**UNITED
      STATES SECURITIES AND EXCHANGE COMMISSION**


**WASHINGTON,
      D. C. 20549**




**FORM
      10-Q**




**x** Quarterly
      report under Section 13 or 15(d) of the Securities Exchange Act of
      1934


For
      the
      quarterly period ended **March
      31** ***,*** **2008** or





o Transition
      report
      under Section 13 or 15(d) of the Securities Exchange Act of 1934


For
      the
      transition period from ______ to ______





**000-52919**


( *Commission
      file No.)*





**CAMDEN
      LEARNING CORPORATION**


*(Exact
      name of registrant as specified in its charter)*





**DELAWARE**
            **83-0479936***(State
                or other jurisdiction of incorporation or
                organization)*
            *(I.R.S.
                employer identification no.)*





**500
      East Pratt Street**


**Suite
      1200**


**Baltimore,
      MD 21202**


*(Address
      of principal executive offices)*





**(410)
      878-6800**


*(Issuer's
      telephone number, including area code)*





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





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





Large
      Accelerated filer oAccelerated
      filer oNon-Accelerated
      filer oSmaller reporting
      company x





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




As
      of May
      14, 2008 there were 8,188,800 shares of the Company’s common stock
      outstanding.








**TABLE
      OF CONTENTS**


**PART
                  I – FINANCIAL INFORMATION****Item 1.**
              **Financial
                  Statements**
              2Balance
                  Sheets as of March 31, 2008 (Unaudited) and December 31,
                  2007
              F-1Statements
                  of Operations (Unaudited) for the three months ended March 31,
                  2008 and
                  for the period from April 10, 2007 (inception) to March 31,
                  2008
              F-2Statements
                  of Stockholder’s Equity (Unaudited) for the period from April 10, 2007
                  (inception) through March 31, 2008
              F-3Statements
                  of Cash Flows (Unaudited) for the three months ended March 31,
                  2008 and
                  for the period from April 10, 2007 (inception) to March 31,
                  2008
              F-4Notes
                  to Consolidated Financial Statements (unaudited)
              F-5**Item 2.**
              **Management’s
                  Discussion and Analysis of Financial Condition and Results of
                  Operations**
              2**Item 3.**
              **Quantitative
                  and Qualitative Disclosures About Market Risk**
              6**Item 4.**
              **Controls
                  and Procedures**
              6**PART
                  II – OTHER INFORMATION****Item 1.**
              **Legal
                  Proceedings**
              7**Item 2.**
              **Unregistered
                  Sales of Equity Securities**
              7**Item 3.**
              **Defaults
                  upon Senior Securities**
              7**Item 4.**
              **Submission
                  of Matters to a Vote of Security Holders**
              7**Item 5.**
              **Other
                  Information**
              7**Item
                  6.**
              **Exhibits**
              7**SIGNATURES**
              8




1





**Item
      1. Financial Statements**




Reference
      is made to our financial statements and accompanying notes beginning on Page
      F-1
      of this report.




**Item
      2. Management’s Discussion and Analysis of Financial Condition or Plan of
      Operation**




**FORWARD-LOOKING
      STATEMENTS**




The
      following discussion should be read in conjunction with our financial statements
      and the notes hereto included elsewhere in this Form 10-Q.




This
      Form
      10-Q contains forward-looking statements regarding the plans and objectives
      of
      management for future operations. This information may involve known and unknown
      risks, uncertainties and other factors which may cause our actual results,
      performance or achievements to be materially different from future results,
      performance or achievements expressed or implied by any forward-looking
      statements. Forward-looking statements, which involve assumptions and describe
      our future plans, strategies and expectations, are generally identifiable by
      use
      of words “may,” “will,” “should,” “expect,” “anticipate,” “estimate,” “believe,”
“intend,” or “project” or the negative of these words or other variations on
      these words or comparable terminology. These forward-looking statements are
      based on assumptions that may be incorrect, and we cannot assure you that these
      projections included in these forward-looking statements will come to pass.
      Our
      actual results could differ materially from those expressed or implied by the
      forward-looking statements as a result of various factors.




We
      have
      based the forward-looking statements included in this quarterly report on Form
      10-Q on information available to us on the date of this quarterly report on
      Form
      10-Q, and we assume no obligation to update any such forward-looking statements.
      Although we undertake no obligation to revise or update any forward-looking
      statements, whether as a result of new information, future events or otherwise,
      you are advised to consult any additional disclosures that we may make directly
      to you or through reports that we in the future may file with the SEC, including
      annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports
      on Form 8-K.





**MANAGEMENT’S
      DISCUSSION AND ANALYSIS OF**


**FINANCIAL
      CONDITION AND RESULTS OF OPERATIONS**




The
      following Management’s Discussion and Analysis of Financial Condition and
      Results of Operations should be read in conjunction with our financial
      statements and the related notes thereto which are included in this quarterly
      report on Form 10-Q and the Company’s audited financial statements and notes
      thereto included in our Form 10-K for our fiscal year ended December 31,
      2007.




We
      were
      formed on April 10, 2007 for the purpose of acquiring, through a merger, capital
      stock exchange, asset acquisition or other similar business combination, an
      operating business in the education industry. Our initial business combination
      must be with a target business whose fair market value is at least equal to
      80%
      of our net assets at the time of such acquisition. We intend to use cash derived
      from the proceeds of our initial public offering and concurrent private
      placement, our capital stock, debt or a combination of cash, capital stock
      and
      debt, to effect such business combination.




2




Since
      our
      initial public offering, we have been actively searching for a suitable business
      combination candidate. We currently have not entered into any definitive
      agreement with any potential target businesses. We have met with service
      professionals and other intermediaries to discuss our company, the background
      of
      our management and our combination preferences. In the course of these
      discussions, we have also spent time explaining the capital structure of the
      initial public offering, the combination approval process and the timeline
      within which we must consummate a business combination, or return the proceeds
      of the initial public offering held in the trust account to investors.
      Consistent with the disclosures in our prospectus, we have focused our search
      on
      companies in the education industry, which include but are not limited to early
      child care (pre-school programs and/or day care facilities for pre-school aged
      children), K-12 (kindergarten through twelfth grade), post-secondary (a formal
      instructional program for students who have completed the requirements for
      a
      high school diploma or its equivalent, including programs whose purpose is
      academic, vocational and continuing professional education), and corporate
      training. We cannot assure investors we will find a suitable business
      combination within the allotted time.




We
      are
      currently in the process of evaluating and identifying targets for an initial
      transaction. We are not presently engaged in, and will not engage in, any
      substantive commercial business until we consummate our initial business
      combination. We intend to utilize cash derived from the proceeds of our initial
      public offering, the private placement, our capital stock, debt or a combination
      of cash, capital stock and debt, in effecting our initial business combination.
      The issuance of additional shares of our capital stock:




•  may
      significantly reduce the equity interest of our current
      stockholders;




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




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




•  may
      adversely affect prevailing market prices for our securities.




Similarly,
      if we issued debt securities, it could result in:




•  default
      and foreclosure on our assets, if our operating revenues after an initial
      transaction were insufficient to pay our debt obligations;




•  acceleration
      of our obligations to repay the indebtedness, even if we have made all principal
      and interest payments when due, if the debt security contained covenants that
      required the maintenance of certain financial ratios or reserves and any such
      covenant were breached without a waiver or renegotiation of that
      covenant;




•  our
      immediate payment of all principal and accrued interest, if any, if the debt
      security was payable on demand; and




•  our
      inability to obtain additional financing, if necessary, if the debt security
      contained covenants restricting our ability to obtain additional financing
      while
      such security was outstanding.




We
      anticipate we would only consummate such a financing simultaneously with the
      consummation of a business combination, although nothing would preclude us
      from
      raising more capital in anticipation of a possible business
      combination.




3




**CHANGES
      IN FINANCIAL CONDITION**




**Liquidity
      and Capital Resources**




In
      April
      2007, the Company issued 1,562,500 shares of common stock to the Initial
      Stockholders for an aggregate amount of $25,000.




On
      April
      26, 2007, the Company issued a $200,000 unsecured promissory note to Camden
      Learning, LLC, an affiliate. The note was interest bearing at an annual rate of
      4.9% and both principal and interest were payable on the earlier of April 26,
      2008 or the consummation of the Offering of the Company. The note was fully
      repaid on December 5, 2007 and no further amounts are due.





On
      May
      16, 2007, we entered into an agreement with certain of our initial stockholders
      for the sale of 2,800,000 warrants in a private placement. Each warrant entitles
      the holder to purchase from us one share of our common stock on a cashless
      basis
      to Camden Learning, LLC. On November 24, 2007, the warrants were sold at a
      price
      of $1.00 per warrant, generating net proceeds of $2,800,000.





On
      December 5, 2007, we consummated our initial public offering of 6,250,000 units.
      Each unit consists of one share of common stock and one warrant. On December
      19,
      2007, we consummated the closing of 376,300 additional units subject to the
      underwriters’ over allotment option. Each warrant entitles the holder to
      purchase from us one share of our common stock at an exercise price of $5.50.





The
      net
      proceeds we received from the private placement and the sale of our units and
      warrants were $53,181,449 (not including deferred underwriting discounts and
      commissions of $1,590,312). Of this amount, $52,389,984 was placed in a trust
      account at JP Morgan Chase Bank, N.A. maintained by Continental Stock Transfer
      & Trust Company, as trustee. The remaining funds are being held outside of
      the trust. The funds held outside of trust (together with $600,000 of interest
      we may earn on funds in the trust account which we are entitled to withdraw
      in
      order to cover our operating expenses and the costs associated with our plan
      of
      dissolution and liquidation if we do not consummate a business combination)
      will
      be used to cover our operating expenses and to cover the expenses incurred
      in
      connection with seeking and consummating a business combination.





We
      will
      use substantially all of the net proceeds of the initial public offering to
      acquire a target business, including identifying and evaluating prospective
      acquisition candidates, selecting the target business, and structuring,
      negotiating and consummating the business combination. To the extent our capital
      stock is used in whole or in part as consideration to effect a business
      combination, the proceeds held in the trust fund as well as any other net
      proceeds not expended will be used to finance the operations of the target
      business. We believe we will have sufficient available funds outside of the
      trust fund to operate through November 29, 2009, assuming a business combination
      is not consummated during that time. We do not believe we will need to raise
      additional funds in order to meet the expenditures required for operating our
      business. However, we may need to raise additional funds through a private
      or
      public offering of debt or equity securities if such funds are required to
      consummate a business combination that is presented to us. We would only
      consummate such a financing simultaneously with the consummation of a business
      combination.




4




The
      $1,590,312 of the funds attributable to the deferred underwriting discount
      and
      commissions in connection with the offering and private placement will be
      released to the underwriters less $0.24 per share for any public stockholders
      exercising their redemption rights, upon completion of a business combination
      as
      such term is defined in our prospectus filed on Form 424B4 on November 30,
      2007
      with the Securities and Exchange Commission.




We
      may
      need to raise additional funds in order to meet the expenditures required to
      consummate a business combination before November 29, 2009. Although we believe
      the net proceeds of the offering and the private placement will be sufficient
      to
      allow us to consummate a business combination, in as much as we have not yet
      identified any prospective target business, we cannot ascertain the capital
      requirements for any particular transaction. If the net proceeds of the offering
      and the private placement prove to be insufficient, either because of the size
      of the business combination or the depletion of the available net proceeds
      in
      search of a target business, or because we become obligated to redeem for cash
      a
      significant number of shares from dissenting stockholders, we will be required
      to seek additional financing. We cannot assure you such financing would be
      available on acceptable terms, if at all.




Commencing
      on November 29, 2007, we began incurring a fee of $7,500 per month for certain
      administrative services from Camden Partners Holdings, LLC. In addition, in
      2007, Camden Learning, LLC advanced to us an aggregate of $200,000 for payment
      of offering expenses on our behalf. These advances were repaid on December
      5,
      2007 from the proceeds of the initial public offering that were allocated to
      pay
      offering expenses.




We
      may
      use all or substantially all of the proceeds held in trust, other than the
      deferred portion of the underwriter’s fee, to acquire one or more target
      businesses. We may not use all of the proceeds held in the trust account in
      connection with a business combination, either because the consideration for
      the
      business combination is less than the proceeds in trust or because we finance
      a
      portion of the consideration with capital stock or debt securities that we
      can
      issue. In that event, the proceeds held in the trust account as well as any
      other net proceeds not expended, will be used to finance the operations of
      the
      target business or businesses. The operating business that we acquire in such
      business combination must have a fair market value equal to at least 80% of
      the
      balance in the trust account (excluding deferred underwriter’s fee of
      $1,590,312) at the time of such acquisition. If we consummate multiple business
      combinations that collectively have a fair market value of 80% of our net
      assets, then we would require that such transactions are consummated
      simultaneously.




If
      we are
      unable to find a suitable target business by November 29, 2009, we will be
      forced to liquidate. If we are forced to liquidate, the per share liquidation
      amount may be less than the initial per unit offering price because of the
      underwriting commissions and expenses related to our initial public offering
      and
      because of the value of the warrants in the per unit offering price.
      Additionally, if third parties make claims against us, the initial public
      offering proceeds held in the trust account could be subject to those claims,
      resulting in a further reduction to the per share liquidation price. Under
      Delaware law, our stockholders who have received distributions from us may
      be
      held liable for claims by third parties to the extent such claims have not
      been
      paid by us. Furthermore, our warrants will expire worthless if we liquidate
      before the completion of a business combination.




**RESULTS
      OF OPERATIONS**




Through
      March 31, 2008, our efforts have been primarily organizational activities,
      activities relating to our initial public offering an active search for a target
      company to do a business combination. We have neither engaged in any operations
      nor generated any revenues to date. We currently have no operating business
      and
      have not entered into a definitive agreement with any potential target
      businesses. Beginning December 5, 2007 (the date of the consummation of our
      initial public offering) until our consummation of a business combination,
      we
      expect interest earned on the offering proceeds held in our trust account to
      be
      our primary source of income.




5




We
      received net proceeds from the offering of $47,491,465, before deducting
      deferred underwriting compensation of $1,500,000. On December 19, 2007, the
      underwriters for the offering exercised a portion of their over-allotment
      option, generating additional proceeds of $2,889,984, before deducting deferred
      underwriting compensation of $90,312.




In
      addition, we may need to raise additional funds through a private offering
      of
      debt or equity securities if such funds are required to consummate an initial
      transaction that is presented to us. Subject to compliance with applicable
      securities laws, we would only consummate such a fund-raising simultaneously
      with the consummation of an initial transaction.




We
      currently pay Camden Partners Holdings, LLC an aggregate fee of $7,500 per
      month
      which includes the cost of other general and administrative services provided
      to
      us by Camden Partners Holdings, LLC.





**Contractual
      Obligations**





We
      do not
      have any long term debt, capital lease obligations, operating lease obligations,
      purchase obligations or other long term liabilities. We entered into a Service
      Agreement with Camden
      Partners Holdings, LLC **** requiring
      us to pay $7,500 per month. The agreement terminates on the earlier of the
      completion of a business combination or upon our dissolution.




The
      Company has entered into an engagement agreement with Morgan Joseph & Co.
      Inc. whereby Morgan Joseph & Co. Inc. will provide financial advisory and
      investment banking services to the Company.




Other
      than contractual obligations incurred in the ordinary course of business, we
      do
      not have any other long-term contractual obligations.




**Item
      3.** **Quantitative
      and Qualitative Disclosures About Market Risk.**




Not
      Applicable for Smaller Reporting Companies.




**Item
      4(T). Controls and Procedures.**





**Disclosure
      Controls and Procedures**





As
      of the
      end of the period covered by this report on Form 10-Q, our chief executive
      officer and chief financial officer conducted an evaluation of our disclosure
      controls and procedures (as defined in Rules 13a-15(e) of the Securities
      Exchange Act). Based upon this evaluation, our chief executive officer and
      chief
      financial officer concluded that our disclosure controls and procedures are
      effective in timely alerting them of any material information relating to us
      that is required to be disclosed by us in the reports we file or submit under
      the Securities Exchange Act.





**Internal
      Control over Financial Reporting**





This
      interim report does not include a report of our management’s assessment
      regarding internal control over financial reporting or an attestation report
      of
      our registered public accounting firm due to a transition period established
      by
      rules of the SEC for newly public companies.





During
      the period covered by this report, there have been no significant changes in
      our
      internal control over financial reporting (as defined in Rule 13-15(f) of the
      Securities Exchange Act) that have materially affected, or are reasonably likely
      to materially affect, our internal control over financial
      reporting.




6




**PART
      II – OTHER INFORMATION**




**Item
      1.**  **Legal
      Proceedings.**




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




**Item
      2. Unregsitered Sales of Equity Securities and Use of
      Proceeds.**




**Recent
      Sales of Unregistered Securities**





None.





**Item
      3.**  **Defaults
      upon Senior Securities.**





None.





**Item
      4.**  **Submission
      of Matters to a Vote of the Security Holders.**





None.





**Item
      5.**  **Other
      Information.**





None.




**Item
      6. Exhibits and Financial Statement Schedules.**





**Exhibit No.**
            
            **Description**31.1
            
            Certifications
                Pursuant to Section 302 of the Sarbanes-Oxley Act of
                200231.2
            
            Certifications
                Pursuant to Section 302 of the Sarbanes-Oxley Act of
                200232.1
            
            Certifications
                Pursuant to Section 906 of the Sarbanes-Oxley Act of
                200232.2
            
            Certifications
                Pursuant to Section 906 of the Sarbanes-Oxley Act of
                2002









7


**SIGNATURES**




Pursuant
      to the requirements of Section 13 or 15(d) of the Securities Act of 1934, the
      Registrant has duly caused this report to be signed on its behalf by the
      undersigned, thereunto duly authorized on this 14th day of May,
      2008.




**CAMDEN
                LEARNING CORPORATION.**By:
            /s/
                David L. WarnockName:
                David L. Warnock
              Title:
                Chief Executive Officer
              (Principal
                Executive Officer)





By:
            /s/
                Donald W. HughesName:
                Donald W. Hughes
              Title:
                Chief Financial Officer
              (Principal
                Financial Officer)




8




**Camden
        Learning Corporation**
 **(a
        corporation in the development stage)**
 
 **Balance
        Sheets**
 **March 31,**
                  **2008**
                
                **December 31, 2007*****(Unaudited)****Assets**Current
                    assets:Cash
                    and cash equivalents
                
                $
                432,232
                
                $
                858,347Prepaid
                    expenses
                
                
                153,168
                
                
                —Total
                    current assets
                
                
                585,400
                
                
                858,347Restricted
                    funds held in trust
                
                
                53,014,093
                
                
                52,543,772Deferred
                    tax asset
                
                
                79,913
                
                
                19,141Prepaid
                    expenses – less current portion
                
                
                24,278
                
                
                —Total
                    assets
                
                $
                53,703,684
                
                $
                53,421,260**Liabilities
                    and Stockholders’ Equity**Current
                    liabilities:Accounts
                    payable and accrued expenses
                
                $
                57,029
                
                $
                104,656Income
                    tax payable
                
                
                182,736
                
                
                47,009Total
                    current liabilities
                
                
                239,765
                
                
                151,665Deferred
                    underwriting compensation
                
                
                1,590,312
                
                
                1,590,312Total
                    liabilities
                
                
                1,830,077
                
                
                1,741,977CommitmentsCommon
                    stock, subject to possible redemption 1,987,889 shares
                
                
                15,744,081
                
                
                15,744,081Stockholders’
                    equityPreferred
                      Stock, $.0001 par value, 1,000,000 sharesauthorized;
                      none issued or outstanding
                
                
                —
                
                
                —Common
                        Stock, $.0001 par value, 20,000,000 shares authorized; 8,188,800
                        shares issued and outstanding (less 1,987,889 shares subject to
                        possible redemption)
                
                
                620
                
                
                620Additional
                    paid-in capital
                
                
                35,889,005
                
                
                35,890,392Retained
                    earnings accumulated during the development stage
                
                
                239,901
                
                
                44,190Total
                    stockholders’ equity
                
                
                36,129,526
                
                
                35,935,202Total
                    liabilities and stockholders’ equity
                
                $
                53,703,684
                
                $
                53,421,260
 
 *
        The
        December 31, 2007 balance sheet was derived from the Company’s audited balance
        sheet of the same date.
 
 The
        accompanying notes are an integral part of the financial
        statements.
  F-1
 
 **Camden
        Learning Corporation**
 **(a
        corporation in the development stage)**
 
 **Statements
        of Operations**
 **For
        the three months ended March 31, 2008 and for the period
        from**
 **April
        10, 2007 (inception) through March 31, 2008**
 **(Unaudited)**
  **Three monthsended March 31,2008**
              
              **April 10, 2007(inception)through March31, 2008**Operating
                  expenses:Operating
                  and formation expenses
              
              $
              152,833
              
              $
              212,380Loss
                  from operations
              
              
              (152,833
              )
              
              (212,380
              )Other
                  income:Interest
                  income, net of expense of $0 and$23,556
              
              
              473,499
              
              
              605,104Income
                  before provision for taxes
              
              
              320,666
              
              
              392,724Provision
                  for income taxes
              
              
              (124,955
              )
              
              (152,823
              )Net
                  income
              
              $
              195,711
              
              $
              239,901Net
                  income per shareBasic
              
              $
              0.03Diluted
              
              $
              0.02Weighted
                  average shares outstandingBasic
              
              
              6,626,300Diluted
              
              
              8,218,809
 
 The
        accompanying notes are an integral part of the financial
        statements.
  F-2
  **Camden
        Learning Corporation**
 **(a
        corporation in the development stage)**
 
 **Statements
        of Stockholders’ Equity**
 **For
        the period from April 10, 2007 (inception) to March 31,
        2008**
  Common Stock
              
              
              
              AdditionalPaid-In
              
              RetainedEarningsAccumulatedDuring theDevelopment
              
              TotalStockholders’Shares
              
              Amount
              
              Capital
              
              Stage
              
              EquityInitial capital from founding stockholders
              
              
              1,562,500
              
              $
              156
              
              $
              24,844
              
              $
              —
              
              $
              25,000Sale
                  of private placement warrants
              
              
              —
              
              
              —
              
              
              2,800,000
              
              
              —
              
              
              2,800,000Sale
                  of 6,626,300 units, net of underwriters’ discount and offering expenses of
                  $507,248 (including 1,987,889 shares subject to possible
                  redemption)
              
              
              6,626,300
              
              
              663
              
              
              48,791,861
              
              
              —
              
              
              48,792,524Net
                  proceeds subject to possible redemption of 1,987,889
                  shares
              
              
              
              
              
              (199
              )
              
              (15,743,882
              )
              
              
              
              
              (15,744,081
              )Discount
                  on note payable to affiliate
              
              
              —
              
              
              —
              
              
              17,569
              
              
              —
              
              
              17,569Net
                  income
              
              
              —
              
              
              —
              
              
              —
              
              
              44,190
              
              
              44,190Balance
                  at December 31, 2007
              
              
              8,188,800
              
              $
              620
              
              $
              35,890,392
              
              $
              44,190
              
              $
              35,935,202Additional
                  offering expenses
              
              
              
              
              
              
              
              
              (1,387
              )
              
              
              
              
              (1,387
              )Net
                  income
              
              
              —
              
              
              —
              
              
              —
              
              
              195,711
              
              
              195,711**Balance
                  at March 31, 2008 (unaudited)**
              
              
              **8,188,800**
              
              **$**
              **620**
              
              **$**
              **35,889,005**
              
              **$**
              **239,901**
              
              **$**
              **36,129,526**
 
 The
        accompanying notes are an integral part of the financial
        statements.




F-3




**Camden
      Learning Corporation**


**(a
      corporation in the development stage)**





**Statements
      of Cash Flows**


**For
      the three months ended March 31, 2008 and for the period
      from**


**April
      10, 2007 (inception) through March 31, 2008**


**(unaudited)**


**Three
                monthsended March31, 2008**
            
            **April
                10, 2007(inception)throughMarch
                31,2008****Cash
                flows from operating activities:**Net
                income
            
            $
            195,711
            
            $
            239,901Adjustments
                to reconcile net income to net cash provided by operating
                activitiesAccretion
                of interest on note payable
            
            
            —
            
            
            17,569Deferred
                income taxes
            
            
            (60,772
            )
            
            (79,913
            )Changes
                in assets and liabilitiesIncrease
                in prepaid expenses
            
            
            (177,446
            )
            
            (177,446
            )Increase
                in accounts payable and accrued expenses
            
            
            8,551
            
            
            57,029Increase
                in income tax payable
            
            
            135,727
            
            
            182,736Net
                cash provided by operating activities
            
            
            101,771
            
            
            239,876**Cash
                flows from investing activities:**Restricted
                funds held in trust account
            
            
            (470,321
            )
            
            (53,014,093
            )**Cash
                flows from financing activities:**Proceeds
                from sale of stock to initial stockholders
            
            
            —
            
            
            25,000Proceeds
                from note payable to affiliate
            
            
            —
            
            
            200,000Repayment
                of note payable to affiliate
            
            
            —
            
            
            (200,000
            )Proceeds
                from public offering, net
            
            
            (57,565
            )
            
            50,381,449Proceeds
                from issuance of warrants
            
            
            —
            
            
            2,800,000Net
                cash (used in)/provided by financing activities
            
            
            (57,565
            )
            
            53,206,449Net
                (decrease)/increase in cash
            
            
            (426,115
            )
            
            432,232Cash
                and cash equivalents at beginning of period
            
            
            858,347
            
            
            —Cash
                and cash equivalents at end of period
            
            $
            432,232
            
            $
            432,232Supplemental
                Disclosures:Cash
                paid for interest
            
            
            —
            
            $
            5,987Cash
                paid for income taxes
            
            $
            50,000
            
            $
            50,000Non-cash
                financing activities:Deferred
                underwriting compensation
            
            
            —
            
            $
            1,590,312




The
      accompanying notes are an integral part of the financial
      statements.





F-4


**Camden
      Learning Corporation**


**(a
      corporation in the development stage)**





**Notes
      to Financial Statements**


**March
      31, 2008**


**(unaudited)**





**Note
      1 – Organization and Nature of Business Operations**





Camden
      Learning Corporation (the “Company”) is a blank check company incorporated in
      the state of Delaware on April 10, 2007 for the purpose of effecting a merger,
      capital stock exchange, stock purchase, asset acquisition or other similar
      business combination with one or more operating businesses in the education
      industry. In April 2007, the Company issued 1,562,500 shares of common stock
      to
      the Initial Stockholders for an aggregate amount of $25,000. The Company is
      20.4% owned by Camden Learning, LLC, whose members are Camden Partners Strategic
      Fund III, LP and Camden Partners Strategic Fund III-A, LP (see Note
      4).





At
      March
      31, 2008, the Company had not commenced any operations. All activity through
      March 31, 2008 relates to the Company’s formation, initial public offering (the
“Offering”) and efforts to identify prospective target businesses described
      below and in Note 3. The Company has selected December 31 as its fiscal year
      end.





The
      financial statements give retroactive effect to a common stock split in the
      form
      of a stock dividend of 0.3888888 shares of common stock for each outstanding
      share of common stock declared and paid as of November 20, 2007.





The
      registration statement for the Offering was declared effective November 29,
      2007. The Company consummated the Offering on December 5, 2007 and received
      proceeds of $45,991,465, net of underwriting discounts and commissions of
      $3,500,000 (including $1,500,000 of deferred underwriting discounts and
      commissions placed in the trust account pending completion of a business
      combination). In addition, on December 19, 2007 the underwriters for the
      Offering exercised a portion of their over-allotment option, generating proceeds
      of $2,799,672, net of underwriting discounts and commissions of $210,728
      (including $90,312 of deferred underwriting discounts and commissions placed
      in
      the trust account pending completion of a business combination). The Company’s
      management has broad discretion with respect to the specific application of
      the
      net proceeds of the Offering, although substantially all of the net proceeds
      of
      the Offering are intended to be applied toward effecting a merger, capital
      stock
      exchange, stock purchase, asset acquisition or other similar business
      combination with one or more operating businesses in the education industry.
      As
      used herein, a “Business Combination” shall mean the merger, capital stock
      exchange, asset acquisition or other similar business combination with one
      or
      more operating businesses in the education industry having, collectively, a
      fair
      market value of at least 80.0% of the amount in the Company’s trust account,
      less the deferred underwriting discount and commissions and taxes payable at
      the
      time of such transaction.





The
      trust
      account is maintained by Continental Stock Transfer & Trust Company, as
      Trustee, and is invested in the Morgan Stanley Government Institutional Fund.
      The portfolio invests in short-term debt securities issued by the U.S.
      government and its federal agencies, including: U.S. Treasury obligations;
      Federal agency securities; and repurchase agreements collateralized by the
      obligations of the U.S. government and its agencies and
      instrumentalities.





F-5





Upon
      the
      closing of the Offering, the Over-Allotment Option Exercise by the underwriters
      and the private placement of warrants (see Note 4), $52,389,984 was placed
      in a
      trust account invested until the earlier of (i) the consummation of the
      Company’s initial Business Combination or (ii) the dissolution of the Company.
      The proceeds in the trust account include the deferred underwriting discount
      of
      $1,590,312 that will be released to the underwriters if the initial Business
      Combination is completed (subject to a $0.24 per share reduction for public
      stockholders who exercise their redemption rights). Interest (after taxes)
      earned on assets held in the trust account will remain in the trust. However,
      up
      to $600,000 of the interest earned on the trust account, and amounts required
      for payment of taxes on interest earned, may be released to the Company to
      cover
      a portion of the Company’s operating expenses and expenses incurred in
      connection with the Company’s dissolution and liquidation, if a Business
      Combination is not consummated.





The
      Company will seek stockholders’ approval before it will effect the initial
      Business Combination. In connection with the stockholder vote required to
      approve the initial Business Combination, the Company’s holders of common stock
      prior to the Offering including all of the Company’s officers and directors,
      have agreed to vote the shares of common stock owned by them prior to the
      Offering in accordance with the majority of the shares of common stock voted
      by
      the Public Stockholders. “Public Stockholders” is defined as the holders of
      common stock sold as part of the units in the Offering or in the aftermarket.
      The Company will proceed with the initial Business Combination only if a
      majority of the shares of common stock voted by the Public Stockholders are
      voted in favor of such Business Combination and Public Stockholders owning
      less
      than 30% of the shares sold in the Offering exercise their right to convert
      their shares into a pro rata share of the aggregate amount then on deposit
      in
      the trust account. If a majority of the shares of common stock voted by the
      Public Stockholders are not voted in favor of a proposed initial Business
      Combination but 24 months has not yet passed since the date of the prospectus,
      the Company may combine with another Target Business meeting the fair market
      value criterion described above.





Public
      Stockholders voting against a Business Combination will be entitled to redeem
      their stock for a pro rata share of the total amount on deposit in the trust
      account including the $0.24 per share deferred underwriter’s compensation, and
      including any interest earned net of income taxes on their portion of the trust
      account, net of up to $600,000 of the interest earned on the trust account
      which
      may be released to the Company to cover a portion of the Company’s operating
      expenses. Public Stockholders who convert their stock into their share of the
      trust account will continue to have the right to exercise any Warrants they
      may
      hold.





If
      holders of more than 20% of the shares sold in the Offering vote against a
      proposed Business Combination and seek to exercise their redemption rights
      and
      the Business Combination is consummated, the Company’s initial stockholders have
      agreed to forfeit, on a pro rata basis, a number of the initial 1,562,500 shares
      of the Company’s common stock purchased, up to a maximum of 112,997 shares, so
      that the initial stockholders will collectively own no more than 23.81% (without
      regard to any purchase of units in the Offering, any open market purchases
      or
      private purchases of units directly from the Company) of the Company’s
      outstanding common stock immediately prior to the consummation of the Business
      Combination.





The
      Company’s amended and restated certificate of incorporation filed with the State
      of Delaware includes a requirement that the initial Business Combination be
      presented to Public Stockholders for approval; a prohibition against completing
      a Business Combination if 30% or more of the Company’s Public Stockholders
      exercise their redemption rights in lieu of approving a
      Business Combination; a provision giving Public Stockholders who vote against
      a
      Business Combination
      the right to redeem their shares for a pro rata portion of the trust account
      in
      lieu of participating in a proposed Business Combination; and a requirement
      that
      if the Company does not consummate a Business Combination within 24 months
      from
      the date of the prospectus for the Offering, the Company will dissolve and
      liquidate, including liquidation of the trust account for the benefit of the
      Public Stockholders. The amended and restated certificate of incorporation
      includes a limitation on the Company’s corporate existence of November 29,
      2009.





F-6




The
      Company will dissolve and promptly distribute only to its Public Stockholders
      the amount in the trust account, less any income taxes payable on interest
      income, plus any remaining net assets if the Company does not effect a Business
      Combination within 24 months after consummation of the Offering.





In
      the
      event of dissolution, it is likely that the per share value of the residual
      assets remaining available for distribution (including trust account assets)
      will be less than the initial public offering price per share in the Offering
      (assuming no value is attributed to the Warrants contained in the units in
      the
      Offering discussed in Note 3).





The
      Company’s initial stockholders placed the shares they owned before the Offering
      into an escrow account, and with limited exceptions, these shares will not
      be
      transferable and will not be released from escrow until one year after
      consummation of a Business Combination. If the Company is forced to dissolve
      or
      liquidate, these shares will be cancelled. Additionally, the insider warrants
      (see Note 4) have been placed into the escrow account, and subject to limited
      exceptions, will not be transferable and will not be released from escrow until
      the 90 th day
      following the completion of a Business Combination. The compensatory portion
      of
      the escrowed shares, generally shares held by or attributable to officers and
      directors, will be recognized as a charge to income in the period in which
      a
      Business Combination is consummated, based upon the price of the units in the
      Company’s Initial Public Offering. The escrowed warrants were issued at or above
      fair value, and will not generate a charge to income upon their release from
      escrow.





**Note
      2 – Summary of Significant Accounting Policies**





***Income
      per Common Share – Three Months Ended March 31, 2008***




Basic
      and
      diluted net income per share is computed by dividing net income by the weighted
      average number of common shares outstanding for the period, exclusive of
      1,562,500 shares which have been placed into an escrow account, the release
      of
      which is contingent upon the completion of a Business Combination. Diluted
      net
      income per common share includes the dilutive effect of shares issuable pursuant
      to the Company’s outstanding warrants which are exercisable on the later of (i)
      the completion of a Business Combination or (ii) one year after consummation
      of
      the Company’s Initial Public Offering, but excludes the effect of 2,800,000
      warrants issued in the private placement which are in escrow.


Weighted
                  average shares outstanding for computation of basic per share results
              
              
              6,626,300Incremental
                  shares from assumed exercise of warrants
              
              
              1,592,509Weighted
                  average shares for computation of diluted per share results
              
              
              8,218,809




F-7




***Use
      of Estimates***





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





***Cash
      and cash equivalents***





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





***Income
      Taxes***





Deferred
      income taxes are provided for the differences between the bases of assets and
      liabilities for financial reporting and income tax purposes. A valuation
      allowance is established when necessary to reduce deferred tax assets to the
      amount expected to be realized.





***Recently
      issued accounting pronouncements***





In
      July
      2006, the Financial Accounting Standards Board (“FASB”) issued Interpretation
      No. 48, “Accounting
      for Uncertainty in Income Taxes” (“FIN 48”), which addresses the accounting
      for uncertainty
      in income taxes recognized in the financial statements in accordance with FASB
      Statement No. 109, “Accounting for Income Taxes.” FIN 48 provides guidance on
      the financial statement recognition and measurement of a tax position taken
      on
      the Company’s tax return. FIN 48 also provides guidance on classification,
      interest and penalties, accounting in interim periods, disclosure and
      transition. FIN 48 is effective for interim periods of fiscal years beginning
      after December 15, 2006. Adoption of Fin 48 did not have a material impact
      on
      the Company’s financial position or results of operations. The Company intends
      to classify any future expense for income tax related interest and penalties
      as
      component of tax expense.





In
      September 2006, the FASB issued Statement of Financial Accounting Standards
      No.
      157, “Fair Value Measurements” (“SFAS No. 157”). SFAS No. 157 clarifies the
      principle that fair value should be based on the assumptions market participants
      would use when pricing an asset or liability and establishes a fair value
      hierarchy that prioritizes the information used to develop those assumptions.
      Under the standard, fair value measurements would be separately disclosed by
      level within the fair value hierarchy. SFAS No. 157 is effective for financial
      statements issued for fiscal years beginning after November 15, 2007, and
      interim periods within those fiscal years, with early adoption permitted.
      Adoption by the Company of SFAS No. 157 as of January 1, 2008 did not have
      a
      material effect on the accompanying financial statements.





In
      February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for
      Financial Assets and Financial Liabilities” including an amendment of FASB
      Statement 115. This statement provides companies with an option to report
      selected financial assets and liabilities at fair value. This statement is
      effective for fiscal years beginning after November 15, 2007 with early adoption
      permitted. Adoption by the Company of SFAS No. 159 did not have a material
      effect on the accompanying financial statements.





F-8


**Note
      3 – Initial Public Offering**





On
      December 5, 2007, the Company sold to the public 6,250,000 units (“Units”) at a
      price of $8.00 per unit. Each Unit consists of one share of the Company’s common
      stock, $.0001 par value, and one warrant. Each warrant will entitle the holder
      to purchase from the Company one share of common stock at an exercise price
      of
      $5.50 commencing the later of the completion of a Business Combination with
      a
      Target Business or one year from the date of the prospectus for the Offering
      and
      expiring four years from the date of the prospectus, unless earlier redeemed.
      The warrants will be redeemable at the Company’s option, at a price of $0.01 per
      warrant upon 30 days’ written notice after the warrants become exercisable, only
      in the event that the last price of the common stock is at least $11.50 per
      share for any 20 trading days within a 30 trading day period ending on the
      third
      business day prior to the date on which notice of redemption is
      given.





In
      accordance with the Warrant Agreement related to the warrants (the “Warrant
      Agreement”), the Company is only required to use its best efforts to effect the
      registration of the shares of common stock underlying the Warrants. The Company
      will not be obligated to deliver securities, and there are no contractual
      penalties for failure to deliver securities, if a registration statement is
      not
      effective at the time of exercise.





Additionally,
      in the event that a registration statement is not effective at the time of
      exercise, the holder of a warrant shall not be entitled to exercise such warrant
      and in no event (whether in the case of a registration statement not being
      effective or otherwise) will the Company be required to net cash settle the
      warrant exercise. Consequently, the warrants may expire
      unexercised.





On
      December 19, 2007 the Company sold an additional 376,300 Units pursuant to
      the
      Over-Allotment Option Exercise.





The
      Company sold to the underwriters, for $100, an option to purchase up to a total
      of 625,000 units exercisable on a cashless basis at $9.60 per unit commencing
      one year from the date of the prospectus and expiring five years from the date
      of the prospectus. The units issuable upon exercise of this option are identical
      to those that were sold in the Offering, except that the warrants in these
      units
      have an exercise price of $6.71. The sale of the option was accounted for as
      a
      cost attributable to the Offering. Accordingly, there was no net impact on
      the
      Company’s financial position or results of operations, except for the recording
      of the $100 proceeds from the sale. The Company has estimated, based upon a
      Black-Scholes model, that the fair value of the option on the date of sale
      would
      be approximately $2,430,000, using an expected life of five years, volatility
      of
      59.4%, and a risk-free interest rate of 3.08%. However, because the units do
      not
      have a trading history, the volatility assumption is based on information
      currently available to the Company. The Company believes the volatility estimate
      calculated is a reasonable benchmark to use in estimating the expected
      volatility of the units. The volatility calculation is based on the most recent
      trading day average volatility of publicly traded companies providing
      educational services with market capitalizations less than $500 million.
      Although an expected life of five years was used in the calculation, if the
      Company does not consummate a Business Combination within the prescribed time
      period and automatically dissolves and subsequently liquidates the trust
      account, the option will become worthless.





F-9


**Note
      4 – Note Payable to Affiliate and Related Party
      Transactions**





The
      Company issued a $200,000 unsecured promissory note to Camden Learning, LLC,
      its
      principal stockholder, on April 26, 2007. The note was interest bearing at
      an
      annual rate of 4.9% and both principal and interest were payable on the earlier
      of April 26, 2008 or the consummation of the Offering of the Company. The note
      was fully repaid on December 5, 2007 and no further amounts are due. On April
      26, 2007 the note was recorded as a liability in the amount of $182,431, net
      of
      a discount in the amount of $17,569, which has been credited to additional
      paid-in capital, based on an imputed interest rate of 15% per annum. The $17,569
      discount was accreted by charges to interest expense over the term of the note
      using the interest method. The amount of interest expense recorded through
      December 5, 2007 totaled $23,556, including amounts accrued at 4.9% per annum.
      In its computations of the discount on the note, the Company considered that
      the
      loan was unsecured, the Company had no operations and the Company would be
      able
      to repay the loan only in the event of a successful public offering, as to
      which
      there could be no assurance. In making its computation, the Company also
      considered the related party nature of the note, the below-market stated
      interest rate, the equity-like risks associated with the note and the higher
      interest rates commonly associated with bridge financings.





The
      Company has agreed to pay up to $7,500 a month in total for certain general
      and
      administrative services, including but not limited to receptionist, secretarial
      and general office services,
      to Camden Partners Holdings, LLC. Services commenced on November 29, 2007 and will
      terminate upon the earlier of (i) the completion of the Company’s Business
      Combination or (ii) the Company’s dissolution. For the three months ended March
      31, 2008, the Company incurred $22,500 in fees to Camden Partners Holdings,
      LLC.
      For the period from inception through March 31, 2008, the Company incurred
      $30,000 in such fees.





On
      November 29, 2007, Camden Learning, LLC purchased warrants to purchase 2,800,000
      shares of Common Stock from the Company at a price of $1.00 per warrant for
      a
      total of $2,800,000 in a private placement prior to the completion of the
      Offering.





The
      terms
      of these warrants are identical to the terms of the warrants issued in the
      Offering, except that these insider warrants will not be subject to redemption
      and may be exercised on a cashless basis, in each case if held by the initial
      holder thereof or its permitted assigns, and may not be sold, assigned or
      transferred prior to the 90 th day
      following consummation of a Business Combination. The holder of these insider
      warrants will not have any right to any liquidation distributions with respect
      to shares underlying these warrants if the Company fails to consummate a
      Business Combination, in which event these warrants will expire worthless.





Camden
      Learning, LLC has agreed to indemnify the Company for claims of creditors that
      have not executed a valid and binding waiver of their rights to seek payments
      of
      amounts due to them out of the trust account. The Company believes the
      likelihood of Camden Learning, LLC having to indemnify the trust account is
      minimal.





The
      Company’s principal stockholder has entered into an agreement with the
      underwriter pursuant to which it will place limit orders to purchase up to
      an
      additional $4,000,000 of the Company’s common stock in the open market
      commencing the later of (i) ten business days after the Company files its
      current report on Form 8-K announcing its execution of a definitive agreement
      for a Business Combination and (ii) 60 calendar days after the end of the
      restricted period in connection with the Offering, as defined under the
      Securities Exchange Act of 1934, and ending on the business day preceding the
      record date of the stockholders’ meeting at which a Business Combination is to
      be approved. In the event the Company’s principal stockholder does not purchase
      $4,000,000 of the Company’s common stock in the open market, the stockholder has
      agreed to purchase from the Company in a private placement a number of
      units
      identical to the units to be sold in the Offering at a purchase price of $8.00
      per unit until it has spent, together with the aforementioned open market
      purchases, an aggregate of $4,000,000 for purchase of the Company’s common
      stock.





F-10




**Note
      5 – Common Stock Subject to Possible Redemption**





The
      Company will not proceed with a Business Combination if Public Stockholders
      owning 30% or more of the shares sold in the Offering vote against the Business
      Combination and exercise their redemption rights. Accordingly, the Company
      may
      effect a Business Combination only if stockholders owning one share less than
      30% of the shares sold in the Offering exercise their redemption rights. If
      this
      occurred, the Company would be required to redeem for cash up to one share
      less
      than 30% of the 6,626,300 shares of common stock sold in the Offering, or
      1,987,889 shares of common stock, at a per-share redemption price of $7.92
      (plus
      a portion of the interest earned on the trust account, but net of (i) taxes
      payable on interest earned and (ii) up to $600,000 of interest income released
      to the Company to fund its working capital), which includes $0.24 per share
      of
      deferred underwriting discount and commissions which the underwriters have
      agreed to forfeit to pay redeeming stockholders.





The
      actual per-share redemption price will be equal to the initial amount in the
      trust account ($7.92 per share) which includes the amount attributable to
      deferred underwriting discounts and commissions and including all accrued
      interest (less taxes payable and up to $600,000 of interest income released
      to
      the Company to fund its working capital), as of two business days prior to
      the
      proposed consummation of the Business Combination, divided by the number of
      shares of common stock sold in the Offering.





**Note
      6 – Preferred Stock**





The
      Company is authorized to issue 1,000,000 shares of preferred stock with such
      designations, voting and other rights and preferences as may be determined
      from
      time to time by the Board of Directors.





**Note
      7 – Income Taxes**





The
      Company’s provision for income taxes for the three months ended March 31, 2008
      consists of:


CurrentFederal
              
              $
              156,526State
              
              
              29,201Deferred
              
              
              (60,772
              )$
              124,955





The
      difference between the actual income tax expense and that computed by applying
      the U.S. federal income tax rate of 34% to pretax income from operations for
      the
      three months ended March 31, 2008 is summarized below:


Computed expected tax expense
              
              
              34
              %State income tax net of federal benefit
              
              
              5
              %Effective tax rate
              
              
              39
              %




F-11




The
      Company is considered to be in the development stage for income tax reporting
      purposes. Federal income tax regulations require that the Company defer
      substantially all of its operating expenses for tax purposes until the Company
      begins business operations. Therefore, the Company has recorded a deferred
      income tax asset of $79,913. The Company believes that it is more likely than
      not that it will be able to realize this deferred tax asset in the future and,
      therefore, it has not provided a valuation allowance against this deferred
      tax
      asset.




F-12