##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-Q
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.
 For the quarterly period ended June 30, 2009
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.
 For the transition period from  to
 Commission file number 001-33800
 Ideation Acquisition Corp.
  Delaware
(State or other jurisdiction of 
incorporation or organization)
    
    77-0688094
(I.R.S. Employer Identification No.)
 1105 N. Market Street, Suite 1300
Wilmington, DE 19801
(Address of principal executive offices)
    
    19801
(Zip code)
 
  þ o
 o o
  Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer þ
    
    Smaller reporting company o(Do not check if a smaller reporting company)
  þ o




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##### 



TABLE OF CONTENTS
 PART I
    
    FINANCIAL INFORMATION
    
    
    2ITEM 1.
    
    CONSOLIDATED FINANCIAL STATEMENTS
    
    
    2CONDENSED CONSOLIDATED BALANCE SHEETS AS OF JUNE 30, 2009 (UNAUDITED), AND DECEMBER 31, 2008
    
    
    2UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2009, THE
THREE AND SIX MONTHS ENDED JUNE 30, 2008 AND FOR THE PERIOD FROM
JUNE 1, 2007 (INCEPTION) THROUGH JUNE 30, 2009
    
    
    3UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN
STOCKHOLDERS EQUITY FOR THE SIX MONTHS ENDED JUNE
30,2009, AND THE PERIOD FROM JUNE 1, 2007 (INCEPTION)
THROUGH JUNE 30, 2009
    
    
    4UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED JUNE 30, 2009, FOR THE SIX
MONTHS ENDED JUNE 30, 2008 AND FOR THE PERIOD FROM JUNE
1, 2007 (INCEPTION) THROUGH JUNE 30, 2009
    
    
    5NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL
STATEMENTS (UNAUDITED)
    
    
    6ITEM 2.
    
    MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
    
    
    16ITEM 3.
    
    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
    
    
    20ITEM 4.
    
    CONTROLS AND PROCEDURES
    
    
    20PART II
    
    OTHER INFORMATION
    
    
    21ITEM 1.
    
    LEGAL PROCEEDINGS
    
    
    21ITEM 1A.
    
    RISK FACTORS
    
    
    21ITEM 5.
    
    OTHER INFORMATION
    
    
    22ITEM 6.
    
    EXHIBITS
    
    
    22SIGNATURES
    
    
    23EX-31.1EX-31.2EX-32.1EX-32.2




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##### Table of Contents



PART 1  FINANCIAL INFORMATION
 
 ITEM 1. FINANCIAL STATEMENTS
 
 IDEATION ACQUISITION CORP.
(a corporation in the development stage)
 Condensed Consolidated Balance Sheets
 June 30, 2009
    
    
    December 31, 2008(unaudited)AssetsCurrent assets:Cash and cash equivalents
    
    $
    96,489
    
    
    $
    308,874Interest receivable
    
    
    
    
    
    
    1,208Income taxes receivable
    
    
    19,805
    
    
    
    124,191Franchise taxes receivable
    
    
    121,000
    
    
    
    121,000Other current assets
    
    
    53,309
    
    
    
    41,699Total current assets
    
    
    290,603
    
    
    
    596,972Investments held in Trust Account  RestrictedU. S. Treasury Securities, at amortized cost
    
    
    75,016,874
    
    
    
    54,993,327U.S. Treasury Mutual Funds, at fair value
    
    
    3,798,126
    
    
    
    23,821,673Deferred tax asset
    
    
    387,570
    
    
    
    440,759Total assets
    
    $
    79,493,173
    
    
    $
    79,852,731Liabilities and Stockholders EquityCurrent liabilities, accrued expenses
    
    $
    1,537,296
    
    
    $
    507,626Long-term liability  deferred underwriters fee
    
    
    2,730,000
    
    
    
    2,730,000Common stock subject to possible redemption (2,999,999 shares at
    
    
    23,639,992
    
    
    
    23,639,992June 30, 2009 and December 31, 2008, respectively, at redemption
value of $7.88 per share)Commitments and contingenciesStockholders Equity:Preferred Stock, $0.0001 par value, 1,000,000 shares authorized; none issued
    
    
    
    
    
    
    Common Stock, $0.0001 par value, 50,000,000 shares authorized,
12,500,000 shares issued and outstanding including 2,999,999 shares
subject to possible redemption, at June 30, 2009 and December 31,
2008, respectively
    
    
    1,250
    
    
    
    1,250Additional paid-in capital
    
    
    52,595,237
    
    
    
    52,595,237Retained earnings (deficit, accumulated during the development stage)
    
    
    (1,010,602
    )
    
    
    378,626Total stockholders equity
    
    
    51,585,885
    
    
    
    52,975,113Total liabilities and stockholders equity
    
    $
    79,493,173
    
    
    $
    79,852,731
  2




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##### Table of Contents



IDEATION ACQUISITION CORP.
(a corporation in the development stage)
 Condensed Consolidated Statements of Operations
(unaudited)
 For the Three
    
    
    For the Three
    
    
    For the Six
    
    
    For the Six
    
    
    For the Period June 1,Months Ended
    
    
    Months Ended
    
    
    Months Ended
    
    
    Months Ended
    
    
    2007 (Inception) toJune 30, 2009
    
    
    June 30, 2008
    
    
    June 30, 2009
    
    
    June 30, 2008
    
    
    June 30, 2009Revenue
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    Formation and
operating costs
    
    
    474,295
    
    
    
    114,306
    
    
    
    1,381,860
    
    
    
    286,079
    
    
    
    2,764,547Loss from operations
    
    
    (474,295
    )
    
    
    (114,306
    )
    
    
    (1,381,860
    )
    
    
    (286,079
    )
    
    
    (2,764,547
    )Interest income
    
    
    19,052
    
    
    
    438,450
    
    
    
    30,207
    
    
    
    1,124,459
    
    
    
    1,986,571(Loss) income
before (benefit)
provision for
income taxes
    
    
    (455,243
    )
    
    
    324,144
    
    
    
    (1,351,653
    )
    
    
    838,380
    
    
    
    (777,976
    )Provision (benefit)
for income taxesCurrent
    
    
    (4,606
    )
    
    
    174,654
    
    
    
    (15,614
    )
    
    
    469,188
    
    
    
    620,196Deferred
    
    
    (49,371
    )
    
    
    (45,533
    )
    
    
    53,189
    
    
    
    (135,224
    )
    
    
    (387,570
    )Total provision
(benefit) for
income taxes
    
    
    (53,977
    )
    
    
    129,121
    
    
    
    37,575
    
    
    
    333,964
    
    
    
    232,626Net income (loss)
    
    $
    (401,266
    )
    
    $
    195,023
    
    
    $
    (1,389,228
    )
    
    $
    504,416
    
    
    $
    (1,010,602
    )Maximum number of
share subject to
possible
redemption:Weighted
average
number of
shares,
basic and
diluted
    
    
    2,999,999
    
    
    
    2,999,999
    
    
    
    2,999,999
    
    
    
    2,999,999
    
    
    
    2,319,628Earnings
(loss) per
share
amount,
basic and
diluted
    
    $
    (0
    )
    
    $
    0
    
    
    $
    (0
    )
    
    $
    0
    
    
    $
    (0
    )Weighted average
number of common
share outstanding
(not subject to
possible
redemption):Basic
    
    
    9,500,001
    
    
    
    9,500,001
    
    
    
    9,500,001
    
    
    
    9,500,001
    
    
    
    7,862,681Diluted
    
    
    9,500,001
    
    
    
    11,623,758
    
    
    
    9,500,001
    
    
    
    11,559,844
    
    
    
    7,862,681Earnings (loss) per
share amount:Basic
    
    $
    (0.04
    )
    
    $
    0.02
    
    
    $
    (0.15
    )
    
    $
    0.05
    
    
    $
    (0.13
    )Diluted
    
    $
    (0.04
    )
    
    $
    0.02
    
    
    $
    (0.15
    )
    
    $
    0.04
    
    
    $
    (0.13
    )
  3




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##### Table of Contents



IDEATION ACQUISITION CORP.
(a corporation in the development stage)
 Condensed Consolidated Statements of Stockholders Equity
For the Period June 1, 2007 (Inception) to June 30, 2009
 Retained Earnings(Deficit-AccumulatedAdditional
    
    
    During the
    
    
    TotalCommon Stock
    
    
    Paid-in
    
    
    Development
    
    
    StockholdersShares
    
    
    Amount
    
    
    Capital
    
    
    Stage)
    
    
    EquityCommon shares
issued to founders
on June 1, 2007 at
$.01 per share
    
    
    2,500,000
    
    
    $
    250
    
    
    $
    24,750
    
    
    $
    
    
    
    $
    25,000Sale of 2,400,000
warrants at $1 per
warrant to initial
stockholders
    
    
    
    
    
    
    
    
    
    
    2,400,000
    
    
    
    
    
    
    
    2,400,000Sale of 10,000,000
units through
public offering,
net of
underwriters
discount and
offering expenses,
at $8 per unit
(including
2,999,999 shares
subject to possible
redemption)
    
    
    10,000,000
    
    
    
    1,000
    
    
    
    73,810,479
    
    
    
    
    
    
    
    73,811,479Proceeds subject to
possible
redemption,
2,999,999 shares
    
    
    
    
    
    
    
    
    
    
    (23,639,992
    )
    
    
    
    
    
    
    (23,639,992
    )Net income for the
period
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    144,120
    
    
    
    144,120Balances at
December 31, 2007
    
    $
    12,500,000
    
    
    $
    1,250
    
    
    $
    52,595,237
    
    
    $
    144,120
    
    
    $
    52,740,607Net income for the
period
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    234,506
    
    
    
    234,506Balances at
December 31, 2008
    
    $
    12,500,000
    
    
    $
    1,250
    
    
    $
    52,595,237
    
    
    $
    378,626
    
    
    $
    52,975,113Net loss for the
period (unaudited)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,389,228
    )
    
    
    (1,389,228
    )Balances at June
30, 2009
(unaudited)
    
    $
    12,500,000
    
    
    $
    1,250
    
    
    $
    52,595,237
    
    
    $
    (1,010,602
    )
    
    $
    51,585,885
  4




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##### Table of Contents



IDEATION ACQUISITION CORP.
(a corporation in the development stage)
 Condensed Consolidated Statements of Cash Flows
(unaudited)
 For the Six
    
    
    For the Six
    
    
    For the Period June 1,Months Ended
    
    
    Months Ended
    
    
    2007 (Inception) toJune 30, 2009
    
    
    June 30, 2008
    
    
    June 30, 2009Cash flows from operating activities:Net income (loss)
    
    $
    (1,389,228
    )
    
    $
    504,416
    
    
    $
    (1,010,602
    )Adjustments to reconcile net income (loss) to net cash
provided by (used in) operating activities:Deferred income tax (benefit)
    
    
    53,189
    
    
    
    (135,224
    )
    
    
    (387,570
    )Change in operating assets and liabilities:Interest receivable
    
    
    
    
    
    
    155,560Income taxes receivable
    
    
    104,386
    
    
    
    (92,690
    )
    
    
    (19,805
    )Franchise taxes receivable
    
    
    
    
    
    
    (30,702
    )
    
    
    (121,000
    )Other current assets
    
    
    (11,610
    )
    
    
    (12,384
    )
    
    
    (53,309
    )Accrued expenses
    
    
    1,029,670
    
    
    
    24,036
    
    
    
    1,537,296Income taxes payable
    
    
    
    
    
    
    (74,244
    )
    
    
    Franchise taxes payable
    
    
    
    
    
    
    (68,666
    )
    
    
    Net cash provided by (used in) operating activities
    
    
    (212,385
    )
    
    
    270,102
    
    
    
    (54,990
    )Cash used in investing activities:Investments in Trust Account  Restricted
    
    
    
    
    
    
    
    
    
    
    (78,815,000
    )Cash flows from financing activities:Proceeds from notes payable to stockholders
    
    
    
    
    
    
    
    
    
    
    200,000Proceeds from common shares issued to founders
    
    
    
    
    
    
    
    
    
    
    25,000Proceeds from public offering
    
    
    
    
    
    
    
    
    
    
    80,000,000Proceeds from issuance of insider warrants
    
    
    
    
    
    
    
    
    
    
    2,400,000Repayment of notes payable to stockholders
    
    
    
    
    
    
    
    
    
    
    (200,000
    )Payment of underwriters discount and offering costs
    
    
    
    
    
    
    
    
    
    
    (3,458,521
    )Net cash provided by financing
    
    
    
    
    
    
    
    
    
    
    78,966,479Net (decrease) increase in cash and cash equivalents
    
    
    (212,385
    )
    
    
    270,102
    
    
    
    96,489Cash and cash equivalents, beginning of period
    
    
    308,874
    
    
    
    124,139
    
    
    
    Cash and cash equivalents, end of period
    
    $
    96,489
    
    
    $
    394,241
    
    
    $
    96,489Supplemental disclosure of cash flow information:Cash paid for income and franchise taxes
    
    $
    76,133
    
    
    $
    685,000
    
    
    $
    1,078,470Cash refund received for income taxes
    
    $
    (120,000
    )
    
    $
    
    
    
    $
    (155,000
    )Supplemental schedule of non-cash financing activities:Deferred offering costs
    
    $
    
    
    
    $
    
    
    
    $
    2,730,000
  5




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##### Table of Contents



IDEATION ACQUISITION CORP.
(a corporation in the development stage)
 NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(unaudited)
 Note 1  Organization and Nature of Business Operations
       6




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##### Table of Contents



IDEATION ACQUISITION CORP.
(a corporation in the development stage)
 NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(unaudited)
    Note 2 Summary of Significant Accounting Policies
 Basis of Presentation and Consolidation
  Concentration of Credit Risk
  Cash and cash equivalents
  Earnings (loss) per Common Share
   7




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##### Table of Contents



IDEATION ACQUISITION CORP.
(a corporation in the development stage)
 NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(unaudited)
  Redeemable common stock
  Newly Issued and Adopted Accounting Pronouncements
     8




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##### Table of Contents



IDEATION ACQUISITION CORP.
(a corporation in the development stage)
NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(unaudited)
    Fair value of financial instruments
  Subsequent Events
  Note 3  Initial Public Offering
  9




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##### Table of Contents



IDEATION ACQUISITION CORP.
(a corporation in the development stage)
NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(unaudited)
  Note 4  Related Party Transactions
       10




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##### Table of Contents



IDEATION ACQUISITION CORP.
 (a corporation in the development stage)
NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(unaudited)
   Note 5  Income taxes
    11




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##### Table of Contents



IDEATION ACQUISITION CORP.
 (a corporation in the development stage)
NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(unaudited)
  For the Three
    
    
    For the Three
    
    
    For the Six
    
    
    For the Six
    
    
    For the Period June 1,Months Ended
    
    
    Months Ended
    
    
    Months Ended
    
    
    Months Ended
    
    
    2007 (Inception) toJune 30, 2009
    
    
    June 30, 2008
    
    
    June 30, 2009
    
    
    June 30, 2008
    
    
    June 30, 2009Current Tax
(Benefit)ProvisionFederal
    
    $
    (4,606
    )
    
    $
    135,895
    
    
    $
    (15,615
    )
    
    $
    365,066
    
    
    $
    620,196State
    
    
    
    
    
    
    38,759
    
    
    
    
    
    
    
    104,122
    
    
    
    Total Current
    
    
    (4,606
    )
    
    
    174,654
    
    
    
    (15,615
    )
    
    
    469,188
    
    
    
    620,196Deferred Tax
(Benefit)Provision:Federal
    
    
    (49,371
    )
    
    
    (35,428
    )
    
    
    53,189
    
    
    
    (105,215
    )
    
    
    (387,570
    )State
    
    
    
    
    
    
    (10,105
    )
    
    
    
    
    
    
    (30,009
    )
    
    
    Total Deferred
    
    $
    (49,371
    )
    
    $
    (45,533
    )
    
    $
    53,189
    
    
    $
    (135,224
    )
    
    $
    (387,570
    )Total Provision
    
    $
    (53,977
    )
    
    $
    129,121
    
    
    $
    37,574
    
    
    $
    333,964
    
    
    $
    232,626
  For the Three
    
    
    For the Three
    
    
    For the Six
    
    
    For the Six
    
    
    For the Period June 1,Months Ended
    
    
    Months Ended
    
    
    Months Ended
    
    
    Months Ended
    
    
    2007 (Inception) toJune 30, 2009
    
    
    June 30, 2008
    
    
    June 30, 2009
    
    
    June 30, 2008
    
    
    June 30, 2009(Benefit) Provision
at statutory rate
    
    $
    (154,783
    )
    
    $
    100,467
    
    
    $
    (459,562
    )
    
    $
    259,851
    
    
    $
    (264,510
    )Permanent Differences
    
    
    100,806
    
    
    
    
    
    
    
    497,136
    
    
    
    
    
    
    
    497,136State taxes, net of
federal benefit
    
    
    
    
    
    
    28,654
    
    
    
    
    
    
    
    74,113
    
    
    
    (Benefit) Provision
for income taxes
    
    $
    (53,977
    )
    
    $
    129,121
    
    
    $
    37,574
    
    
    $
    333,964
    
    
    $
    232,626
 Note 6  Investment held in Trust Account; U.S. Treasury Securities
   12




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##### Table of Contents



IDEATION ACQUISITION CORP.
 (a corporation in the development stage)
(unaudited)
NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
  GrossUnrealizedCarrying
    
    
    holdingamount
    
    
    gains(Losses)
    
    
    Fair valueHeld-to-maturity:U.S. Treasury securities held in Trust Account
    
    $
    75,016,874
    
    
    $
    (625
    )
    
    $
    75,016,249
  GrossUnrealizedCarrying
    
    
    holdingamount
    
    
    gains(Losses)
    
    
    Fair valueHeld-to-maturity:U.S. Treasury securities held in Trust Account
    
    $
    54,993,327
    
    
    $
    6,673
    
    
    $
    55,000,000
 Note 7  Fair Value Measurements
 Fair Value Measurements Effective Date of FASB Statement No. 157,
   Quoted Pricesin
    
    
    Significant
    
    
    SignificantActive
    
    
    Other
    
    
    Unobservable(unaudited)
    
    
    Markets
    
    
    Observable Inputs
    
    
    InputsDescription
    
    June 30, 2009
    
    
    (Level 1)
    
    
    (Level 2)
    
    
    (Level 3)Assets:U.S. Treasury
Mutual Funds, at
fair value, held in
Trust Account
    
    $
    3.8
    
    
    $
    3.8
    
    
    $
    
    
    
    $
    
 Quoted Pricesin
    
    
    Significant
    
    
    SignificantActive
    
    
    Other
    
    
    UnobservableDecember 31,
    
    
    Markets
    
    
    Observable Inputs
    
    
    InputsDescription
    
    2008
    
    
    (Level 1)
    
    
    (Level 2)
    
    
    (Level 3)Assets:U.S. Treasury
Mutual Funds, a
fair value, held in
Trust Account
    
    $
    23.8
    
    
    $
    23.8
    
    
    $
    
    
    
    $
    
  13




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##### Table of Contents



IDEATION ACQUISITION CORP.
(a corporation in the development stage)
NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(unaudited)
 Note 8 Commitments and contingencies
       Note 9 Preferred stock
  Note 10  Agreement and Plan of Merger
  14




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##### Table of Contents



IDEATION ACQUISITION CORP.
(a corporation in the development stage)
NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(unaudited)
     Note 11  Going concern issues arising from the requirements of our certificate of incorporation
   15




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##### Table of Contents



ITEM 2.
    
    MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
  Special Note About Forward-Looking Statements
  Overview
       16




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##### Table of Contents



Results of Operations
    Liquidity and Capital Resources
  17




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##### Table of Contents



Recently Adopted Accounting Pronouncements
     18




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##### Table of Contents



Redeemable common stock
  Critical Accounting Policies
 Basis of presentation
  Concentration of Credit Risk
  19




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##### Table of Contents



Cash and cash equivalents
  Preferred Stock
  Net Income per Common Share
   
 ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
    
 ITEM 4. CONTROLS AND PROCEDURES
 Evaluation of disclosure controls and procedures
  Changes in internal control over financial reporting
  20




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##### Table of Contents



IDEATION ACQUISITION CORP.
 
 PART II  OTHER INFORMATION
 
 ITEM 1. LEGAL PROCEEDINGS
  
 ITEM 1A. RISK FACTORS
  21




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##### Table of Contents



IDEATION ACQUISITION CORP.
 
 PART II  OTHER INFORMATION
 
 ITEM 5. OTHER INFORMATION
  
 ITEM 6. EXHIBITS
 2.1
    
    First Amendment to Agreement and Plan of Merger, Conversion and Share Exchange, dated May 27, 2009.31.1
    
    Certification of Chief Executive Officer Pursuant to SEC Rule 13a-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*
 
 
    
    Incorporated by reference to Exhibit 2.1 to the Companys Current Report on Form 8-K filed on May 27, 2009*
    
    Filed herewith 22




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##### Table of Contents



SIGNATURES
  IDEATION ACQUISITION CORP.Date: August 12, 2009
    /s/ Robert N. FriedRobert N. FriedPresident, Chief Executive Officer and Director
(Principal Executive Officer)Date: August 12, 2009
    /s/ Rao UppaluriRao UppaluriTreasurer and Director
(Principal Financial Officer and Principal Accounting Officer) 23