all vendors and prospective target businesses executeagreements with us waiving any right, title, interest or claim (whetherexisting, pending or that may be potentially brought against us within thesubsequent 10 years) of any kind in or to any monies held in the trustaccount.  As a result of this, the claims(whether existing, pending or that may be potentially brought against us withinthe subsequent 10 years) that could be made against us are significantlylimited and the likelihood that any claim (whether existing, pending or thatmay be potentially brought against us within the subsequent 10 years) thatwould result in any liability extending to the trust account is minimal.  We currently believe that any plan ofdissolution and distribution subsequent to the expiration of the 18 and24-month deadlines would proceed in the following manner:

·                  our board of directors will, consistentwith its obligations described in our amended and restated certificate ofincorporation to dissolve, prior to the passing of such deadline, convene andadopt a specific plan of dissolution and distribution, which it will then voteto recommend to our stockholders; at such time it will also cause to beprepared a preliminary proxy statement setting out the plan of dissolution anddistribution as well as the board’s recommendation of the plan;

·                  upon such deadline, we would file ourpreliminary proxy statement with the SEC;

·                  if the SEC does not review thepreliminary proxy statement, then, 10 days following the passing of suchdeadline, we will mail the proxy statements to our stockholders, and30 days following the passing of such deadline we will convene a meetingof our stockholders, at which they will either approve or reject our plan ofdissolution and distribution; and

·                  if the SEC does review the preliminaryproxy statement, we currently estimate that we will receive such commentswithin approximately 30 days following the passing of such deadline.  We will mail the proxy statements to ourstockholders following the conclusion of the comment and review process (thelength of which we cannot predict with any certainty, and which may besubstantial) and we will convene a meeting of our stockholders at which theywill either approve or reject our plan of dissolution and distribution.

**Amendedand Restated Certificate of Incorporation**

Our amended and restated certificate of incorporation contains certainrequirements and restrictions relating to our initial public offering that willapply to us until the consummation of a business combination.  Specifically, our amended and restatedcertificate of incorporation provides,

·                  upon consummation of our initial publicoffering, a certain amount of the proceeds from the offering will be placedinto the trust account (in connection with this requirement, onFebruary 6, 2007, an amount equal to $254,050,000 was so placed into thetrust account), and these funds may not be disbursed from the trust account toour stockholders except upon our liquidation or in the event a stockholderexercises the conversion right set forth below, provided that up to $3,000,000of the interest earned on the trust account (net of taxes payable on thisinterest) may be released to us to cover a portion of our operating expenses;

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

·                  we may consummate our initial businesscombination only if approved by a majority of the shares of common stock votedby the public stockholders and only if public stockholders owning less than 20%of the shares sold in our initial public offering exercise their conversionrights;

·                  if our initial business combination isapproved and consummated, public stockholders  who voted against the business combination andexercised their conversion rights will receive their pro rata share of thetrust account, including their pro rata portion of the deferred underwritingdiscount and all accrued interest (net of (1) income taxes payable on theinterest income on the trust account and (2) up to $3,000,000 of interestincome on the trust account balance, net of income taxes payable on thisamount, released to us to fund working capital requirements);

·                  if our initial business combination isnot consummated or a letter of intent, an agreement in principle or adefinitive agreement is not signed within the eighteen or twenty-four monthtime periods described above:

·                  our corporate purposes and powers will immediatelythereupon be limited to acts and activities relating to dissolving and windingup our affairs, including liquidation, and we will not be able to engage in anyother business activities; and

·                  our board of directors will be required to adopt,within 15 days after the expiration of the allotted time periods, aresolution pursuant to Section 275(a) of the DGCL finding our dissolutionadvisable and provide notices to our stockholders as required bySection 275(a) as soon as reasonably practicable thereafter; and

·                  our initial business combination musthave a fair market value equal to at least 80% of  our net assets at the time of such businesscombination (all of our assets, including the funds held in the trust accountother than the deferred underwriting discount, less our liabilities).

Our amended and restated certificate of incorporation requires that weobtain unanimous consent of our stockholders to amend the above-describedprovisions.  However, the validity ofunanimous consent provisions under Delaware law has not been settled.  A court could conclude that the unanimousconsent requirement constitutes a practical prohibition on amendment inviolation of the stockholders’ implicit rights to amend the corporatecharter.  In that case, theabove-described provisions would be amendable without unanimous consent and anysuch amendment could reduce or eliminate the protection afforded to ourstockholders.  However, we view theforegoing provisions, including the requirement that the public stockholdersowning less than 20% of the shares sold in our initial public offering exercisetheir conversion rights in order for our initial business combination to beconsummated, as obligations to our stockholders, and we will not take anyaction to waive or amend any of these provisions, including by seeking to amendour certificate of incorporation to increase or decrease this threshold.

**Competitionfor Target Businesses**

In identifying, evaluating, and selecting a target business for abusiness combination, we expect to encounter competition from other entitieshaving a business objective similar to ours, including private investors (whichmay be individuals or investment partnerships), other blank check companies,private equity groups and leveraged buyout funds, and operating businessesseeking acquisitions.  Many of these 

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individuals and entities are well established and haveextensive experience identifying and effecting business combinations directlyor through affiliates.  Many of thesecompetitors possess greater technical, human and other resources than us andour financial resources will be relatively limited when contrasted with thoseof many of these competitors.  While webelieve there may be numerous potential target acquisitions that we couldacquire with the net proceeds of our initial public offering, our ability tocompete in acquiring certain sizable target acquisitions will be limited by ouravailable financial resources.  Thisinherent competitive limitation gives others an advantage in pursuing a targetacquisition.  Further, the following maynot be viewed favorably by certain target acquisitions:

·                  the requirement that we seek stockholderapproval of a business combination or obtain the necessary financialinformation to be included in the proxy statement to be sent to stockholders inconnection with such business combination may delay the completion of a  transaction;

·                  the conversion of common stock held byour public stockholders into cash may reduce the resources available to us tofund an initial business combination;

·                  our outstanding warrants, and thedilution they potentially represent, may not be viewed favorably by certaintarget businesses; and

·                  the requirement to acquire assets or anoperating business in a business combination that has a fair market value atleast equal to 80% of our net assets at the time of the acquisition (all of ourassets, including the funds held in the trust account other than the deferredunderwriting discount, less our liabilities) could require us to acquireseveral assets or closely related operating businesses at the same time, all ofwhich sales would be contingent on the closings of the other sales, which couldmake it more difficult to consummate the business combination.

Any of these factors may place us at a competitive disadvantage insuccessfully negotiating a business combination.  Our management believes, however, that ourstatus as a public entity and potential access to the United States publicequity markets may give us a competitive advantage over privately held entitieshaving a similar business objective as ours in acquiring a target acquisitionwith significant growth potential on favorable terms.  If we succeed in effecting a businesscombination, there will be, in all likelihood, competition from competitors ofthe target acquisition.  We can make noassurance that, subsequent to a business combination, we will have theresources or ability to compete effectively.

**Employees**

We have four officers, one of whom, Michael P. Connors, is also amember of our board of directors.  Noneof our officers is obligated to devote any specific number of hours to ourbusiness and each intends to devote only as much time as he deems necessary toour business.  We do not intend to haveany full-time employees, other than those employed in an administrativecapacity, prior to the consummation of a business combination.

**AvailableInformation**

Our Internet address is www.informationsg.com.  The content on our website is available forinformation purposes only.  It should notbe relied upon for investment purposes, nor is it incorporated by referenceinto this Form 10-K.

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We make available through our Internet website under the heading “InvestorRelations,” our annual report on Form 10-K, quarterly reports onForm 10-Q, current reports on Form 8-K, and amendments to thosereports after we electronically file any such materials with the Securities andExchange Commission.  Copies of our keycorporate governance documents, including our Code of Ethics for Directors,Officers and Employees, and charters for our Audit Committee, our NominatingCommittee and our Compensation Committee are also on our website.  Stockholders may request free copies of thesedocuments including our Annual Report to Shareholders by writing to InformationServices Group, Inc., Four Stamford Plaza, 107 Elm Street, Stamford CT 06902,Attention:  Michael P. Connors, or bycalling (203) 517-3100.

Our annual and quarterly reports, proxy and other informationstatements are available to the public through the SEC’s website athttp://www.sec.gov.

**Item 1A.   Risk Factors**

**RiskFactors Related to our Business and Industry**

An investment in our securities involves a high degree of risk.  Any prospective holder of our securitiesshould consider carefully all of the material risks described below beforemaking a decision to invest in our securities. If any of the following risks occurs, our business, financial conditionand results of operations may be adversely affected.  In that event, the trading price of oursecurities could decline.  In addition,to the extent that any of the information contained in this report containforward-looking statements that involve risks and uncertainties, our actualresults could differ materially from those anticipated in the forward-lookingstatements, including as a result of the risks described below.

**RisksAssociated with Our Business**

***We are a developmentstage company with no operating history and, accordingly, our stockholders donot have any basis on which to evaluate our ability to achieve our businessobjective.***

We are a recently incorporated development stage company with nooperating results to date.  Since we donot have an operating history, our stockholders have no basis upon which toevaluate our ability to achieve our business objective, which is to acquire anoperating business in the information services industry.  We have no present revenues and will notgenerate any revenues until, at the earliest, after the consummation of abusiness combination.  We can make noassurance as to when or if an initial business combination will occur.

***If we are unable tocomplete an initial business combination and are forced to dissolve andliquidate the trust account, our public stockholders will receive less than$8.00 per share (the price at which we sold our units in our initial publicoffering) and our warrants will expire worthless.***

If we are unable to complete a business combination within theprescribed timeframes and are forced to dissolve and liquidate our assets aspart of our plan of dissolution and distribution, the per share liquidationdistribution will be less than $8.00 (the price at which we sold our units inour initial public offering) because of the expenses of our initial publicoffering, our general and administrative expenses and the anticipated costs ofseeking an initial business combination, which may include using a portion ofthe funds not being placed in trust as a down payment or to fund a downpayment, lock-up or “no-shop” provision with respect to a particular proposedbusiness combination.  If we were toexpend all of the net proceeds of our initial public offering and the privateplacement of warrants which was effectuated contemporaneously with our initialpublic offering (the “private placement”), other than the proceeds deposited inthe trust account, and without taking into account any interest earned on thetrust account or 

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taxes payable on such interest, the initial per shareliquidation price would be $7.85, or $0.15 less than the per unit offeringprice of $8.00, assuming that amount was not further reduced by claims ofcreditors.  We can make no assurance thatthe actual per share liquidation price will not be less than $7.85.  In the event that our board of directorsrecommends and our stockholders approve a plan of dissolution and distributionand it is subsequently determined that our reserves for claims and liabilitiesto third parties are insufficient, stockholders who receive funds from ourtrust account could be liable up to such amounts to creditors.  Furthermore, there will be no distributionwith respect to our outstanding warrants, which will expire worthless if weliquidate before the completion of a business combination.  For a more complete discussion of the effectson our stockholders if we are unable to complete a business combination, seethe section in Item 1 above entitled “Effecting a Business CombinationPlanof dissolution and distribution if no business combination.”

***If the net proceeds ofour initial public offering not being placed in the trust account together withinterest earned on the trust account available to us are not sufficient toallow us to operate until February 6, 2009, we may be unable to complete abusiness combination.***

We believe that, the funds available to us outside of the trustaccount, including up to $3,000,000 of interest earned from the trust accountthat may be released to us, will be sufficient to allow us to operate until atleast February 7, 2009, assuming that a business combination is notconsummated during that time.  However,we can make no assurance that our estimates will be accurate.  We could use a portion of the funds not beingplaced in the trust account to pay fees to consultants to assist us with oursearch for a target business. Additionally, we could use a portion of the funds not being placed inthe trust account as a down payment or to fund a “no-shop” provision withrespect to a particular proposed business combination, although we do not haveany current intention to do so.  If wedid and were subsequently required to forfeit such funds (whether as a resultof our breach or otherwise), we might not have sufficient funds to continuesearching for, or conduct due diligence with respect to, a target business.

***Our public stockholdersare not entitled to protections normally afforded to investors of blank checkcompanies.***

Since the net proceeds of our initial public offering are intended tobe used to complete a business combination with a target business that has notbeen identified, we may be deemed to be a “blank check” company under theUnited States securities laws.  However,since we have net tangible assets in excess of $5,000,000 and have filed aCurrent Report on Form 8-K with the SEC following the consummation of ourinitial public offering which included an audited balance sheet demonstratingthis fact, we are exempt from rules promulgated by the SEC to protect investorsof blank check companies such as Rule 419. Accordingly, our stockholders will not be afforded the benefits orprotections of those rules.  Because weare not subject to Rule 419, our units are currently tradable and we havea longer period of time to complete a business combination in certaincircumstances than we would if were subject to Rule 419.

***If third parties bringclaims against us, the proceeds held in the trust account could be reduced andthe per share liquidation price received by stockholders from the trust accountas part of our plan of dissolution and distribution will be less than $7.85 pershare.***

Our placing of funds in the trust account may not protect those fundsfrom third party claims against us. Although we will seek to have all vendors, prospective target businessesand 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 forthe benefit of our public stockholders, there is no guarantee that they willexecute such agreements, and the execution of such an agreement is not acondition to our doing business with anyone.  Even if they do execute such agreements, theywould not be prevented from bringing claims against the trust accountincluding, but not limited to, fraudulent inducement, breach of fiduciary 

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responsibility or other similar claims, as well asclaims challenging the enforceability of the waiver, in each case in order togain an advantage with a claim against our assets, including the funds held inthe trust account.

Examples of possible instances where we may engage a third party thatrefuses to execute a waiver include the engagement of a third party consultantwhose particular expertise or skills are believed by management to besignificantly superior to those of other consultants that would agree toexecute a waiver or in cases where management is unable to find a provider ofrequired services willing to provide the waiver.  In any event, our management would perform ananalysis of the alternatives available to it and would enter into an agreementwith a third party that did not execute a waiver only if management believedthat such third party’s engagement would be significantly more beneficial to usthan any alternative.  In addition, thereis no guarantee that such entities will agree to waive any claims they may havein the future as a result of, or arising out of, any negotiations, contracts oragreements with us and not seek recourse against the trust account for anyreason.  Accordingly, the proceeds heldin the trust account could be subject to claims that could take priority overthe claims of our public stockholders and the per share liquidation price couldbe less than the initial $7.85 per share held in the trust account, plusinterest (net of (1) any taxes due on such interest, which taxes, if any,shall be paid from the trust account and (2) any amounts that may havebeen released to us to fund working capital requirements), due to claims ofsuch creditors.  If we are unable tocomplete a business combination and are forced to liquidate, each of ourexecutive officers has jointly and severally agreed to reimburse us for ourdebts to vendors for services rendered or products sold to us, or to anyprospective target business, if we do not obtain a valid and enforceable waiverfrom that vendor or prospective target business of its rights or claims to thetrust account and only to the extent necessary to ensure that such claims donot reduce the amount in the trust account. Based on the information provided to us in the director and officerquestionnaires provided to us in connection with our initial public offering aswell as the representations as to their accredited investor status (as suchterm is defined in Regulation D), we currently believe that such personsare of substantial means and capable of funding their indemnity obligations,even though we have not asked them to reserve for such an eventuality.  However, we can make no assurance that ourexecutive officers will be able to satisfy those obligations.  In addition, our executive officers have notagreed to reimburse us for any debts or obligations to vendors that do notrepresent service fees (and related disbursements) or product purchase pricesbut relate to a potential tort claim.  Webelieve the likelihood of our executive officers having to indemnify the trustaccount is limited because we intend to have all vendors and prospective targetbusinesses as well as other entities execute agreements with us waiving anyright, title, interest or claims of any kind in or to monies held in the trustaccount.  In the event that our boardrecommends and our stockholders approve a plan of dissolution and distributionand it is subsequently determined that our reserve for claims and liabilitiesto third parties is insufficient, stockholders who received funds from ourtrust account could be liable for up to such amounts to creditors.

Additionally, if we are forced to file a bankruptcy case or aninvoluntary case is filed against us that is not dismissed, the funds held inour trust account will be subject to applicable bankruptcy law, and may beincluded in our bankruptcy estate and subject to the claims of third partieswith priority over the claims of our stockholders.  To the extent any bankruptcy claims depletethe trust account the per share liquidation distribution would be less than theinitial $7.85 per share held in the trust account.

***We will dissolve andliquidate if we do not consummate a business combination and our stockholdersmay be held liable for claims by third parties against us to the extent ofdistributions received by them.***

We will dissolve and disburse the funds in our trust account to ourpublic stockholders if we do not complete a business combination prior toAugust 6, 2008, the eighteen month anniversary of the consummation of ourinitial public offering (or February 6, 2009 if certain extension criteriaare satisfied).

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There will be no distribution from the trust accountwith respect to our warrants which will expire worthless.  Under Sections 280 through 282 of theDelaware General Corporation Law, or DGCL, stockholders may be held liable forclaims, whether existing, pending or that may be potentially brought against itwithin a ten year period, by third parties against a corporation to the extentof distributions received by them in a dissolution.  If the corporation complies with certainprocedures intended to ensure that it makes reasonable provision for all suchclaims against it, including a 60-day notice period during which anythird-party claims can be brought against the corporation, a 90-day periodduring which the corporation may reject any claims brought, and an additional150-day waiting period before any liquidating distributions are made tostockholders, any liability of stockholders with respect to a liquidatingdistribution is limited to the lesser of such stockholder’s pro rata share ofthe claim and the amount distributed to the stockholder, and any liability ofthe stockholder would be barred after the third anniversary of thedissolution.  Although we will seekstockholder approval to liquidate the trust account to our public stockholdersas part of our plan of dissolution and distribution, we do not intend to complywith these procedures of the DGCL.  Inthe event that the board of directors recommends and the stockholders approve aplan of dissolution and distribution and it is subsequently determined that ourreserve for claims and liabilities to third parties was insufficient,stockholders who received funds could be liable for claims (whether existing,pending or that may be potentially brought against us within a ten year period)for up to such amounts to creditors.  Assuch, our stockholders could potentially be liable for any such claims to theextent of distributions received by them in a dissolution and any liability ofour stockholders may extend beyond the third anniversary of suchdissolution.  We can make no assurancethat third parties will not seek to recover from our stockholders amounts owedto them by us.

***We cannot predict withcertainty the extent to which the funds held in the trust account will beavailable for distribution to our stockholders in the event we dissolve andliquidate.***

We cannot predict with certainty: (i) actual or potential claims or lawsuits that may be broughtagainst us; (ii) what waiver agreements, if any, we will be able to obtainfrom vendors, service providers and prospective target businesses;(iii) the amount of additional expenses that we may incur that exceeds theamount of funds held outside of the trust; or (iv) the ability of ourmanagement to ensure that the proceeds held in the trust account are notreduced by claims of target businesses or vendors.  To the extent we are required to makepayments in respect of or provide for any such claims, lawsuits, expenses orother costs, the amount of funds held in the trust account for payment to ourstockholders will be reduced.

***The procedures we mustfollow under Delaware law and our amended and restated certificate ofincorporation if we dissolve and liquidate may result in substantial delays inthe liquidation of our trust account to our public stockholders as part of ourplan of dissolution and distribution.***

Pursuant to, among other documents, our amended and restatedcertificate of incorporation, if we do not complete a business combinationprior to August 6, 2008, the date which is the eighteen month anniversaryof the consummation of our initial public offering (or prior to February 6,2009 if certain extension criteria have been satisfied), we will be required todissolve, liquidate and wind up in compliance with the provisions of theDGCL.  In addition, in the event we seekstockholder approval for a plan of dissolution and distribution and do notobtain such approval, we will nonetheless continue to pursue stockholderapproval for our dissolution.  If we donot consummate a business combination, the funds held in our trust account maynot be distributed except to our stockholders upon our dissolution and, unlessand until such approval is obtained from our stockholders, the funds held inour trust account will not be released. Consequently, holders of a majority of our outstanding stock mustapprove our dissolution in order to receive the funds held in our trust accountand the funds will not be available for any other corporate purpose.  The procedures required for us to liquidateunder the DGCL, or a vote to reject any plan of dissolution and distribution byour stockholders, may result in substantial delays in the 

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liquidation of our trust account to our publicstockholders as part of our plan of dissolution and distribution.

***If we do not consummatea business combination and dissolve, payments from the trust account to ourpublic stockholders may be delayed.***

We currently believe that any plan of dissolution and distributionsubsequent to the expiration of the 18 and 24-month deadlines described abovewould proceed in approximately the following manner:

·                  our board of directors will, consistentwith its obligations described in our amended and restated certificate ofincorporation to dissolve, prior to the passing of such deadline, convene andadopt a specific plan of dissolution and distribution, which it will then voteto recommend to our stockholders; at such time it will also cause to beprepared a preliminary proxy statement setting out the plan of dissolution anddistribution as well as the board’s recommendation of the plan;

·                  upon such deadline, we would file ourpreliminary proxy statement with the SEC;

·                  if the SEC does not review thepreliminary proxy statement, then, 10 days following the passing of suchdeadline, we will mail the proxy statements to our stockholders, and30 days following the passing of such deadline we will convene a meetingof our stockholders, at which they will either approve or reject our plan ofdissolution and distribution; and

·                  if the SEC does review the preliminaryproxy statement, we currently estimate that we will receive such commentswithin approximately 30 days following the passing of such deadline.  We will mail the proxy statements to ourstockholders following the conclusion of the comment and review process (thelength of which we cannot predict with any certainty, and which may besubstantial) and we will convene a meeting of our stockholders at which theywill either approve or reject our plan of dissolution and distribution.

In the event we seek stockholder approval for a plan of dissolution anddistribution and do not obtain such approval, we will nonetheless continue topursue stockholder approval for our dissolution.  Pursuant to the terms of our amended andrestated certificate of incorporation, our powers following the expiration ofthe permitted time periods for consummating a business combination willautomatically be limited to acts and activities relating to dissolving andwinding up our affairs, including liquidation. If we do not consummate a business combination, the funds held in ourtrust account may not be distributed except to our stockholders upon ourdissolution and, unless and until approval is obtained from our stockholders,the funds held in our trust account will not be released.  Consequently, holders of a majority of ouroutstanding stock must approve our dissolution in order to receive the fundsheld in our trust account, net of any payments, which may be required to bemade in respect of income tax obligations, and the funds will not be availablefor any other corporate purpose.

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

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***Since we have notcurrently selected any target business with which to complete a businesscombination, we are unable to currently ascertain the merits or risks of theoperations of that business.***

Since we have not yet identified a prospective target business, ourstockholders have no current basis to evaluate the possible merits or risks ofthe operations of that business. Although our management will endeavor to evaluate the risks inherent ina particular target business, we can make no assurance that we will properlyascertain or assess all of the significant risk factors.  We also can make no assurance that aninvestment in our units will not ultimately prove to be less favorable than adirect investment, if an opportunity were available, in a target business.  For a more complete discussion of ourselection of a target business, see the section in Item 1 above entitled “Effectinga Business CombinationWe have not identified a target business.”

***We may seek investmentopportunities in industries outside of our target industry (which industriesmay or may not be outside of our management’s area of expertise).***

Although we intend to focus on identifying acquisition candidates inour target industry and we will not initially actively seek to identifyacquisition candidates in other industries (which industries may or may not beoutside of our management’s area of expertise), we will consider an acquisitionoutside of our target industry if (i) an acquisition candidate ispresented to us and we determine that such candidate offers an attractiveinvestment opportunity for our company or (ii) we are unable to identify asuitable candidate in the target industry after having expended some amount oftime and effort in an attempt to do so. Although our management will endeavor to evaluate the risks inherent inany particular acquisition candidate, we can make no assurance that we willadequately ascertain or assess all of the significant risk factors.  We also can make no assurance that aninvestment in our securities will not ultimately prove to be less favorable toour stockholders than a direct investment, if an opportunity were available, inan acquisition candidate.

Subject to the limitations that our business combination must have afair market value of at least 80% of our net assets at the time of theacquisition (all of our assets, including the funds held in the trust accountother than the deferred underwriting discount, less our liabilities), we willhave virtually unrestricted flexibility in identifying and selecting aprospective acquisition candidate.  Inaddition, because there is no limitation on our ability to raise additionalcapital through equity placements or through loans, we may be able to acquire acompany with a fair market value in an amount greater than 80% of our netassets at the time.  We can also satisfythe requirement that the business combination have a fair market value at leastequal to 80% of our net assets in an acquisition transaction where we acquireless than a 100% interest in the target business, provided that the fair marketvalue of the interest in such business or businesses is at least equal to 80%of our net assets at the time such acquisition transaction is consummated.

***Under Delaware law, therequirements and restrictions relating to our initial public offering containedin our amended and restated certificate of incorporation may be amended, whichcould reduce or eliminate the protection afforded to our stockholders by suchrequirements and restrictions.***

Our amended and restated certificate of incorporation contains certainrequirements and restrictions relating to our initial public offering that willapply to us until the consummation of a business combination.  Specifically, our amended and restatedcertificate of incorporation provides, among other things, that:

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·                  upon consummation of our initial publicoffering, a certain amount of the proceeds from the offering will be placedinto the trust account (in connection with this requirement, onFebruary 6, 2007, an amount equal to $254,050,000 was so placed into thetrust account), and these funds may not be disbursed from the trust account toour stockholders except upon our liquidation or in the event a stockholderexercises the conversion right set forth below, provided that up to $3,000,000of the interest earned on the trust account (net of taxes payable on thisinterest) may be released to us to cover a portion of our operating expenses;

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

·                  we may consummate our initial businesscombination only if approved by a majority of the shares of common stock votedby the public stockholders and only if public stockholders owning less than 20%of the shares sold in our initial public offering exercise their conversionrights;

·                  if our initial business combination isapproved and consummated, public stockholders who voted against the businesscombination and exercised their conversion rights will receive their pro ratashare of the trust account, including their pro rata portion of the deferredunderwriting discount and all accrued interest (net of (1) income taxespayable on the interest income on the trust account and (2) up to$3,000,000 of interest income on the trust account balance, net of income taxespayable on this amount, released to us to fund working capital requirements);

·                  if our initial business combination isnot consummated or a letter of intent, an agreement in principle or adefinitive agreement is not signed within the eighteen or twenty-four monthtime periods described above:

·                  our corporate purposes and powers will immediatelythereupon be limited to acts and activities relating to dissolving and windingup our affairs, including liquidation, and we will not be able to engage in anyother business activities; and

·                  our board of directors will be required to adopt,within 15 days after the expiration of the allotted time periods, aresolution pursuant to Section 275(a) of the DGCL finding our dissolutionadvisable and provide notices to our stockholders as required bySection 275(a) as soon as reasonably practicable thereafter; and

·                  our initial business combination musthave a fair market value equal to at least 80% of our net assets at the time ofsuch business combination (all of our assets, including the funds held in thetrust account other than the deferred underwriting discount, less ourliabilities).

Our amended and restated certificate of incorporation requires that weobtain unanimous consent of our stockholders to amend the above-describedprovisions.  However, the validity ofunanimous consent provisions under Delaware law has not been settled.  A court could conclude that the unanimousconsent requirement constitutes a practical prohibition on amendment inviolation of the stockholders’ implicit rights to amend the corporatecharter.  In that case, theabove-described provisions would be amendable without unanimous consent and anysuch amendment could reduce or eliminate the protection afforded to ourstockholders.  However, we view theforegoing provisions, including the requirement that the public stockholdersowning less than 20% of the shares sold in our initial public offering exercisetheir conversion rights in order for our initial business combination to beconsummated, as obligations to 

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our stockholders, and we will not take any action towaive or amend any of these provisions, including by seeking to amend ourcertificate of incorporation to increase or decrease this threshold.

***Because we are a blankcheck company, it may be difficult for us to complete a business combinationduring the prescribed time period.***

As of March 15, 2007, and based upon publicly available information, wehave identified approximately 92 blank check companies that have gone publicsince August 2003.  Of these companies,only 22 have completed a business combination, while five will beliquidating.  The remaining approximately65 blank check companies have more than $5.7 billion in trust and areseeking to complete business acquisitions. Of these companies, only 19 have announced that they have entered intodefinitive agreements or letters of intent with respect to potential businesscombinations but have not yet consummated business combinations.  Accordingly, there are approximately 46 blankcheck companies with more than $3.8 billion in trust that have filedregistration statements and are seeking, or will be seeking, to completebusiness combinations.  Furthermore, thefact that only 22 of such companies have completed business combinations andonly 19 other of such companies have entered into definitive agreements forbusiness combinations, and five will be liquidating, may be an indication thatthere are only a limited number of attractive targets available to suchentities or that many targets are not inclined to enter into a transaction witha blank check company, and therefore we also may not be able to consummate abusiness combination within the prescribed time period.  If we are unable to consummate an initialtransaction within the prescribed time period, our purpose will be limited to dissolving,liquidating and winding up.

***We may issue shares ofour capital stock to complete a business combination, which would reduce theequity interest of our stockholders and likely cause a change in control of ourownership.***

Our amended and restated certificate of incorporation authorizes theissuance of up to 100,000,000 shares of common stock, par value $0.001 pershare, and 10,000,000 shares of preferred stock, par value $0.001 pershare.  As of March 29, 2007 therewere 17,914,063 authorized but unissued shares of our common stock availablefor issuance (after appropriate reservation for the issuance of shares uponfull exercise of our outstanding warrants and the underwriters’ unit purchaseoption).  Although we currently have nocommitments to issue our securities, we may issue a substantial number ofadditional shares of our common stock or preferred stock, or a combination ofcommon and preferred stock, to complete a business combination.  The issuance of additional shares of ourcommon stock or any number of shares of our preferred stock:

·                  may significantly reduce the equityinterest of our stockholders;

·                  may cause a change in control if asubstantial 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 may also result in the resignation or removal of our presentofficers and directors;

·                  may adversely affect prevailing marketprices for our securities; and

·                  may subordinate the rights of holders ofour common stock if preferred stock is issued with rights senior to thoseafforded to our common stock.

For a more complete discussion of the possible structure of a businesscombination, see the section in Item 1 above entitled “Effecting aBusiness CombinationSelection of a target business and structuring of abusiness combination.”

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***We may issue debtsecurities or otherwise incur substantial debt to complete a businesscombination, which may adversely affect our leverage and financial condition.***

Although we currently have no commitments to issue any debt securities,or to otherwise incur outstanding debt, we may choose to incur substantial debtto complete a business combination.  Ifwe issue debt securities, it could result in:

·                  default and foreclosure on our assets ifour operating revenues after a business combination are insufficient to pay ourdebt obligations;

·                  acceleration of our obligations to repaythe indebtedness even if we have made all principal and interest payments whendue if the debt security contains covenants that require the maintenance ofcertain financial ratios or reserves and any such covenant is breached withouta waiver or renegotiation of that covenant;

·                  our immediate payment of all principaland accrued interest, if any, if the debt security is payable on demand; and

·                  our inability to obtain additional financing,if necessary, if the debt security contains covenants restricting our abilityto obtain additional financing while such security is outstanding.

For a more complete discussion of the possible structure of a businesscombination, see the section in Item 1 above entitled “Effecting aBusiness CombinationSelection of a target business and structuring of abusiness combination.”

***Our ability to effect abusiness combination and to execute any potential business plan afterwards willbe dependent upon the efforts of our key personnel, some of whom may join usfollowing a business combination and whom we may have only a limited ability toevaluate.***

Our ability to effect a business combination will be dependent upon theefforts of our key personnel.  The futurerole of our key personnel following a business combination, however, cannotpresently be fully ascertained.  Althoughwe expect most of our management, particularly our Chief Executive Officer, toremain associated with us following a business combination, we may employ otherpersonnel following the business combination. While we intend to closely scrutinize any additional individuals weengage after a business combination, we can make no assurance that ourassessment of these individuals will prove to be correct.  If we acquired a target business in an all-cashtransaction, it would be more likely that current members of management wouldremain with us if they chose to do so. If a business combination were structured as a merger whereby thestockholders of the target company were to control the combined companyfollowing a business combination, it may be less likely that management wouldremain with the combined company unless it was negotiated as part of thetransaction via the acquisition agreement, an employment agreement or otherarrangement.  In making the determinationas to whether current management should remain with us following the businesscombination, management will analyze the experience and skill set of the targetbusiness’ management and negotiate as part of the business combination that certainmembers of current management remain if it is believed that it is in the bestinterests of the combined company post-business combination.  Although we intend to closely scrutinize themanagement of a prospective target business in connection with evaluating thedesirability of effecting a business combination, we can make no assurance thatour assessment of the target business’s management will prove to be correct.

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***Our current managementmay have a conflict of interest in connection with negotiating the terms of ourinitial business combination.***

Since our current management will negotiate the terms of our initialbusiness combination and may negotiate the terms of their employment orconsulting arrangements, our current management may have a conflict of interestin attempting to negotiate terms that are favorable to our public stockholdersin the acquisition agreement at the same time that they are negotiating termsin their employment or consulting arrangements that are favorable to them.

***Our officers, directorsand senior advisors will allocate their time to other businesses, therebycausing conflicts of interest in their determination as to how much time todevote to our affairs and our officers may do so.  This could impact our ability to consummate abusiness combination.***

Our officers, directors and senior advisors are not required to committheir full time to our affairs, which may result in a conflict of interest inallocating their time between our operations and other businesses.  We do not intend to have any full-timeemployees, other than those employed merely in an administrative capacity,prior to the consummation of a business combination.  Our executive officers are also not obligatedto contribute any specific number of hours to our affairs.  If our executive officers’ other businessaffairs require them to devote more substantial amounts of time to suchaffairs, it could limit their ability to devote time to our affairs and couldimpact our ability to consummate a business combination.

***Some of our officers,directors and senior advisors are currently affiliated with entities which mayhave existing or potential interests in our target industry engaged in businessactivities similar to those intended to be conducted by us and, accordingly,may have conflicting fiduciary duties in determining to which entity aparticular business opportunity should be presented.***

Certain of our officers, directors and senior advisors are currentlyaffiliated with other entities that may have existing or potential interests inour target industry following a business combination.  Due to these existing affiliations, they mayhave conflicting fiduciary obligations with regard to presenting certainpotential business opportunities to those entities that may be of interest tous.  Our directors and senior advisorsmay in the future become affiliated with other entities, including other “blankcheck” companies, engaged in business activities similar to those we intend toconduct.

***We may seek a businesscombination with a target business with which one or more of our existingofficers, directors and senior advisors may be affiliated.***

Our existing officers, directors and senior advisors are not currentlyaware of any specific opportunities to consummate a business combination withany entities with which they are affiliated, whether by virtue of the sale ofassets, spin-off, divestiture or otherwise, and there have been no preliminarydiscussions or indications of interest with any such entity or entities.  Although we will not be specifically focusingon, or targeting any, transaction with any affiliated entities, we wouldconsider such a transaction if any such opportunity were presented to us,without first seeking to consummate a business combination with a non-affiliatedentity, although we are currently unaware of any such actual or potentialtransaction.  If we become aware of andpursue an opportunity to seek a business combination with a target businesswith which one or more of our existing officers, directors or senior advisorsmay be affiliated, conflicts of interest could arise in connection withnegotiating the terms of and completing the business combination.  Accordingly, such officers, directors andsenior advisors may become subject to conflicts of interest regarding us andother business ventures in which they may be involved, which may have anadverse effect on our ability to consummate a business combination.  Management intends to comply with therequirements of Delaware Law with respect to any such transaction.  In order to 

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minimize these potential conflicts of interest, wehave agreed not to consummate a business combination with an entity that isaffiliated with our principal stockholder, officers, directors or senioradvisors unless we obtain an opinion from an independent investment bankingfirm that the business combination is fair to our stockholders from a financialpoint of view.

***All of our officers,directors and senior advisors beneficially own shares of our common stock (andwarrants to purchase shares of common stock, in the case of our officers) whichwill not participate in liquidation distributions, and therefore they may havea conflict of interest in determining whether a particular target business isappropriate for a business combination.***

All of our officers, directors and senior advisors own stock (andwarrants to purchase shares of common stock, in the case of our officers) inour company, either directly or indirectly, but have waived their right toreceive distributions upon our liquidation as part of our plan of dissolutionand distribution.  The shares andwarrants owned by our officers, directors and senior advisors will be worthlessif we do not consummate a business combination. The personal and financial interests of our officers, directors andsenior advisors may influence their motivation in identifying and selecting atarget business and in timely completing a business combination.  Consequently, our officers’, directors’ andsenior advisors’ discretion in identifying and selecting a suitable targetbusiness may result in a conflict of interest when determining whether theterms, conditions and timing of a particular business combination areappropriate and in our public stockholders’ best interest.

***It is probable that we willbe able to complete only one business combination, which will cause us to besolely dependent on a single business and a limited number of products orservices.***

The net proceeds from our initial public offering and the privateplacement, after the payment of certain offering expenses, provided us withapproximately $254,050,000 (including the $8,262,500 deferred underwritingdiscount payable upon consummation of a business combination), which we may useto complete a business combination.  Ourinitial business combination must have a fair market value of at least 80% ofour net assets at the time of such acquisition (all of our assets, includingthe funds held in the trust account other than the deferred underwritingdiscount, less our liabilities).  Consequently,it is probable that we will have the ability to complete only a single businesscombination.  Accordingly, the prospectsfor our ability to effect our acquisition strategy may be:

·                  solely dependent upon the performance ofa single business, or

·                  dependent upon the development or marketacceptance of a single or limited number of products, processes or services.

In this case, we will not be able to diversify our operations orbenefit from the possible spreading of risks or offsetting of losses, unlikeother entities that may have the resources to complete several businesscombinations in different industries or different areas of a single industry.

***The ability of ourstockholders to exercise their conversion rights may not allow us to effectuatethe most desirable business combination or optimize our capital structure.***

When we seek stockholder approval of any business combination, we willoffer each public stockholder the right to have his, her or its shares ofcommon stock converted to cash if the stockholder votes against the businesscombination and if the business combination is approved and completed.  Such holder must both vote against suchbusiness combination and then exercise his, her or its conversion rights toreceive the conversion price. Accordingly, if our business combination requires us to usesubstantially all of our cash to pay the purchase price, because we will notknow how many stockholders 

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may exercise such conversion rights, we may eitherneed to reserve part of the trust account for possible payment upon suchconversion or we may need to arrange third party financing to help fund ourbusiness combination in case a larger percentage of stockholders exercise theirconversion rights than we expect. Therefore, we may not be able to consummate a business combination thatrequires us to use all of the funds held in the trust account as part of thepurchase price, or we may end up having a leverage ratio that is not optimalfor our business combination.  This maylimit our ability to effectuate the most attractive business combinationavailable to us.

***We will depend oninterest earned on the trust account balance to fund a portion of our searchfor a target business or businesses and to complete our initial businesscombination.***

Of the net proceeds of our initial public offering, $500,000 wasavailable to us initially outside the trust account to fund our working capitalrequirements.  We will depend onsufficient interest being earned on the proceeds held in the trust account toprovide us with additional working capital that we may need to identify one ormore target businesses and to complete our initial business combination.  While we are entitled to have released to usfrom the trust account for such purposes interest income, net of income taxeson such interest, of up to a maximum of $3,000,000, a substantial decline ininterest rates may result in our having insufficient funds available with whichto structure, negotiate or close an initial business combination.  In such event, we would need to obtainadditional funds from our initial stockholders or another source to continueoperations, or we may be forced to liquidate. None of our officers, directors, senior advisors or stockholders is requiredto provide any financing to us.

***We may be unable toobtain additional financing, if required, to complete a business combination orto fund the operations and growth of the target business, which could compel usto restructure the transaction or to abandon a particular business combination.***

Although we believe that the net proceeds of our initial publicoffering and the private placement will be sufficient to allow us to consummatea business combination, because we have not yet identified any prospectivetarget business we cannot ascertain the capital requirements for any particulartransaction.  If the net proceeds of ourinitial public offering and the private placement prove to be insufficient,either because of the size of the business combination or the depletion of theavailable net proceeds in the search for a target business, or because webecome obligated to convert into cash a significant number of shares fromconverting stockholders, we will be required to seek additional financing.  We can make no assurance that such financingwill be available on acceptable terms, if at all.  To the extent that additional financing isunavailable when needed to consummate a particular business combination, wewill be compelled to restructure the transaction or abandon that particularbusiness combination and seek an alternative target business candidate.  In addition, if we consummate a businesscombination, we may require additional financing to fund the operations orgrowth of the target business.  Thefailure to secure additional financing may stall the development or growth ofthe target business.  None of ourofficers, directors, senior advisors or principal stockholder is required toprovide any financing to us.

***Our officers, directorsand senior advisors control a substantial interest in us and thus may influencecertain actions requiring a stockholder vote.***

As of March 29, 2007, our officers, directors and senior advisorscollectively own, directly or indirectly, 8,067,187 shares of common stock orapproximately 20% of our issued and outstanding shares of common stock andwarrants to purchase an additional 6,500,000 shares of common stock.  As a result, at any annual or special meetingof stockholders that addresses any matter other than a business combination,our officers, directors and senior advisors, because of their ownershipposition, will have considerable influence regarding the outcome of all mattersrequiring approval by our stockholders at 

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such time, including the election of directors andapproval of significant corporate transactions, following the consummation ofour business combination.

***Our outstanding warrantsand option may have an adverse effect on the market price of our common stockand make it more difficult to effect a business combination.***

In connection with our initial public offering, as part of the units,we issued warrants to purchase 32,343,750 shares of our common stock.  We also issued an option to purchase anaggregate of 1,406,250 units to the underwriters (the “underwriters’ unitpurchase option”), which, if exercised on a cash basis, will result in theissuance of an additional 1,406,250 warrants and an additional 1,406,250shares.  Our officers also have indirectbeneficial ownership of warrants to purchase an aggregate of 6,500,000 shares,which shares are issuable upon exercise of these warrants so purchased in theprivate placement.  To the extent that wedesire to issue shares of common stock to effect a business combination, thepotential for the issuance of substantial numbers of additional shares uponexercise of these warrants and the underwriters’ unit purchase option couldmake us a less attractive acquisition vehicle in the eyes of a target businessas such securities, when exercised, will increase the number of issued andoutstanding shares of our common stock and reduce the value of the sharesissued to complete the business combination. Accordingly, our warrants and the underwriters’ unit purchase option maymake it more difficult to effectuate a business combination or increase thecost of the target business. Additionally, the sale, or even the possibility of sale, of the sharesunderlying the warrants and the underwriters’ unit purchase option could havean adverse effect on the market price for our securities or on our ability toobtain future public financing.  If andto the extent these warrants and this option are exercised, our stockholderswill experience dilution in their equity holdings.

***Holders of warrants willnot be able to exercise their warrants in the event we are unable to maintainan effective registration statement with respect to the shares issuable uponexercise of the warrants.***

No warrants will be exercisable unless at the time of exercise aprospectus relating to common stock issuable upon exercise of the warrants iscurrent and the common stock has been registered or qualified or deemed to beexempt under the securities laws of the state of residence of the holder of thewarrants.  Although we have agreed tomeet these conditions and use our reasonable best efforts to maintain a currentprospectus relating to common stock issuable upon exercise of the warrantsuntil the expiration of the warrants, we can make no assurance that we will beable to do so.  If we fail to registerthe shares of common stock underlying the warrants or have them qualified foran exemption under the securities laws of the state of residence of the holderof the warrants, holders of warrants will not be entitled to exercise thewarrants and as a result, the warrants may be deprived of any value and themarket for the warrants may be limited. We are not obligated to pay cash or other consideration to the holdersof the warrants in such circumstance or under other circumstances and thewarrants could become, and later expire, worthless.

Because the warrants we sold in the private placement were issuedpursuant to an exemption from the registration requirements under the federalsecurities laws, the holders of the warrants purchased in the private placementwill be able to exercise their warrants even if, at the time of exercise, aprospectus relating to the common stock issuable upon exercise of the warrantsissued in the initial public offering is not current.  As a result, the holders of the warrantspurchased in the private placement will not have any restrictions with respectto the exercise of their warrants.  Asdescribed above, the holders of the warrants purchased in our initial publicoffering will not be able to exercise them unless we have a current registrationstatement covering the shares issuable upon their exercise.

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***Holders of theunderwriters’ unit purchase option will not be able to exercise their option orthe warrants issuable upon exercise of such option in the event we are unableto maintain an effective registration statement with respect to the option, theunits and the common stock issuable upon exercise of the option and thewarrants.***

Holders of the underwriters’ unit purchase option will not be able toexercise this option or the warrants issuable upon exercise of such option inthe event we are unable to maintain an effective registration statement withrespect to the option, the units and the common stock issuable upon exercise ofthe option and the warrants.  If we failto register the option, the units and the common stock issuable upon exerciseof the option and the warrants, holders of such option will not be entitled toexercise the option or the underlying warrants. We are not obligated to pay cash or other consideration to the holdersof the option in such a circumstance or under any other circumstances and theoption and the underlying warrants could become, and later expire, worthless.

***If our stockholdersprior to the consummation of our initial public offering  and Oenoke Partners, LLC, the purchaser of warrants which we issued to itconcurrently with our initial public offering, exercise their registrationrights, it may have an adverse effect on the market price of our common stockand the existence of these rights may make it more difficult to effect abusiness combination.***

The holders of our common stock prior to the consummation of ourinitial public offering are entitled to require us to register the resale oftheir shares of common stock which were held prior to our initial publicoffering at any time after the date on which their shares are released fromtheir lock-up.  In addition, OenokePartners, LLC, the holder of the warrants which we issued to it concurrentlywith our initial public offering, can demand that we register those warrantsand the shares of common stock underlying the warrants at anytime after suchwarrants become exercisable by their terms. If such stockholders and Oenoke Partners, LLC exercise theirregistration rights with respect to all of their shares of common stock andwarrants, then there will be an additional 8,085,937 shares of common stock,and 6,500,000 warrants and/or up to 6,500,000 shares of common stock issuedupon exercise of the warrants, that will be eligible for trading in the publicmarket.  The presence of this additionalnumber of securities eligible for trading in the public market may have anadverse effect on the market price of our common stock.  In addition, the existence of these rightsmay make it more difficult to effectuate a business combination or increase thecost of the target business, as the stockholders of the target business may bediscouraged from entering into a business combination with us or may request ahigher price for their securities as a result of these registration rights andthe potential future effect their exercise may have on the trading market forour common stock.

***If we are deemed to bean investment company, we may be required to institute burdensome compliancerequirements and our activities may be restricted, which may make it difficultfor us to complete a business combination.***

If we are deemed to be an investment company under the InvestmentCompany Act of 1940, our activities may be restricted, including:

·                  restrictions on the nature of ourinvestments; and

·                  restrictions on the issuance ofsecurities,

which may make it difficult for us to complete abusiness combination.

In addition, wemay have imposed upon us burdensome requirements, including:

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·                  registration as an investment company;

·                  adoption of a specific form of corporatestructure; and

·                  reporting, record keeping, voting, proxy,compliance policies and procedures and disclosure requirements and other rulesand regulations.

We do not believe that our anticipated principal activities willsubject us to the Investment Company Act of 1940, as amended.  To this end, the proceeds of our initialpublic offering held in trust may be invested by the trust agent only in “governmentsecurities” within the meaning of Section 2(a)(16) of the InvestmentCompany Act of 1940 having a maturity date of 180 days or less, or inmoney market funds meeting certain conditions under Rule 2a-7 promulgated underthe Investment Company Act of 1940.  Byrestricting the investment of the proceeds to these instruments, we intend tomeet the requirements for the exemption provided in Rule 3a-1 promulgatedunder the Investment Company Act of 1940. Our initial public offering was not intended for persons seeking areturn on investments in government securities or money market funds.  The trust account and the purchase ofgovernment securities or money market funds for the trust account is intendedas a holding place for funds pending the earlier to occur of (i) theconsummation of our primary business objective, which is a business combinationand (ii) absent a business combination, our dissolution and return of thefunds held in this trust account to our public stockholders as part of our planof dissolution and distribution. Notwithstanding our belief that we are not required to comply with therequirements of such act, in the event that the stockholders do not approve aplan of dissolution and distribution and the funds remain in the trust accountfor an indeterminable amount of time, we may be considered to be an investmentcompany and thus required to comply with such act.  If we were deemed to be subject to the act,compliance with these additional regulatory burdens would require additionalexpenses for which we have not accounted.

***Our officers, directorsand senior advisors will not be reimbursed for any out-of-pocket expensesincurred by them to the extent that such expenses exceed the amount ofavailable proceeds not held in the trust account unless the businesscombination is consummated, and therefore they may have a conflict of interestin determining whether a particular target business is appropriate for abusiness combination and in the public stockholders’ best interest.***

Our officers, directors and senior advisors will not be reimbursed forany out-of-pocket expenses incurred by them to the extent that such expensesexceed the amount of available proceeds not held in the trust account unlessthe business combination is consummated. The financial interest of our officers, directors or senior advisorscould influence their motivation in selecting a target business, and thus theremay be a conflict of interest when determining whether a particular businesscombination is in the stockholders’ best interest.

***The American StockExchange may delist our securities, which could limit investors’ ability tomake transactions in our securities and subject us to additional tradingrestrictions.***

Our securities are currently listed on the American Stock Exchange, anational securities exchange.  We canmake no assurance that our securities will continue to be listed on theAmerican Stock Exchange.  Additionally,in connection with our business combination, it is likely that the AmericanStock Exchange may require us to file a new initial listing application andmeet its initial listing requirements as opposed to its more lenient continuedlisting requirements.  We can make noassurance that we will be able to meet those initial listing requirements atthe time of our business combination.  Ifthe American Stock Exchange delists our securities from trading on its exchange,we could face significant consequences including:

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·                  reduced liquidity with respect to oursecurities;

·                  a determination that our common stock isa “penny stock” which will require brokers trading in our common stock toadhere to more stringent rules and possibly result in a reduced level oftrading activity in the secondary trading market for our common stock;

·                  limited amount of news and analystcoverage for our company; and

·                  a decreased ability to issue additionalsecurities or obtain additional financing in the future.

**RisksAssociated with the Information Services Industry**

We intend to focus our search on target businesses in the informationservices industry.  We believe that thefollowing risks will apply to us following the completion of a businesscombination with a target business in the information services industry.

***If,  following a business combination, theproducts or services that we market or sell are not accepted by the public, ourresults of operations will be adversely affected.***

The information services industry is dependent on developing andmarketing new products and services that respond to technological andcompetitive developments and changing client needs and tastes.  We can make no assurance that the productsand services of a target business with which we effect a business combinationwill gain market acceptance.  Anysignificant delay or failure in developing new product and service offerings,could result in a loss of actual or potential market share and a decrease inrevenues.

***The information servicesindustry is competitive and we may not be able to compete effectively whichcould adversely affect our revenues and profitability upon consummation of abusiness combination.***

The information services industry is rapidly evolving andcompetitive.  Many of the competitors wewould face upon consummation of a business combination may have significantlygreater financial, technical, marketing and other resources than we do.  In addition, the management of ourcompetitors may have greater operating resources and experience in theirrespective industries.  Some of thesecompetitors may also offer a wider range of services than we can and havegreater name recognition and a larger client base.  These competitors may be able to respond morequickly and effectively to new or changing opportunities, technologies andclient requirements.  They may also beable to undertake more extensive promotional activities, offer more attractiveterms to clients, and adopt more aggressive pricing policies.  If we are unable to compete effectivelyfollowing a business combination, our business, financial condition, results ofoperations and prospects could be materially adversely affected.

***Changes in legislative,judicial, regulatory, cultural or consumer environments relating to consumerprivacy or information collection and use may affect our ability to collect anduse data.***

Privacy concerns could lead to the enactment of legislation or industryregulations, the issuance of judicial interpretations, or simply a change incustoms that could place limitations on our ability to collect, maintain anduse information about internet consumers following a business combination.  Such limitations could result in a materialincrease in the cost of collecting some kinds of data or could prevent us fromoperating or distributing some of our products and services following abusiness combination.  Failure to complywith the law and regulatory requirements may result in criminal or civilliability.  The 

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occurrence of one or more of these events couldmaterially harm our business, results of operation and financial conditionfollowing a business combination.

***Industry consolidationcould result in increased competition for the products and services we expectto provide following a business combination.***

The possibility of the consolidation or merger of companies which mightcombine forces to create a single-source provider of multiple services to themarketplace in which we expect to compete could result in increased competitionfor us.  The dynamics of the marketplacecould be significantly altered if some of the single-service providers were tocombine with each other to provide a wider variety of services, which couldadversely affect our target’s business, financial position and operatingresults.

***We may be unable toprotect or enforce the intellectual property rights of any target businessesthat we acquire.***

After completing a business combination, the procurement and protectionof trademarks, copyrights, patents, domain names, trade dress, and tradesecrets may be critical to our success. We will likely rely on a combination of copyright, trademark, tradesecret laws and contractual restrictions to protect any proprietary technology andrights that we may acquire.  Despite ourefforts to protect that proprietary technology and those rights, we may not beable to prevent misappropriation of those proprietary rights or deterindependent development of technologies that compete with the business weacquire.  Our competitors may file patentapplications or obtain patents and proprietary rights that block or competewith our patents.  Litigation may benecessary in the future to enforce our intellectual property rights, to protectour trade secrets, or to determine the validity and scope of the proprietaryrights of others.  It is also possiblethat third parties may claim we have infringed their patent, trademark,copyright or other proprietary rights. Claims or litigation, with or without merit, could result in substantialcosts and diversions of resources, either of which could have a materialadverse effect on our competitive position and business.  Depending on the target business orbusinesses that we acquire, it is likely that we will have to protectcopyrights, trademarks, patents, and domain names in an increasing number ofjurisdictions, a process that is expensive and may not be successful in everylocation.  With respect to certainproprietary rights, such as trademarks and copyrighted materials, of the targetbusiness or businesses that we will acquire, we expect that the target businessor businesses would have entered into license agreements in the past and willcontinue to enter into such agreements in the future.  These licensees may take actions thatdiminish the value of such target business or businesses’ proprietary rights orcause harm to such target business or businesses’ reputation.

***If we are alleged tohave infringed on the intellectual property or other rights of third parties,it could subject us to significant liability for damages and invalidation ofour proprietary rights.***

If, following a business combination, third parties allege that we haveinfringed on their intellectual property rights, privacy rights or publicityrights or have defamed them we could become a party to litigation.  These claims and any resulting lawsuits couldsubject us to significant liability for damages and invalidation of ourproprietary rights and restrict our ability to publish and distribute theinfringing or defaming content.

***Changes in technologymay reduce the demand for the products or services we may offer following abusiness combination.***

The information services industry is affected by rapid and significantchanges in technology.  These changes mayreduce the demand for certain existing products and services and technologiesused in the industry or render them obsolete. We can make no assurance that the technologies used by or relied 

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upon or produced by a target business with which weeffect a business combination will not be subject to such reduction in demandor obsolescence.  While we may attempt toadapt and apply the services provided by the target business to newertechnologies, we can make no assurance that we will have sufficient resourcesto fund these changes or that these changes will ultimately prove successful.

***Since we may acquire abusiness that is located outside the United States, we may encounter risksspecific to one or more countries in which we ultimately operate.***

If we acquire a business that has operations outside the United States,we will be exposed to risks that could negatively impact our future results ofoperations following a business combination. The additional risks to which we may be exposed in any such case includebut are not limited to:

·                  tariffs and trade barriers;

·                  regulations related to customs andimport/export matters;

·                  tax issues, such as tax law changes andvariations in tax laws as compared to the United States;

·                  cultural and language differences;

·                  an inadequate banking system;

·                  foreign exchange controls;

·                  restrictions on the repatriation ofprofits or payment of dividends;

·                  crime, strikes, riots, civildisturbances, terrorist attacks and wars;

·                  nationalization or expropriation ofproperty;

·                  law enforcement authorities and courtsthat are inexperienced in commercial matters; and

·                  deterioration of political relations withthe United States.

***Foreign currencyfluctuations could adversely affect our business and financial results.***

Atarget business with which we combine may do business and generate sales withinother countries.  Foreign currencyfluctuations may affect the costs that we incur in such internationaloperations.  It is also possible thatsome or all of our operating expenses may be incurred in non-U.S. dollar currencies.  The appreciation of non-U.S. dollarcurrencies in those countries where we have operations against the U.S. dollarwould increase our costs and could harm our results of operations and financialcondition.

**Item 1B.   Unresolved Staff Comments**

None.

**Item2.   Properties**

We intend to maintain our executive offices at Four Stamford Plaza, 107Elm St., Connecticut 06902.  We considerthis office space to be adequate for our current operations.  We currently pay rent in 

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an amount equal to $10,203 per month pursuant to alease agreement with CT—Four Stamford Plaza, LLC, an unaffiliated entity.  We do not share our space at our executiveoffices.

**Item3.   Legal Proceedings**

None.

**Item4.   Submission of Matters to a Vote of Security Holders**

Exceptfor obtaining the approval from our stockholders to amend and restate ourcertificate of incorporation, to issue a 1 for 2 stock dividend, and to fileour registration statement, no matters were submitted to a vote of the Company’ssecurity holders during the fourth quarter of 2006.

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**PART II**

**Item 5.   Market for Registrant’sCommon Equity, Related Stockholder Matters and Issuer Purchases of EquitySecurities**

Our units have been quoted on the American StockExchange (“AMEX”) under the symbol “III.U” since January 31, 2007.  Prior to that time, there was no publicmarket for our units.  Our warrants andshares of common stock began to trade separately on February 12, 2007under symbols “III” and “III.WS”, respectively. Prior to that time, there was no public market for our warrants orshares of common stock.  As ofMarch 28, 2007, there were approximately 1 holder of record of ourunits, approximately 8 holders of record of our common stock and approximately2 holders of record of our warrants. Such numbers do not include beneficialowners holding shares, warrants or units through nominee names.

**DividendPolicy**

We did not pay any cash dividends in 2006 and we currently do notintend to pay cash dividends.

**SecuritiesAuthorized for Issuance under Equity Compensation Plans**

No compensation of any kind, including finder’s and consulting fees,will be paid by us, Oenoke Partners, LLC or any of our respective affiliates toany of our officers, directors, senior advisors, or any of their respectiveaffiliates, for services rendered prior to or in connection with a businesscombination.  However, we will reimbursesuch persons for any out-of-pocket expenses incurred in connection withactivities on our behalf such as identifying potential target businesses andperforming due diligence on suitable business combinations, although they willnot be reimbursed for any out-of-pocket expenses incurred by them to the extentthat such expenses exceed the amount not held in the trust account unless thebusiness combination is consummated.

Following an initial business combination and to the extent our currentexecutive officers continue to be involved in management of our business, theywill be entitled to receive such compensation as our board of directors mayapprove.

Although we currently maintain no equity compensation plans for thebenefit of our officers, directors, senior advisors, or any of their respectiveaffiliates, our officers, directors and senior advisors have beneficialownership of equity securities of the Company, which securities were issued tothem prior to the consummation of our initial public offering.  See Items 11 and 12 below for furtherdisclosure of the beneficial ownership of equity securities by our officers,directors and senior advisors.

**RecentSales of Unregistered Securities**

On January 31, 2007, we sold to Oenoke Partners, LLC, ourprincipal stockholder, 6,500,000 warrants at a price of $1.00 per warrant, in aprivate placement.  Each warrant issuedin the private placement entitles the registered holder to purchase one shareof our common stock at a price of $6.00 per share, at any time commencing onthe later of (i) the completion of a business combination (or one yearfrom the date of completion of a business combination with respect to theprivate placement warrants); and (ii) one year from the date of thisprospectus.  Such warrants are notsubject to redemption and can be exercised on a cashless basis.

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Such warrants are beneficially held by each of Mr. Connors,Mr. Martell, Mr. Doppelt and Mr. Gould whose membershipinterests represent 25% of the outstanding equity interests of Oenoke Partners,LLC.

The issuance of the warrants in the private placement transaction weremade without registration under the Securities Act in reliance on the exemptioncontained in Section 4(2) of the Securities Act for a transaction notinvolving a public offering.

**Useof Proceeds**

On February 6,2007, we consummated our initial public offering of 32,343,750 units, whichunits included both the Firm Units and the Over-Allotment units.  Each unit consists of one share of commonStock, $0.001 par value per share and one warrant to purchase one share ofcommon stock at an exercise price of $6.00 per share.

Our net proceeds from the sale of our units, after deducting certainoffering expenses of approximately $10,700,000, were approximately$254,550,000.  Of this amount,$254,050,000 was placed in trust and the remaining $500,000 was held outside ofthe trust.  The remaining proceeds areavailable to be used by us to provide for business, legal and accounting duediligence on prospective acquisitions and continuing general and administrativeexpenses.  Excluding $8,262,500 of thedeferred underwriters fee held in trust and payable upon the consummation of abusiness combination, we intend to use substantially all of the remaining netproceeds of the initial public offering to acquire a target business, includingidentifying and evaluating prospective acquisition candidates, selecting thetarget business, and structuring, negotiating and consummating the businesscombination.  To the extent that ourcapital stock is used in whole or in part as consideration to effect a businesscombination, the proceeds held in the trust fund as well as any other netproceeds not expended will be used to finance the operations of the targetbusiness.

**Item6.   Selected Financial Data**

|                                        | ** ** | **For the Period July 20, 2006**                    | ** ** |
|----------------------------------------|------------|------------------------------------------------------------------------------|------------|
| ** **                             | ** ** | **(date of inception) to   December 31, 2006** | ** ** |
| Net sales                              |       | $                                                                            | —     |   |
|                                   |       |                                                                         |       |
| Formation and  operating expenses      |       | $                                                                            | 51,161     |   |
|                                   |       |                                                                         |       |
| Operating loss                         |       | $                                                                            | (51,161    | ) |
|                                   |       |                                                                         |       |
| Interest expense                       |       | $                                                                            | (3,952     | ) |
| Interest income                        |       | $                                                                            | 294        |   |
|                                   |       |                                                                         |       |
| Loss from  continuing operations       |       | $                                                                            | (54,819    | ) |
|                                   |       |                                                                         |       |
| Net loss per  common share             |       | $                                                                            | (0.01      | ) |
|                                   |       |                                                                         |       |
| Balance Sheet  Data (at period end)    |       |                                                                         |       |
|                                   |       |                                                                         |       |
| Cash                                   |       | $                                                                            | 88,911     |   |
| Other current  assets                  |       | $                                                                            | 10,384     |   |
| Office equipment                       |       | $                                                                            | 46,641     |   |
| Other assets,  deferred offering costs |       | $                                                                            | 670,807    |   |
|                                   |       |                                                                         |       |
| Total assets                           |       | $                                                                            | 816,743    |   |

 

**Item7.   Management’s Discussion and Analysis of Financial Conditionand Results of Operations**

The following discussion of our financial condition and results ofoperations in conjunction with the audited restated consolidated financialstatements, the notes to the audited restated consolidated financial statementsand the “Selected Financial Data” and “Selected Consolidated FinancialInformation and Other Data” appearing in Item 6 above and Item 8below.  This discussion covers periodsbefore and after our initial public offering. In addition, this discussion contains forward-looking statements thatmust be understood in the context of numerous risks and uncertainties,including, but not limited to, those described in section 1A, “RiskFactors,” above.

We were formed on July 20, 2006, for the purpose of effecting amerger, capital stock exchange, asset or stock acquisition or other similarbusiness combination with one or more domestic or international operatingbusinesses.  We intend to utilize cashderived from the proceeds of our initial public offering and the privateplacement, as well a possible issuance of our capital stock or debt, or acombination of cash, capital stock and/or debt, in effecting a businesscombination.

Except for the consummation of our initial public offering and theprivate placement, we have neither engaged in any operations nor generated anyrevenues to date.

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On August 11, 2006, we filed a Registration Statement onForm S-1 with the Securities and Exchange Commission for an initialpublic offering of our Company’s units. On January 31, 2007, our Registration Statement relating to ourinitial public offering of our units was declared effective by the Securitiesand Exchange Commission, and on February 6, 2007, we consummated ourinitial public offering and the private placement.

The net proceeds from our initial public offering and the privateplacement, after deducting offering expenses of approximately $10,700,000,including underwriting discount (other than the deferred underwriters’ discountof $8,262,500), were $254,550,000.  Ofthis amount, $254,050,000 has been placed in the trust account and theremaining $500,000 is available to fund our operating expenses.  We expect to use $8,262,500 of the remainingproceeds held in the trust account to pay the deferred underwriting discountand up to $3,000,000 of the interest earned on the trust account (net of taxespayable on such interest) to satisfy our operating expenses, and the remainingproceeds held in the trust account to acquire a target business, including thepayment of any finders’ fee or other similar payments, as well as the expensesof identifying and evaluating prospective acquisition candidates, selecting thetarget business, and structuring, negotiating and consummating the businesscombination.  To the extent that ourcapital stock is used in whole or in part as consideration to effect a businesscombination, the proceeds held in the trust account as well as any other netproceeds not expended will be used to finance the operations of the targetbusiness, to acquire other businesses or for any such other purposes as may bedetermined by our board of directors at the time.  We believe that the funds available to usoutside of the trust account, together with interest income (net of taxes) ofup to $3,000,000 on the balance of the trust account releasable to us, will besufficient to allow us to operate until February 6, 2009, assuming that abusiness combination is not consummated during that time.  Over this time period, we anticipate payingapproximately (1) $2,000,000 for legal, accounting, due diligence andother expenses related to a business combination, (2) $250,000 for legaland accounting fees relating to our SEC reporting obligations, (3) $500,000for rent for office space and other administrative expenses and(4) 750,000 for miscellaneous expenses and reserves including the cost ofdissolution and reserves, if any, which we currently estimate to beapproximately $50,000 to $75,000.

Based upon the foregoing projections, we do not believe we will need toraise additional funds in order to meet the expenditures required for operatingour business prior to our initial business combination.  However, we may need to raise additionalfunds through a private offering of debt or equity securities if such funds arerequired to consummate a business combination that is presented to us althoughwe have not entered into any such arrangement and have no current intention ofdoing so.  We would only consummate sucha financing simultaneously with the consummation of a business combination.

On August 2, 2006, Oenoke Partners, LLC, one of our stockholdersand an affiliate of our officers, advanced to us a total of $100,000, which wasused to pay a portion of the expenses of our initial public offering.  This loan was repaid, together with interestwhich accrued on such loan at a rate of 5% per annum, on March 15, 2007.

On October 3, 2006, Oenoke Partners, LLC, made a second advance tous for a total of $150,000, which was used to pay a portion of the expenses ofour initial public offering.  This loanwas repaid, together with interest which accrued on such loan at a rate of 5%per annum, on March 15, 2007.

Contemporaneously with the consummation of our initial public offering,we issued to the underwriters, in exchange for consideration of $100, an optionto purchase up to an aggregate of 1,406,250 units.  The exercise price for the units issuableupon exercise of the underwriters’ unit purchase option is $9.60 per unit, andthe units underlying the underwriters’ unit purchase option is identical to the

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units issued to the public in connection with ourinitial public offering, except that the exercise price for the warrantsunderlying the units is $7.50 per share.

**Item 7A.   Quantitativeand Qualitative Disclosures About Market Risk**

Market risk is the sensitivity of income to changes in interest rates,foreign exchanges, commodity prices, equity prices, and other market drivenrates or prices. We are not presently engaged in, and if a suitable businesstarget is not identified by us prior to the prescribed liquidation of the trustfund we may not engage in, any substantive commercial business. Accordingly,the risks associated with foreign exchange rates, commodity prices, and equityprices are not significant. The net proceeds of our initial public offering notheld in the trust fund and not immediately required for the purposes set forthabove have been invested only in United States “government securities,” definedas any Treasury Bill issued by the United States having a maturity of onehundred and eighty days or less, or in money market funds meeting certainconditions under Rule 2a-7 promulgated under the Investment Company Actof 1940. Given our limited risk in our exposure to U.S. Treasury Bills and suchmoney market funds, we do not view the interest rate risk to be significant. Wedo not enter into derivatives or other financial instruments for trading orspeculative purposes.

**Item8.   Financial Statements and Supplementary Data.**

**Referenceis made to our financial statements beginning on page F-1 of this report.**

**Item9.   Changes in and Disagreements with Accountants on Accountingand Financial Disclosure**

None.

**Item 9A.  Controls and Procedures**

**Thisannual report does not include a report of management’s assessment regardinginternal control over financial reporting or an attestation report of thecompany’s registered public accounting firm due to a transition periodestablished by rules of the Securities and Exchange Commission for newly publiccompanies.**

**Item 9B.  Other Information**

None.

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**PART III**

**Item10.   Directors and Executive Officers of the Registrant**

**Ourcurrent directors and executive officers are as follows:**
| **Name**            | ** ** | **Age** | ** ** | **Position**                                                        |
|---------------------|------------|---------|------------|---------------------------------------------------------------------|
| Michael P.  Connors |       | 51      |       | Chairman of the Board and Chief Executive Officer                   |
| Frank Martell       |       | 47      |       | Executive Vice President, Chief Financial Officer,  and Treasurer   |
| Earl H. Doppelt     |       | 53      |       | Executive Vice President, General Counsel, and  Corporate Secretary |
| Richard G. Gould    |       | 48      |       | Executive Vice President                                            |
| Robert J. Chrenc    |       | 62      |       | Director                                                            |
| R. Glenn Hubbard    |       | 48      |       | Director                                                            |
| Robert E.  Weissman |       | 66      |       | Director                                                            |

 

***Michael P. Connors*** has served as our Chairman of the Boardand Chief Executive Officer since our inception.  Mr. Connors also served as our Secretaryand Treasurer from the date of our inception until December, 2006.  Mr. Connors served as Chairman and CEOof VNU’s Media Measurement and Information (MMI) Group from its creation in2001 until his resignation in 2005.  VNU isa leading global information and media company. Mr. Connors was instrumental in creating the MMI Group, whichcomprises VNU’s media information, entertainment, software and internetbusinesses, including Nielsen Media Research, Nielsen Entertainment andNetRatings.  In addition to leading theMMI Group, Mr. Connors served as chairman of VNU World Directories from2003 to 2004, which included VNU’s Yellow Pages and directory businessesoperating in seven countries. Mr. Connors also served as a member of the VNU ExecutiveBoard.  Prior to joining VNU,Mr. Connors was Vice Chairman of ACNielsen Corporation, one of the world’slargest marketing information services companies, commencing November,1996.  Prior to that, as Senior VicePresident of The Dun & Bradstreet Corporation (D&B), Mr. Connorsplayed a key role in the breakup of D&B into three separate, publiclytraded companies, including ACNielsen. Mr. Connors currently serves as a director of R.H. DonnelleyCorporation and Eastman Chemical Company. In addition, Mr. Connors served until November 2005 as a member ofthe Board of Directors of NetRatings, Inc.

***Frank Martell*** has served as our Executive VicePresident, Chief Financial Officer and Treasurer since December, 2006.  Until December 2006, Mr. Martell was theChief Operating Officer of ACNielsen Corporation and Chief Executive Officer ofACNielsen Europe and Emerging Markets. He spent the previous 11 years with VNU, ACNielsen Corporation andThe Dun & Bradstreet Corporation (D&B) serving in a series of globalfinancial and senior operating positions. He joined D&B in 1995 as Head of Internal Audit, became CorporateTreasurer for ACNielsen worldwide after the spin-off from D&B in 1996 andheld a series of executive positions residing in the U.S., Asia and Europeincluding Chief Financial Officer and President and CEO of ACNielsen AsiaPacific.  Prior to joining D&B,Mr. Martell had a 15-year career at General Electric in financialmanagement positions including GE corporate audit.

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***Earl H. Doppelt*** has served as our Executive VicePresident, General Counsel and Corporate Secretary since December, 2006.  Until November 2006, Mr. Doppelt servedas Executive Vice President and Chief Legal Officer of VNU, a leading globalinformation and media company.  He spentthe previous 12 years with VNU, ACNielsen Corporation and The Dun &Bradstreet Corporation (D&B).  Hejoined D&B in 1994 as Senior Vice President and General Counsel and, in1996, when D&B was broken up into three separate public companies, becameExecutive Vice President and General Counsel of ACNielsen.  Mr. Doppelt was part of the executiveteam that led the turnaround of ACNielsen into a profitable company.  When VNU acquired ACNielsen in 2001,Mr. Doppelt was named Executive Vice President and Chief Legal Officer ofVNU.  During his career at VNU, ACNielsenand D&B, Mr. Doppelt managed a number of complex M&A transactionsincluding three ownership transitions from the break-up of D&B into threeseparate companies, the sale of ACNielsen to VNU and the sale of VNU to aprivate-equity consortium.  Prior tojoining D&B, Mr. Doppelt was Senior Vice President and Deputy GeneralCounsel of Paramount Communications and earlier a litigator specializing in antitrustand securities matters for the law firm of Paul, Weiss, Rifkind, Wharton andGarrison.

***Richard G. Gould*** has served as our Executive VicePresident since December, 2006.  UntilOctober 2006, Mr. Gould was with Morgan Stanley where, during a 20-yearcareer, he held several executive positions. His experience with Morgan Stanley included capital markets, globalsales management, marketing and new product innovation.  He initially joined Morgan Stanley’s Londonoffice as a sales manager of European Equity Derivatives to start the firm’soptions, futures and portfolio trading businesses in Europe.  He was promoted to Vice President in 1988;Principal in 1990; and Managing Director in 1992.  Mr. Gould then moved to Tokyo in October1992 where he was responsible for equity derivative sales for the Asian Region,subsequently becoming head of the Japanese Equity Division.  He moved to Morgan Stanley’s New Yorkheadquarters in January 1996,where he held executive positions including headof the Global Pensions Group, head of Quantitative Research, head of GlobalDerivative Sales and later served as co-head of North American equitydistribution.

***Robert J. Chrenc*** has served as our Director since August,2006.  Mr. Chrenc served asExecutive Vice President and Chief Financial Officer of ACNielsen Corporation, aleading provider of marketing information, from June 1996 to February2001.  Mr. Chrenc was promoted toExecutive Vice President and Chief Administrative Officer in February 2001 andserved in this capacity until his retirement in December 2001.  Until January 2007 Mr. Chrenc served asa director of Symbol Technologies Inc., a leading provider of products andsolutions that capture, move and manage information, and as non-executiveChairman of its Board of Directors.

***R. Glenn Hubbard*** has served as our Director since August,2006.  Dr. Hubbard has served as theDean of Columbia University, Graduate School of Business since 2004.  A Columbia faculty member since 1988, he isalso the Russell L. Carson Professor of Finance and Economics in theDepartment of Economics and Graduate School of Business of ColumbiaUniversity.  Dr. Hubbard is aresearch associate at the National Bureau of Economic Research and is avisiting scholar and Director of the Tax Policy Program for the AmericanEnterprise Institute.  In addition,Dr. Hubbard was Chairman of the President’s Council of Economic Advisersfrom 2001 to 2003.  Dr. Hubbardcurrently serves as a director of ADP, Inc., Duke Realty Corporation, KKRFinancial Corp. and Metropolitan Life Insurance Company.

***Robert E. Weissman*** has served as our Director since August,2006.  Mr. Weissman retired inJanuary 2001 after nearly 30 years of experience as Chief ExecutiveOfficer for several public corporations. Most recently, Mr. Weissman was Chairman of the Board of Directorsof IMS Health Incorporated (IMS), a provider of information to thepharmaceutical and healthcare industries. He served as both Chairman and Chief Executive Officer of IMS untilMarch 1999 and he continued to serve as Chairman until 2001.  Prior to his position with IMS,Mr. Weissman was Chairman and Chief Executive Officer of CognizantCorporation and prior to that, was Chairman and Chief Executive Officer of TheDun & Bradstreet 

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Corporation(D&B) from 1994 to 1996.  Prior tohis election as Chairman and Chief Executive Officer of D&B, he held theposition of President and Chief Operating Officer of that company since1985.  From 2001 to 2005,Mr. Weissman was active as Chairman of Shelburne Partners, a privateinvestment company that works with emerging companies in the United States andEurope.  In addition, Mr. Weissmancurrently serves as a director of Cognizant Technology Solutions Corporation,State Street Corporation and Pitney Bowes, Inc.

Our board of directors has four directors and is divided into threeclasses with one class of directors being elected each year and each classserving a three-year term.  The term ofoffice of the first class of directors, consisting of Robert J. Chrenc,will expire at our first annual meeting of stockholders.  The term of office of the second class ofdirectors, consisting of R. Glenn Hubbard, will expire at the secondannual meeting.  The term of office ofthe third class of directors, consisting of Michael P. Connors andRobert E. Weissman will expire at the third annual meeting.

**SeniorAdvisors**

We also may consult, from time to time, with certain individuals whohave experience in the information services industry, which we call our senioradvisors, each of whom is also a stockholder of our company, who may assist usin our search for and evaluation of our target business and other mattersrelating to our operations.

***Francis B. Barker*** will serve as one of our SeniorAdvisors.  Mr. Barker has ledstrategic and financial initiatives in the information, media, and communicationsindustries for over 17 years, in roles including head of a corporation’sM&A function, private equity investing, and investment banking.  Most recently, he was Senior Vice Presidentfor Corporate Development and Strategy at Dex Media, Inc.  In 2006, he led the management transactionteam in the sale of Dex Media, at the time the largest publicly traded yellowpages company in the U.S., to R.H. Donnelley. Mr. Barker joined Dex Media in 2003 from The Carlyle Group, wherehe worked from 1999 to 2002.  As ManagingDirector in Carlyle’s Telecom and Media Group, he played a senior role in theacquisition of Dex Media from Qwest Communications in 2002, among other majorinvestment transactions.  Prior tojoining The Carlyle Group, Barker spent nine years at Morgan Stanley leadingmajor client relationships and transaction teams in publishing and informationservices; advertising; marketing services; education and training services;Internet content; broadband and cable communications; and TV and radio broadcasting.

***Barry Holt***will serve as one of our SeniorAdvisors.  Mr. Holt has more than 35years experience in corporate communications. Mr. Holt was Corporate Vice President, Global Communications ofWhirlpool Corporation from 2000 to 2004. Prior to joining Whirlpool, from 1996 to 2000 he was Senior VicePresident, Global Communications of ACNielsen Corporation, one of the world’slargest marketing information services companies.  While with ACNielsen, Mr. Holt developedand executed a global communications strategy to support ACNielsen’s spin-offfrom The Dun & Bradstreet Corporation and public listing on the New YorkStock Exchange, including the introduction of complete external and investorcommunication.  Earlier he was VicePresident, Corporate Communications, Philip Morris Companies, and before that,he held senior public relations and public affairs positions with Pepsi-ColaInternational and Pepsi-Cola USA.  Beforejoining Pepsi-Cola, Mr. Holt was Vice President/Client Services Manager atBurson-Marsteller, where he managed such accounts as Burger King, GeneralFoods, M&M Mars and Gillette Safety Razor Division, among others.  Mr. Holt has been a communicationsconsultant since his retirement in 2004 to companies including the PublicisGroup and Wellpoint Health Systems.

Mr. Barker and Mr. Holt will provide merger and acquisitionand investor relations advice to us.  Weexpect them to play a role in identifying and analyzing potential acquisitioncandidates for us.  The 

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senior advisors are independent contractors and, assuch, do not owe us any fiduciary duties with respect to the execution of theirduties.  No compensation of any kind,including finder’s and consulting fees, will be paid by us, Oenoke Partners,LLC or any of our respective affiliates to any of our senior advisors, or anyof their affiliates, for services rendered to us prior to or in connection withthe consummation of our initial business combination.

**Compliancewith Section 16(a)**

Section 16(a) of the Securities Exchange Act of 1934 requires ourdirectors and executive officers and persons who own more than 10% of aregistered class of our equity securities, to file with the Securities andExchange Commission initial reports of ownership and reports of changes inbeneficial ownership of Common Stock and other equity securities of us.Directors, officers and greater than 10% stockholders are required by SECregulations to furnish us with all Section 16(a) forms they file.

To our knowledge, based solely upon our review of the copies of suchreports furnished to us, we believe that all of our directors, officers andgreater than 10% stockholders have complied with the applicable Section 16(a)reporting requirements in a timely fashion.

**Boardof Directors and Committees of the Board**

Our board of directors had one meeting during thefiscal year ended December 31, 2006 and acted by unanimous written consent 4times. Our audit commitee had one meeting during the fiscal year ended December31, 2006. During the fiscal year ended December 31, 2006, each member of theboard participated in all Board and applicable committee meetings held duringthe period for which he was a director.

**AuditCommittee**

Our audit committee currently consists of Mr. Chrenc, as Chairman,Dr. Hubbard and Mr. Weissman. The audit committee reviews the professional services and independenceof our independent registered public accounting firm and our accounts,procedures and internal controls.  Theaudit committee also selects the firm that will serve as our independent registeredpublic accounting firm, reviews and approves the scope of the annual audit,reviews and evaluates with the independent public accounting firm our annualaudit and annual financial statements, reviews with management the status ofinternal accounting controls, evaluates problem areas having a potentialfinancial impact on us that may be brought to the committee’s attention bymanagement, the independent registered public accounting firm or the board ofdirectors, and evaluates all of our public financial reporting documents.  We have agreed that our audit committee willreview and approve all expense reimbursements made to our officers, directorsor senior advisors and that any expense reimbursement payable to members of ouraudit committee will be reviewed and approved by our board of directors, withthe interested director or directors abstaining from such review and approval.

In accordance with applicable federal securities laws and the rules ofthe American Stock Exchange, we have adopted an audit committee charter thatincorporates these duties and responsibilities.

**FinancialExperts on Audit Committee**

The audit committee will at all times be composed exclusively of “independentdirectors” who are “financially literate” as defined under the American StockExchange listing standards.  The AmericanStock Exchange listing standards define “financially literate” as being able toread and understand fundamental financial statements, including a company’sbalance sheet, income statement and cash flow statement.  In addition, we must certify to the AmericanStock Exchange that the committee has, and will 

42

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continue to have, at least one member who has pastemployment experience in finance or accounting, requisite professionalcertification in accounting, or other comparable experience or background thatresults in the individual’s financial sophistication.  The board of directors has determined thatMr. Chrenc satisfies the American Stock Exchange’s definition of financialsophistication and also qualifies as an “audit committee financial expert,” asdefined under rules and regulations of the SEC.

**AuditCommittee Report**

We have reviewed and discussed with management the Company’s auditedfinancial statements as of and for the year ended December 31, 2006.

We have discussed with the independent auditors the matters required tobe discussed by Statement on Auditing Standards No. 61, Communication withAudit Committees, as amended, by the Auditing Standards Board of the AmericanInstitute of Certified Public Accountants.

We have received and reviewed the written disclosures and the letterfrom the independent auditors required by Independence Standard No. 1,Independence Discussions with Audit Committees, as amended, by the IndependenceStandards Board, and have discussed with the auditors the auditors’independence.

Based on the reviews and discussions referred to above, we haverecommended to the Board of Directors that the financial statements referred toabove be included in the Company’s Annual Report on Form 10-K for the yearended December 31, 2006.

Mr. RobertJ. Chrenc (Chairman)Mr. Robert E. WeissmanDr. R. Glenn Hubbard

**Guidelinesfor Selecting Director Nominees**

Since the filing of our Registration Statement on January 29,2007, there have been no material changes to the guidelines for selectingnominees.

**Codeof Conduct and Ethics**

Wehave adopted a code of ethics that applies to our officers, directors andemployees in accordance with applicable federal securities laws and the rulesof the American Stock Exchange.  We havefiled copies of our code of ethics and committee charters as exhibits to theRegistration Statement which we filed on January 29, 2007.  These documents may be reviewed by accessingour public filings at the SEC’s web site at www.sec.gov.  In addition, a copy of the code of ethicswill be provided without charge upon request to us.  We intend to disclose any amendments to orwaivers of certain provisions of our code of ethics in a Current Report on Form8-K.

**Item11.   Executive Compensation**

No compensation of any kind, including finder’s and consulting fees,will be paid by us, Oenoke Partners, LLC or any of our respective affiliates toany of our officers, directors, senior advisors, or any of their respectiveaffiliates, for services rendered prior to or in connection with a businesscombination.  However, we will reimbursesuch persons for any out-of-pocket expenses incurred in connection withactivities on our behalf such as identifying potential target businesses andperforming due diligence on suitable business combinations, although they willnot be reimbursed for any out-of-pocket expenses 

43

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incurred by them to the extent that such expensesexceed the amount not held in the trust account unless the business combinationis consummated.

Following an initial business combination and to the extent our currentexecutive officers continue to be involved in management of our business, theywill be entitled to receive such compensation as our Compensation Committee mayapprove.

We currently maintain no equity compensation plans for the benefit ofour officers or directors, or any of their respective affiliates.

**CompensationCommittee**

The compensation committee consists of Mr. Weissman, as chairman,Mr. Chrenc and Dr. Hubbard, each of whom is an independent directorunder the American Stock Exchange listing standards.

No executive officer of the Company has served on the compensationcommittee of any other entity, nor has any executive officer of the Companyserved as a director of another entity, whose executive officer has also servedon the Company’s compensation committee.

**Compensation Discussion and Analysis**

As described above, none of our executive officers or senior advisorswill be entitled to receive compensation prior to such time, if any, as abusiness combination is effectuated. Accordingly, we have not made any specific disclosures in this Item 11in respect of executive compensation.

At such time as we are able to consummate a business combination, ourCompensation Committee will consider and adopt appropriate executivecompensation policies in light of such factors as it deems appropriate.

**CompensationCommittee Report**

We have reviewed and discussed with management the Company’sCompensation Discussion and Analysis as of and for the year endedDecember 31, 2006.

Based on the reviews and discussions referred to above, we haverecommended to the Board of Directors that Compensation Discussion and Analysisreferred to above be included in the Company’s Annual Report on Form 10-K forthe year ended December 31, 2006

Mr. RobertE. Weissman (Chairman)Mr. Robert J. CherncDr. R. Glenn Hubbard

**Item12.   Security Ownership and Certain Beneficial Owners andManagement and Related Stockholder Matters**

The following table sets forth information regarding the beneficialownership of our common stock as of March 29, 2007, by:

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

 

44

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·                  each of our executive officers anddirectors; and

·                  all of our executive officers anddirectors as a group.

Unless otherwise indicated, we believe that all persons named in thetable have sole voting and investment power with respect to all shares of commonstock beneficially owned by them.
| **Name and Address  of Beneficial Owner (1)** | ** ** | **Amount and Nature  of Beneficial Ownership** | ** ** | **Approximate Percentage of  Outstanding Common Stock** | ** ** |
|------------------------------------------------------------------------|------------|--------------------------------------------------------------------|------------|-----------------------------------------------------------------------------|------------|
| Eric Semler (2)                                                        |       | 2,642,500                                                          |       | 6.54                                                                        | %          |
| Michael Zimmerman (3)                                                  |       | 2,550,000                                                          |       | 6.31                                                                        | %          |
| Fir Tree, Inc. (4)                                                     |       | 2,355,000                                                          |       | 5.82                                                                        | %          |
| Michael P. Connors  (5)(6)(7)                                          |       | 7,410,937                                                          |       | 18.33                                                                       | %          |
| Frank Martell (8)(9)                                                   |       | 7,410,937                                                          |       | 18.33                                                                       | %          |
| Earl H. Doppelt (9)(10)                                                |       | 7,410,937                                                          |       | 18.33                                                                       | %          |
| Richard G. Gould  (9)(11)                                              |       | 7,410,937                                                          |       | 18.33                                                                       | %          |
| Robert J. Chrenc(6)                                                    |       | 93,750                                                             |       | *                                                                           |       |
| R. Glenn Hubbard(6)                                                    |       | 93,750                                                             |       | *                                                                           |       |
| Robert E. Weissman(6)                                                  |       | 93,750                                                             |       | *                                                                           |       |
| Oenoke Partners, LLC                                                   |       | 7,410,937                                                          |       | 18.33                                                                       | %          |
| All directors and executive officers as a group (7 individuals)        |       | 7,692,187                                                          |       | 19.03                                                                       | %          |

----

*       Less than1%.

1.      Unless otherwise noted, the businessaddress of each of the individuals is c/o Information Services Group, Inc.,Four Stamford Plaza, 107 Elm St., Stamford, CT 06902.

2.      Includes 2,642,500 shares of common stockowned by TCS Capital GP, LLC.  EricSemler may be deemed to have beneficial ownership of these shares as a resultof his being the principal of TCS Capital GP, LLC.  The business address of TCS Capital GP, LLCand Eric Semler is 888 Seventh Avenue, Suite 1504, New York, NY 10019.  The foregoing information was derived from aSchedule 13G, as filed with the Securities and Exchange Commission on February9, 2007.

3.      Includes 2,550,000 shares of common stockbeneficially owned by Prentice Capital Management, LP.  Michael Zimmerman may be deemed to havebeneficial ownership of these shares as a result of being the managing memberof Prentice Management GP, LLC, the general partner of Prentice CapitalManagement, LP.  The business address ofMichael Zimmerman and Prentice Capital Management, LP is 623 Fifth Avenue, 32ndFloor, New York, NY  10022.  The foregoing information was derived from aSchedule 13G, as filed with the Securities and Exchange Commission on February9, 2007.

4.      Includes 1,872,720 shares of common stockowned by Sapling, LLC and 482,280 shares owned by Fir Tree Recovery MasterFund, L.P.  Fir Tree, Inc. may be deemedto have beneficial ownership of these shares as a result of being theinvestment manager of Sapling, LLC and Fir Tree Recovery Master Fund, L.P.  The business address of Fir Tree, Inc. andSapling, LLC is 505 Fifth Avenue, 23rd Floor, New York, NY  10017 and the business address of Fir TreeRecovery Master Fund, L.P. is c/o Admiral Administration Ltd., AdmiralFinancial Center, 5th Floor, 90 Fort Street, Box 32021 SMB, Grand Cayman,Cayman Islands.  The foregoinginformation was derived from a Schedule 13G, as filed with the Securities andExchange Commission on February 9, 2007.

5.      Mr. Connors serves as Chairman of theBoard and Chief Executive Officer.

6.      Each of these individuals is a director.

7.      These shares represent one hundred percentof our shares of common stock held by Oenoke Partners, LLC.  Mr. Connors owns twenty-five percent of theoutstanding membership interests in Oenoke Partners, LLC and has beneficialownership of the remaining seventy-five percent of the outstanding membershipinterests as a result of being the managing member of Oenoke Partners, LLC.

8.      Mr. Martell serves as Executive VicePresident, Chief Financial Officer and Treasurer.

9.      Includes 7,410,937 shares of common stockowned by Oenoke Partners, LLC.  Each ofMr. Martell, Mr. Doppelt and Mr. Gould own twenty-five percent of theoutstanding membership interest in Oenoke Partners, LLC and has beneficialownership of the remaining seventy-five percent of outstanding membershipinterests as a result of having approval rights with respect to a sale of allor substantially all of the assets of Oenoke Partners, LLC.

10.    Mr. Doppelt serves as Executive VicePresident, General Secretary and Corporate Secretary.

11.    Mr. Gould serves as Executive Vice President

45

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Oenoke Partners, LLC, our principal stockholder, agreed to purchasefrom us an aggregate of 6,500,000 warrants at a price of $1.00 per warrant in aprivate placement which was consummated contemporaneously with our initialpublic offering.  The warrants purchasedin the private placement were identical to those attached to the units sold inour offering, except that the private placement warrants are not subject toredemption.  Oenoke Partners, LLC hasagreed that it will not sell or otherwise transfer such warrants until one yearafter we consummate a business combination.

All of the shares of our common stock outstanding prior to theconsummation of our initial public offering date and the warrants purchased inthe private placement will be subject to lock-up agreements restricting theirsale or other transfer until the earliest of:

·                  one year following the date of ourinitial business combination;

·                  our liquidation; and

·                  the consummation of a liquidation,merger, stock exchange or other similar transaction which results in all of ourstockholders having the right to exchange their shares of common stock forcash, securities or other property subsequent to our consummating a businesscombination with a target business.

During the lock-up period, the holders of these shares of common stockand warrants will not be able to sell or transfer their securities includingthe shares underlying the warrants except to their affiliated companies,spouses and children or trusts established for their benefit or to charitableorganizations (all of whom will be subject to the identical lock-up andtransfer restrictions), but will retain all other rights as our otherstockholders, including, without limitation, the right to vote their shares ofcommon stock and the right to receive cash dividends after the initialacquisition, if declared.  If dividendsare declared and payable in shares of common stock after the initialacquisition, such dividends will also be subject to the lock-uprestrictions.  If we are unable to effecta business combination and liquidate, the holders of these shares of commonstock and warrants will not receive any portion of the liquidation proceedswith respect to common stock owned by them (or any shares of common stockunderlying the warrants issued in the private placement) prior toFebruary 6, 2007, the date of consummation of our initial public offering.

Mr. Connors, Mr. Martell, Mr. Doppelt, Mr. Gouldand Oenoke Partners, LLC may be deemed our ‘‘promoters,’’ as defined under theFederal securities laws.

**Item13.   Certain Relationships, Related Transactions and DirectorIndependence**

Our principal stockholder, Oenoke Partners, LLC, which is an affiliateof our officers, has advanced to us, pursuant to two separate loans, a total of$250,000, which was used to pay a portion of the expenses of our initial publicoffering.  The first loan, for $100,000,bears interest at a rate of 5% per annum, compounded semiannually, and is dueon the earlier of August 1, 2007 and the consummation of our initialpublic offering.  The second loan, for$150,000, also bears interest at a rate of 5% per annum, compoundedsemiannually, and is due on the earlier of October 3, 2007 and theconsummation of our initial public offering. These loans were repaid, together with interest which accrued on suchloans at a rate of 5% per annum, on March 15, 2007.

We will reimburse our officers, directors, senior advisors and theirrespective affiliates for any reasonable out-of-pocket business expensesincurred by them in connection with certain activities on our behalf such asidentifying, investigating and implementing possible target businesses andbusiness combinations, although they will not be reimbursed for anyout-of-pocket expenses incurred by them to 

46

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the extent that such expenses exceed the amount notheld in the trust account unless the business combination is consummated.  There is no limit on the amount of suchout-of-pocket expenses that are reimbursable by us, subject to review by ouraudit committee.

Other than reimbursable out-of-pocket expenses payable to our officers,directors and senior advisors, no compensation or fees of any kind, includingfinders and consulting fees, will be paid by us, Oenoke Partners, LLC or any ofour respective affiliates to any of our officers directors or senior advisors,or their affiliated entities or to any of their respective affiliates, forservices rendered to us prior to or with respect to the business combination.

**DirectorIndependence**

Our board of directors has determined that Mr. Weissman,Mr. Chrenc and Dr. Hubbard are “independent directors” as defined inRule 10A-3 of the Securities Exchange Act of 1934, as amended, and asdefined by the rules of the American Stock Exchange.

**Item14.   Principal Accountant Fees and Services**

*Audit Fees*

During the fiscal year ended December 31, 2006, we paid, or expect topay, our principal accountant $75,000 for the services they performedthroughout the year, including the financial statements issued in connectionwith our initial public offering, including the financial statements includedin the Current Reports on Form 8-K filed with the Securities and ExchangeCommission on February 8, 2007,  and theDecember 31, 2006 audit  and AnnualReport on Form 10-K.

*Audit-Related Fees*

During 2006, our principal accountant did not render assurance andrelated services reasonably related to the performance of the audit or reviewof financial statements.

*Tax Fees*

During the fiscal year ended December 31, 2006, we paid or expect topay, our principal accountant $5,000 for tax compliance services.

*All Other Fees*

During 2006, there were no fees billed for products and servicesprovided by the principal accountant other than those set forth above.

47

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**PART IV**

**Item15.   Exhibits and Financial Statement Schedules**

**(a)**                                  TheFollowing documents are filed as a part of this report:

##### (1)          Financial Statements:

Reportof Independent Registered Public Accounting Firm

Balance Sheet

Statement ofOperations

Statement ofStockholders’ Deficit

Statement of CashFlows

Notes to FinancialStatements

##### (2)          Financial StatementSchedule(s):

Allschedules are omitted for the reason that the information is included in thefinancial statements or the notes thereto or that they are not required or arenot applicable.

##### (3)          Exhibits:

Seeattached Exhibit Index of this Annual Report on Form 10-K.

**(b**)                                  Exhibits:

We hereby file aspart of this Annual Report on Form 10-K the Exhibits listed in theattached Exhibit Index.

**(c)**                                  FinancialStatement Schedules

All schedules are omittedfor the reason that the information is included in the financial statements orthe notes thereto or that they are not required or are not applicable.

 

48

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**INFORMATIONSERVICES GROUP, INC.(a corporation in the development stage)**
| Report of Independent  Registered Public Accounting Firm |   |   |
|----------------------------------------------------------|--------|--------|
| Financial Statements:                                    |   |   |
| Balance Sheet                                            |   |   |
| Statement  of Operations                                 |   |   |
| Statement of Stockholders’ Deficit                  |   |   |
| Statement  of Cash Flows                                 |   |   |
| Notes  to Financial Statements                           |   |   |

 

F-1

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**Report ofIndependent Registered Public Accounting Firm**

To the Board ofDirectors and Stockholders ofInformation Services Group, Inc.

We have auditedthe accompanying balance sheet of Information Services Group, Inc. (a corporation in the development stage) (the “Company”)as of December 31, 2006  andthe related statements of operations, stockholders’ deficit and cash flows forthe period July 20, 2006 (date of inception) to December 31, 2006.  These financial statements are theresponsibility of the Company’s management. Our responsibility is to express an opinion on these financialstatements based on our audit.

We conducted ouraudit in accordance with the standards of the Public Company AccountingOversight Board (United States). Those standards require that we plan andperform the audit to obtain reasonable assurance about whether the financialstatements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, anaudit of its internal control over financial reporting.  Our audit included consideration of internalcontrol over financial reporting as a basis for designing audit procedures thatare appropriate in the circumstances, but not for the purpose of expressing anopinion on the effectiveness of the Company’s internal control over financialreporting.  Accordingly, we express nosuch opinion.  An audit also includesexamining, on a test basis, evidence supporting the amounts and disclosures inthe financial statements, assessing the accounting principles used andsignificant estimates made by management, as well as evaluating the overallfinancial statement presentation.  Webelieve that our audit provides a reasonable basis for our opinion.

In our opinion,the financial statements referred to above present fairly, in all materialrespects, the financial position of Information Services Group, Inc. (acorporation in the development stage) as of December 31, 2006 and the resultsof its operations and its cash flows for the period July 20, 2006 (date ofinception) to December 31, 2006, in conformity with accounting principlesgenerally accepted in the United States of America.

/s/ Rothstein,Kass & Company, P.C.

Roseland, NewJerseyMarch 28, 2007

F-2

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**InformationServices Group, Inc.(a corporation in the development stage)**

**Balance Sheet**
| ** **                                                                                              | ** ** | **December 31, 2006** | ** ** |
|---------------------------------------------------------------------------------------------------------|------------|---------------------------------|------------|
| **ASSETS**                                                                                              | ** ** | ** **                      | ** ** |
|                                                                                                    | ** ** | ** **                      | ** ** |
| **Current assets**                                                                                      |       |                            |       |
| Cash                                                                                                    |       | $                               | 88,911     |   |
| Prepaid expense  and other current assets                                                               |       | 10,384                          |       |
|                                                                                                    |       |                            |       |
| Total current  assets                                                                                   |       | 99,295                          |       |
| ** **                                                                                              | ** ** | ** **                      | ** ** |
| **Office  equipment,**net of accumulated depreciation of $1,664                                         |       | 46,641                          |       |
| ** **                                                                                              | ** ** | ** **                      | ** ** |
| **Other  assets,**deferred offering costs                                                               |       | 670,807                         |       |
| ** **                                                                                              | ** ** | $                               | 816,743    | ** ** |
| **LIABILITIES AND STOCKHOLDERS'  DEFICIT**                                                              | ** ** | ** **                      | ** ** |
| ** **                                                                                              | ** ** | ** **                      | ** ** |
| **Current liabilities**                                                                                 | ** ** | ** **                      | ** ** |
| Accounts payable  and accrued expenses                                                                  |       | $                               | 612,219    |   |
| Note payable,  stockholder, including accrued interest of $3,952                                        |       | 253,952                         |       |
|                                                                                                    |       |                            |       |
| Total current  liabilities                                                                              |       | 866,171                         |       |
| ** **                                                                                              | ** ** | ** **                      | ** ** |
| **Commitments**                                                                                         | ** ** | ** **                      | ** ** |
| ** **                                                                                              | ** ** | ** **                      | ** ** |
| **Stockholders' deficit**                                                                               | ** ** | ** **                      | ** ** |
| Preferred stock,  $.001 par value; 10,000,000 shares authorized; none issued                            |       | **—**                      |       |
| Common stock,  $.001 par value, authorized 100,000,000 shares; 8,085,937 shares issued and  outstanding |       | 8,086                           |       |
| Additional paid-in  capital                                                                             |       | (2,695                          | )          |
| Deficit accumulated  during the development stage                                                       |       | (54,819                         | )          |
|                                                                                                    |       |                            |       |
| Total  stockholders' deficit                                                                            |       | (49,428                         | )          |
|                                                                                                    |       | $                               | 816,743    |   |

* *

*See accompanying notes to financial statements.*

F-3

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**InformationServices Group, Inc.(a corporation in the development stage)**

**Statement ofOperations**

**For the periodJuly 20, 2006 (date of inception) to December 31, 2006**
| **Interest  income**                                                                             |       | $          | 294        |   |
|--------------------------------------------------------------------------------------------------|------------|------------|------------|--------|
| ** **                                                                                       | ** ** | ** ** | ** ** |
| **Formation  and operating costs**                                                               |       | 51,161     |       |
| **Interest  expense**                                                                            |       | 3,952      |       |
| ** **                                                                                       | ** ** |       | ** ** |
| **Net  loss**                                                                                    |       | $          | (54,819)   |   |
| ** **                                                                                       | ** ** |       | ** ** |
| **Approximate  weighted average number of common  shares outstanding, basic and diluted  ** | ** ** | 7,095,560  | ** ** |
| ** **                                                                                       | ** ** |       | ** ** |
| **Net  loss per common share**                                                                   |       | $          | 0.01       |   |

 

*See accompanyingnotes to financial statements.*

F-4

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**InformationServices Group, Inc.(a corporation in the development stage)**

**Statement ofStockholders' Deficit**

**For the periodJuly 20, 2006 (date of inception) to December 31, 2006**
| ** **                         | ** ** | ** **        | ** ** | ** **       | ** ** | ** **          | ** ** | **Defict**                 | ** ** | ** **  | ** ** |
|------------------------------------|------------|-------------------|------------|------------------|------------|---------------------|------------|----------------------------|------------|-------------|------------|
| ** **                         | ** ** | ** **        | ** ** | ** **       | ** ** | **Additional**      | ** ** | **Accumulated**            | ** ** | **Total**   | ** ** |
| ** **                         | ** ** | **Common  Stock** | ** ** | **Paid in** | ** ** | **During the** | ** ** | **Stockholders'**          | ** ** |
| ** **                         | ** ** | **Shares**        | ** ** | **Amount**       | ** ** | **Capital**         | ** ** | **Development Stage** | ** ** | **Deficit** | ** ** |
| ** **                         | ** ** | ** **        | ** ** | ** **       | ** ** | ** **          | ** ** | ** **                 | ** ** | ** **  | ** ** |
| **Common  shares issued**          |       | 8,085,937         |       | $                | 8,086      |                | $          | 1,992                      |       |        |       | $ | 10,078 |   |
| ** **                         | ** ** | ** **        | ** ** | ** **       | ** ** | ** **          | ** ** | ** **                 | ** ** | ** **  | ** ** |
| **Warrant  redemption**            |       |              |       |             |       | (4,687              | )          |                       |       | (4,687      | )          |
| ** **                         | ** ** | ** **        | ** ** | ** **       | ** ** | ** **          | ** ** | ** **                 | ** ** | ** **  | ** ** |
| **Net  loss**                      |       |              |       |             |       |                |       | (54,819                    | )          | (54,819     | )          |
| ** **                         | ** ** | ** **        | ** ** | ** **       | ** ** | ** **          | ** ** | ** **                 | ** ** | ** **  | ** ** |
| **Balances**, at December 31, 2006 |       | 8,085,937         |       | $                | 8,086      |                | $          | (2,695                     | )          | $           | (54,819    | ) | $ | (49,428 | ) |
|                                    |            |                   |            |                  |            |                     |            |                            |            |             |            |  |  |  |  |  |  |

 

*See accompanyingnotes to financial statements.*

F-5

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** **

**InformationServices Group, Inc.(a corporation in the development stage)**

**Statement of CashFlows**
| **For the period July 20, 2006 (date of inception) to December 31, 2006** | ** ** | ** ** | ** ** |
|---------------------------------------------------------------------------------------------------------------------------------------|------------|------------|------------|
|                                                                                                                                  |       |       |       |
| **Cash flows from operating  activities**                                                                                             | ** ** | ** ** | ** ** |
| Net loss                                                                                                                              |       | $          | (54,819    | ) |
| Adjustments to  reconcile net loss to net cash used in operating activities:                                                          |       |       |       |
| Depreciation  expense                                                                                                                 |       | 1,664      |       |
| Increase  (decrease) in cash attributable to changes in assets and liabilities                                                        |       |       |       |
| Prepaid expense  and other current assets                                                                                             |       | (10,384    | )          |
| Accounts payable  and accrued expenses                                                                                                |       | 16,671     |       |
|                                                                                                                                  |       |       |       |
| **Net cash used in operating  activities**                                                                                            |       | (46,868    | )          |
| ** **                                                                                                                            | ** ** | ** ** | ** ** |
| **Net cash used in investing  activities, purchase of equipment**                                                                     |       | (48,305    | )          |
| ** **                                                                                                                            | ** ** | ** ** | ** ** |
| **Cash flows from financing  activities**                                                                                             | ** ** | ** ** | ** ** |
| Proceeds from  notes payable, stockholder                                                                                             |       | 250,000    |       |
| Payment of  offering cost                                                                                                             |       | (71,307    | )          |
| Proceeds from  issuance of common stock                                                                                               |       | 10,078     |       |
| Redemption of  warrants                                                                                                               |       | (4,687     | )          |
|                                                                                                                                  |       |       |       |
| **Net cash provided by financing  activities**                                                                                        |       | 184,084    |       |
|                                                                                                                                  |       |       |       |
| **Net increase in cash**                                                                                                              |       | 88,911     |       |
|                                                                                                                                  |       |       |       |
| **Cash,**beginning  of period                                                                                                         |       | —     |       |
|                                                                                                                                  |       |       |       |
| **Cash,**end  of period                                                                                                               |       | $          | 88,911     |   |
|                                                                                                                                  |       |       |       |
| **Supplemental schedule of  non-cash financing activities:**                                                                          | ** ** | ** ** | ** ** |
|                                                                                                                                  |       |       |       |
| Accrual of offering  costs                                                                                                            |       | $          | 599,500    |   |

 

*See accompanying notes tofinancial statements.*

F-6

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* *

**INFORMATION SERVICES GROUP, INC.(a corporation in the development stage)**

**Notes to FinancialStatements**

**NOTE A—DESCRIPTIONOF ORGANIZATION AND BUSINESS OPERATIONS**

Information Services Group, Inc. (a corporationin the development stage) (the “Company”) was incorporated in Delaware onJuly 20, 2006. The Company was formed to acquire, through a merger,capital stock exchange, asset or stock acquisition or other similar businesscombination one or more domestic or international operating businesses. TheCompany’s efforts in identifying a prospective target will not be limited to aparticular industry, although the Company intends to focus its efforts on theinformation services industry, including business, media, marketing andconsumer information opportunities. The Company has neither engaged in anyoperations nor generated significant revenue to date. The Company is consideredto be in the development stage as defined in Statement of Financial AccountingStandards (SFAS) No. 7, Accounting and Reporting By Development StageEnterprises, and is subject to the risks associated with activities ofdevelopment stage companies. The Company has selected December 31st as itsfiscal year end.

The Company’s management has broad discretion withrespect to the specific application of the net proceeds of this proposedoffering of Units (as defined in Note C) (the “Proposed Offering”),although substantially all of the net proceeds of the Proposed Offering areintended to be generally applied toward consummating a business combinationwith (or acquisition of) an operating business in the information servicesindustry (“Business Combination”). Furthermore, there is no assurance that theCompany will be able to successfully effect a Business Combination. Upon theclosing of the Proposed Offering, approximately 98.1% of the gross proceeds ofsuch proposed offering, after payment of certain amounts to the underwriters,offering costs and funding of working capital, will be held in a trust account(“Trust Account”).   The Trust Accountwill be invested in government securities having a maturity of 180 days or lessor money market funds meeting the conditions specified in Rule 2a-7 under theInvestment Company Act of 1940 until the earlier of (i) the consummationof its first Business Combination or (ii) the distribution of the TrustAccount as described below. The remaining proceeds may be used to pay forbusiness, legal and accounting due diligence on prospective acquisitions andcontinuing general and administrative expenses.

The Company will seek stockholder approval before itwill effect any Business Combination, even if the Business Combination wouldnot ordinarily require stockholder approval under applicable state law. Inconnection with the stockholder vote required to approve any BusinessCombination, the Company’s existing stockholders prior to the Proposed Offeringhave agreed to vote the shares of common stock owned by them immediately beforethe Offering in accordance with the majority of the shares of common stockvoted by the Public Stockholders. “Public Stockholders” is defined as theholders of common stock sold as part of the Units in the Offering or in theaftermarket.  The Company will proceedwith a Business Combination only if a majority of the shares of common stockvoted by the Public Stockholders are voted in favor of the Business Combinationand Public Stockholders owning less than 20% of the shares sold in the ProposedOffering exercise their conversion rights.

In the event that the Company does not consummate aBusiness Combination within 18 months from the date of the consummation ofthe Proposed Offering, or 24 months from the consummation of the ProposedOffering if certain extension criteria have been satisfied, the proceeds heldin the Trust Account will be distributed to the Company’s public stockholders,excluding the existing stockholders to the extent of their initial stockholdings.

F-7

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**NOTEB—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES**

**Development stage company:**

        TheCompany complies with the reporting requirements of SFAS No. 7, “Accountingand Reporting by Development Stage Enterprises.”

**Common stock:**

On January 29, 2007, the Company effected aone-for-two stock dividend for each issued and outstanding share of the Company’scommon stock, par value $0.001 per share. All transactions and disclosures in the financial statements related tothe Company’s common stock have been adjusted to reflect the effect of thestock dividend.

**Net loss per common share:**

The Company complies with accounting and disclosurerequirements of SFAS No. 128, “Earnings Per Share”. Net loss per commonshare is computed by dividing net loss by the weighted average number of commonshares outstanding for the period.

**Property and equipment:**

Property and equipment, comprised of computer andcommunications equipment, are stated at cost less accumulated depreciation. TheCompany provides for depreciation using the straight line method over theassets estimated useful lives, generally 5 years.

**Concentration of credit risk:**

Financial instruments that potentially subject theCompany to concentrations of credit risk consist of cash accounts in afinancial institution, which at times, exceeds the Federal depository insurancecoverage of $100,000. The Company has not experienced losses on these accountsand management believes the Company is not exposed to significant risks on suchaccounts.

**Fair value of financial instruments:**

The fair value of the Company’s assets andliabilities, which qualify as financial instruments under SFAS No. 107, “DisclosureAbout Fair Value of Financial Instruments,” approximates the carrying amountsrepresented in the balance sheet.

**Use of estimates:**

        Thepreparation of financial statements in conformity with accounting principlesgenerally accepted in the United States of America requires management to makeestimates and assumptions that affect the reported amounts of assets andliabilities and disclosure of contingent assets and liabilities at the date ofthe financial statements and the reported amounts of revenues and expensesduring the reporting period. Actual results could differ from those estimates.

F-8

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**Deferred offering costs:**

        TheCompany complies with the requirements of the SEC Staff Accounting Bulletin(SAB) Topic 5A—”Expenses of Offering”. Deferred offering costs consistprincipally of legal and underwriting fees incurred through the balance sheetdate that are related to the Proposed Offering and that will be charged tocapital upon the completion of the Proposed Offering or charged to expense ifthe Proposed Offering is not completed.

**Income tax:**

        TheCompany complies with SFAS 109, “Accounting for Income Taxes,” whichrequires an asset and liability approach to financial accounting and reportingfor income taxes. Deferred income tax assets and liabilities are computed fordifferences between the financial statement and tax bases of assets andliabilities that will result in future taxable or deductible amounts, based onenacted tax laws and rates applicable to the periods in which the differencesare expected to affect taxable income. Valuation allowances are established,when necessary, to reduce deferred tax assets to the amount expected to berealized.

**NOTE C—PROPOSEDOFFERING**

        TheProposed Offering calls for the Company to offer for public sale up to28,125,000 units (“Units”). Each Unit consists of one share of the Company’scommon stock, $0.001 par value, and one redeemable common stock purchasewarrant (“Warrants”). The expected public offering price will be $8.00 perunit. Each Warrant will entitle the holder to purchase from the Company oneshare of common stock at an exercise price of $6.00 commencing on the later of(i) one year from the date of the final prospectus for the ProposedOffering or (ii) the completion of a Business Combination with a targetbusiness, and will expire four years from the date of the prospectus. TheWarrants will be redeemable at a price of $0.01 per Warrant upon 30 daysprior notice after the Warrants become exercisable, only in the event that thelast sale price of the common stock is at least $11.50 per share for any 20trading days within a 30 trading day period ending on the third business dayprior to the date on which notice of redemption is given. If the Company isunable to deliver registered shares of common stock to the holder upon exerciseof warrants during the exercise period, there will be no cash settlement of thewarrants and the warrants will expire worthless.

As discussed in Note H, on February 6, 2007, theCompany sold 28,125,000 units at a price of $8.00 per Unit in theOffering.  Also on that date, upon theunderwriters decision to exercise their over-allotment, an additional 4,218,750units were sold at $8.00 per Unit.

**NOTE D—RELATEDPARTY TRANSACTIONS**

The Company issued two unsecured promissory notes to aprincipal stockholder and affiliate of the Company’s officer, Oenoke Partners,LLC, in August and October 2006.  Thenotes, which aggregate $250,000, not including accrued interest of $3,952 atDecember 31, 2006, bear interest at 5% per annum and are payable on the earlierof 1 year from its origination or the consummation of the Proposed Offering.  The principal stockholder of the Company hasextended the first due date of the notes until such time as there is sufficientoperating cash flow generated by proceeds of the Proposed Offering. See Note H.

        OenokePartners, LLC has agreed to purchase, in a private placement, 6,500,000warrants at $1 per warrant immediately prior to the Proposed Offering from theCompany and not as part of the Proposed Offering. The aggregate proceeds ofthis private placement of $6.5 million will be held in trust.  Oenoke Partners, LLC also agreed that it willnot sell or otherwise transfer the warrants until one year after the Companyconsummates a Business Combination and will additionally waive its rights toconversion of these shares in connection with the vote on the initial BusinessCombination.  See Note H.

F-9

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       InAugust and December 2006, the Company issued 7,031,250 Units and 1,054,687shares of common stock, respectively, to Oenoke Partners, LLC, for aggregateproceeds of approximately $10,078.  InSeptember 2006, the warrants underlying the Units were redeemed in full at aredemption price of $4,687.

**NOTE E—COMMITMENTS**

        TheCompany is committed to pay an underwriting discount of approximately 3.78% ofthe public unit offering price to the underwriters at the closing of theProposed Offering, with an additional fee of approximately 3.22% of the grossoffering proceeds payable upon the Company’s consummation of a BusinessCombination. The underwriters will not be entitled to any interest accrued onthe deferred discount. See Note H.

        TheCompany has also agreed to sell to the underwriters, for $100, as additionalcompensation, a four-year option to purchase up to a total of 1,406,250 unitsat a per-unit price of $9.60. The units issuable upon exercise of this optionare also identical to those offered in the Proposed Offering except thatwarrants included in the option have an exercise price of $7.50. See Note H.

        Thesale of the option to purchase, which will be issued upon effectiveness ofregistration statement, will be accounted for as an equity transaction.Accordingly, there will be no net impact on the Company’s financial position orresults of operations, except for the recording of the $100 proceeds from thesale.

        TheCompany has determined, based upon a Black-Scholes model, that the fair valueof the option on the date of sale would be approximately $3.58 per unit, orapproximately $5.0 million in total, using an expected life of four years,volatility of 58.8% and a risk-free interest rate of 4.87%.

        Thevolatility calculation of 58.8% is based on the most recent trading day averagevolatility of a representative sample of nine (9) companies with marketcapitalizations of approximately $65 million to $645 million thatmanagement believes to be engaged in the business of information services (the “SampleCompanies”). Because the Company does not have a trading history, the Companyneeded to estimate the potential volatility of its common stock price, whichwill depend on a number of factors which cannot be ascertained at this time.The Company referred to the average volatility of the Sample Companies becausemanagement believes that the average volatility of such companies is areasonable benchmark to use in estimating the expected volatility of theCompany’s common stock post-business combination. Although an expected life offour years was taken into account for purposes of assigning a fair value to theoption, if the Company does not consummate a business combination within the prescribedtime period and liquidates, the option would become worthless.

        TheCompany has granted the underwriter a 30-day option to purchase up to 4,218,750additional units to cover the over-allotment. The over-allotment option will beused only to cover a net short position resulting from the initialdistribution. See Note H.

**NOTE F—PREFERREDSTOCK**

        TheCompany is authorized to issue 10,000,000 shares of preferred stock with suchdesignations, voting and other rights and preferences as may be determined fromtime to time by the Board of Directors.

F-10

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**NOTE G—LEASES**

        InSeptember 2006, the Company entered into a lease agreement for office spacethat extends through September 2007, requiring monthly payments of $10,203. Thelease may be extended through September 2008, for monthly payments of$13,203, under two (2) six-month extensions, upon proper notice as defined inthe agreement. Aggregate amounts due under this lease agreement throughSeptember 2007 are approximately $122,000.

**NOTE H—SUBSEQUENTEVENTS**

On February 6, 2007, the Company sold 28,125,000 units(“Units”) at a price of $8.00 per Unit in the Offering. See Note C.

On February 6, 2007, Oenoke Partners, LLC purchased,in a private placement, 6,500,000 warrants at $1 per warrant.  See Note D.

On February 5, 2007, the underwriters for the Company’sinitial public offering exercised their over-allotment option and on February6, 2007 purchased an additional 4,218,750 units at a price of $8.00 per Unit.See Note E.

The Company paid an underwriting discount ofapproximately 3.78% ($9,850,000) of the public unit offering price to theunderwriters at the closing of the Offering and Over-Allotment Option Exercise.See Note E.

The Company has sold to the underwriters, for $100, afour-year option to purchase up to a total of 1,406,250 units at a per-unitprice of $9.60.  See Note E.

On February 12, 2007, the holders of the Company’sUnits may elect to separately trade the common stock and warrants included insuch Units.

On March 15, 2007, thetwo unsecured promissory notes to a principal stockholder and affiliate of theCompany’s officers, Oenoke Partners, LLC, were repaid. See Note E.

 

F-11

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| Exhibit  Number | ** ** | **Description** |
|-----------------|------------|-----------------|
|            | 3.1        |            |   | Amended and Restated  Certificate of Incorporation (incorporated by reference to Exhibit 3.1 of  Registrant’s Form S-1, File No. 333-136536) |
|            | 3.2        |            |   | Amended and Restated  By-Laws (incorporated by reference to Exhibit 3.2 of Registrant’s Form S-1,  File No. 333-136536) |
|            | 4.1        |            |   | Specimen Unit  Certificate (incorporated by reference to Exhibit 4.1 of Registrant’s Form  S-1, File No. 333-136536) |
|            | 4.2        |            |   | Specimen Common Stock  Certificate (incorporated by reference to Exhibit 4.2 of Registrant’s Form  S-1, File No. 333-136536) |
|            | 4.3        |            |   | Specimen Warrant  Certificate (incorporated by reference to Exhibit 4.3 of Registrant’s Form  S-1, File No. 333-136536) |
|            | 4.4        |            |   | Warrant Agreement  between Continental Stock Transfer & Trust Company and the Registrant  dated as of February 6, 2007 (incorporated by reference to Exhibit 4.4  of Registrant’s Form S-1, File No. 333-136536). |
|            | 4.5        |            |   | Unit Purchase Option  granted to the Morgan Joseph & Co. Inc. dated as of February 6, 2007 (incorporated  by reference to Exhibit 4.5 of Registrant’s Form S-1,  File No. 333-136536). |
|            | 4.6        |            |   | Unit Purchase Option  granted to the Deutsche Bank Securities dated as of February 6, 2007  (incorporated by reference to Exhibit 4.6 of Registrant’s Form S-1,  File No. 333-136536). |
|            | 4.7        |            |   | Unit Purchase Option  granted to the Lazard Capital Markets dated as of February 6, 2007  (incorporated by reference to Exhibit 4.7 of Registrant’s Form S-1,  File No. 333-136536). |
|            | 10.1       |            |   | Promissory Note issued  by Registrant to Oenoke Partners, LLC dated August 2, 2006 (incorporated by  reference to Exhibit 10.1 of Registrant’s Form S-1, File No. 333-136536) |
|            | 10.2       |            |   | Office Lease Agreement  (incorporated by reference to Exhibit 10.2 of Registrant’s Form S-1, File No.  333-136536) |
|            | 10.3       |            |   | Management Unit  Purchase Agreement by and between the Registrant and Oenoke Partners, LLC,  dated August 2, 2006 (incorporated by reference to Exhibit 10.3 of  Registrant’s Form S-1, File No. 333-136536) |
|            | 10.4       |            |   | Amendment to Management  Unit Purchase Agreement by and between the Registrant and Oenoke Partners,  LLC, dated September 29, 2006 (incorporated by reference to Exhibit 3.1 of  Registrant’s Form S-1, File No. 333-136536) |
|            | 10.5       |            |   | Redemption Agreement by  and between the Registrant and Oenoke Partners, LLC, dated September 29, 2006  (incorporated by reference to Exhibit 3.1 of Registrant’s Form S-1, File No.  333-136536) |
|            | 10.6       |            |   | Second Amended and  Restated Private Placement Purchase Agreement dated January 29, 2007 between  the Registrant and Oenoke Partners, LLC (incorporated by reference to Exhibit  3.1 of Registrant’s Form S-1, File No. 333-136536) |
|            | 10.7       |            |   | Investment Management  Trust Agreement between Continental Stock Transfer & Trust Company and  Registrant dated as of February 6, 2007 |
|            | 10.8       |            |   | Stock Escrow Agreement  by and among Continental Stock Transfer & Trust Company, the Registrant,  and Initial Stockholders dated as of February 6, 2007 |
|            | 10.9       |            |   | Registration Rights  Agreement between the Registrant and the existing Stockholders dated as of  February 6, 2007 |
|            | 10.10      |            |   | Promissory Note, issued  by the Registrant to Oenoke Partners, LLC, dated October 3, 2006  (incorporated by reference to Exhibit 10.10 of Registrant’s Form S-1, File  No. 333-136536) |
|            | 10.11      |            |   | Stock Transfer  Agreement between Oenoke Partners, the Registrant and Robert E. Weissman,  dated December 21, 2006 (incorporated by reference to Exhibit 10.11 of  Registrant’s Form S-1, File No. 333-136536) |

 

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|        | 10.12 |   |   | Stock Transfer  Agreement between Oenoke Partners, the Registrant and Robert J. Chrenc, dated  December 21, 2006 (incorporated by reference to Exhibit 10.12 of  Registrant’s Form S-1, File No. 333-136536)       |
|--------|-------|--------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   | 10.13 |   |   | Stock Transfer  Agreement between Oenoke Partners, the Registrant and R. Glenn Hubbard, dated  December 21, 2006 (incorporated by reference to Exhibit 10.13 of  Registrant’s Form S-1, File No. 333-136536)       |
|   | 10.14 |   |   | Stock Transfer  Agreement between Oenoke Partners, the Registrant and Francis B. Barker,  dated December 21, 2006 (incorporated by reference to Exhibit 10.14 of  Registrant’s Form S-1, File No. 333-136536) |
|   | 10.15 |   |   | Stock Transfer  Agreement between Oenoke Partners, the Registrant and Barry Holt, dated  December 21, 2006 (incorporated by reference to Exhibit 10.15 of  Registrant’s Form S-1, File No. 333-136536)             |
|   | 10.16 |   |   | Stock Transfer  Agreement between Oenoke Partners, the Registrant and William Fitzgerald,  dated December 21, 2006 (incorporated by reference to Exhibit 10.16 of  Registrant’s Form S-1, File No. 333-136536)     |
|   | 10.17 |   |   | Senior Advisor  Agreement by and among the Registrant and Barry Holt, dated December 21,  2006 (incorporated by reference to Exhibit 10.17 of Registrant’s Form S-1,  File No. 333-136536)                         |
|   | 10.18 |   |   | Senior Advisor  Agreement by and among the Registrant and Francis B. Barker, dated  December 21, 2006 (incorporated by reference to Exhibit 10.18 of  Registrant’s Form S-1, File No. 333-136536)             |
|   | 10.19 |   |   | Amended and Restated  Officer’s Letter Agreement by Michael P. Connors, dated January 29,  2007 (incorporated by reference to Exhibit 10.19 of Registrant’s Form S-1,  File No. 333-136536)              |
|   | 10.20 |   |   | Amended and Restated  Officer’s Letter Agreement by Frank Martell, dated January 29, 2007  (incorporated by reference to Exhibit 10.20 of Registrant’s Form S-1, File  No. 333-136536)                        |
|   | 10.21 |   |   | Amended and Restated  Officer’s Letter Agreement by Earl H. Doppelt, dated January 29,  2007 (incorporated by reference to Exhibit 10.21 of Registrant’s Form S-1,  File No. 333-136536)                 |
|   | 10.22 |   |   | Amended and Restated  Officer’s Letter Agreement by Richard G. Gould, dated January 29,  2007 (incorporated by reference to Exhibit 10.22 of Registrant’s Form S-1,  File No. 333-136536)                |
|   | 10.23 |   |   | Stockholder’s Letter  Agreement by Robert E. Weissman, dated December 21, 2006  (incorporated by reference to Exhibit 10.23 of Registrant’s Form S-1, File  No. 333-136536)                              |
|   | 10.24 |   |   | Stockholder’s Letter  Agreement by Robert J. Chrenc, dated December 21, 2006  (incorporated by reference to Exhibit 10.24 of Registrant’s Form S-1, File  No. 333-136536)                                |
|   | 10.25 |   |   | Stockholder’s Letter  Agreement by R. Glenn Hubbard, dated December 21, 2006 (incorporated by  reference to Exhibit 10.25 of Registrant’s Form S-1, File No. 333-136536)                                      |
|   | 10.26 |   |   | Stockholder’s Letter  Agreement by Francis B. Barker, dated December 21, 2006  (incorporated by reference to Exhibit 10.26 of Registrant’s Form S-1, File  No. 333-136536)                               |

 

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|        | 10.27 |   |   | Stockholder’s Letter  Agreement by Barry Holt, dated December 21, 2006 (incorporated by  reference to Exhibit 10.27 of Registrant’s Form S-1, File No. 333-136536)                                |
|--------|-------|--------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   | 10.28 |   |   | Amended and Restated  Stockholder’s Letter Agreement by William Fitzgerald, dated January 29,  2007 (incorporated by reference to Exhibit 10.28 of Registrant’s Form S-1,  File No. 333-136536)   |
|   | 10.29 |   |   | Amended and Restated  Stockholder’s Letter Agreement by Oenoke Partners, LLC, dated  January 29, 2007 (incorporated by reference to Exhibit 10.29 of  Registrant’s Form S-1, File No. 333-136536) |
|   | 10.30 |   |   | Management Stock  Purchase Agreement, dated December 21, 2006 (incorporated by reference  to Exhibit 10.30 of Registrant’s Form S-1, File No. 333-136536)                                              |
|   | 14.0  |   |   | Code of Ethics  (incorporated by reference to Exhibit 14.0 of Registrant’s Form S-1, File No.  333-136536)                                                                                                  |
|   | 23.1  |   |   | Consent of Rothstein  Kass & Company, P.C.                                                                                                                                                                   |
|   | 31.1  |   |   | Certification of Chief  Executive Officer Pursuant to SEC Rule13a-14(a)/15d-14(a)                                                                                                                                |
|   | 31.2  |   |   | Certification of Chief  Financial Officer Pursuant to SEC Rule 13a-14(a)/15d-14(a)                                                                                                                               |
|   | 32.1  |   |   | Certification of Chief  Executive Officer Pursuant to 18 U.S.C. §1350                                                                                                                                       |
|   | 32.2  |   |   | Certification of Chief  Financial Officer Pursuant to 18 U.S.C. §1350                                                                                                                                       |
|   | 99.1  |   |   | Audit Committee Charter  (incorporated by reference to Exhibit 99.1 of Registrant’s Form S-1, File No.  333-136536)                                                                                         |
|   | 99.2  |   |   | Nominating Committee  Charter (incorporated by reference to Exhibit 99.2 of Registrant’s Form S-1,  File No. 333-136536)                                                                                    |
|   | 99.3  |   |   | Compensation Committee  Charter (incorporated by reference to Exhibit 99.3 of Registrant’s Form S-1,  File No. 333-136536)                                                                                  |

 

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**SIGNATURES**

Pursuant to the requirements of the Section 13 or 15(d) of theSecurities Exchange Act of 1934, the Registrant has duly caused this report tobe signed on its behalf by the undersigned, thereunto duly authorized, inStamford, State of Connecticut on March 30, 2007.
|        |   | INFORMATION SERVICES GROUP, INC. |
|--------|--------|----------------------------------|
|   |   |                             |
|   |   |                             |
|   |   | By:                              | /s/ MICHAEL P. CONNORS |
|   |   |                             | Michael P. Connors |
|   |   |                             | Chairman and Chief Executive Office |

 

Pursuant to therequirements of the Securities Exchange Act of 1934, this report has beensigned below by the following persons on behalf and in the capacities and onthe dates indicated.
|                        | **Name** | ** **                            | ** ** | ** **            | **Position** | ** ** | ** ** | ** ** | **Date** | ** ** |
|------------------------|----------|---------------------------------------|------------|-----------------------|--------------|------------|------------|------------|----------|------------|
|                   |     |                                  |       |                  |
| /s/ MICHAEL P. CONNORS |     | Chairman  and Chief Executive Officer |       | March   30, 2007 |
| Michael P. Connors     |     | (Principal  Executive Officer)        |       |                  |
|                   |     |                                  |       |                  |
| /s/ FRANK MARTELL      |     | Executive  Vice President, Chief      |       | March   30 2007  |
| Frank Martell          |     | Financial  Officer and Treasurer      |       |                  |
|                   |     | (Principal  Financial Officer and     |       |                  |
|                   |     | Principal  Accounting Officer)        |       |                  |
|                   |     |                                  |       |                  |
| /s/ ROBERT J. CHRENC   |     |                                  |       |                  |
| Robert J. Chrenc       |     | Director                              |       | March   30, 2007 |
|                   |     |                                  |       |                  |
| /s/ R. GLENN HUBBARD   |     |                                  |       |                  |
| R. Glenn Hubbard       |     | Director                              |       | March   30, 2007 |
|                   |     |                                  |       |                  |
| /s/ ROBERT E. WEISSMAN |     |                                  |       |                  |
| Robert E. Weissman     |     | Director                              |       | March   30, 2007 |
|                   |     |                                  |       |                  |

 

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