UNITED
STATES SECURITIES AND EXCHANGE COMMISSION


WASHINGTON,
D. C.  20549




FORM
10-Q





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


For the
quarterly period ended August 31, 2009 or





 ̈
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   ̈.





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  ̈      Accelerated
filer  ̈     Non-Accelerated
filer  ̈     Smaller
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  x  No  ̈





As of
October 8, 2009 there were 8,188,800 shares of the Company’s common stock
outstanding.





TABLE
OF CONTENTS




PART
      I – FINANCIAL INFORMATIONItem
      1.
                                      Financial
      Statements
                                      3CondensedBalance Sheets as
      of August 31, 2009 (unaudited) and May 31, 2009
                                      F-1Condensed
      Statements of Operations for the three months ended August 31, 2009 and
      2008 (unaudited) and for the period from April 10, 2007 (inception) to
      August 31, 2009 (unaudited)
                                      F-2Condensed
      Statements of Stockholder’s Equity (unaudited) for the period from April
      10, 2007 (inception) to August 31, 2009
                                      F-3Condensed
      Statements of Cash Flows for the three months ended August 31, 2009 and
      2008 (unaudited) and for the period from April 10, 2007 (inception) to
      August 31, 2009 (unaudited)
                                      F-4Notes
      to Condensed Financial Statements (unaudited)
                                      F-5Item
      2.
                                      Management’s
      Discussion and Analysis of Financial Condition and Results of
      Operations
                                      3Item
      3.
                                      Quantitative
      and Qualitative Disclosures About Market Risk
                                      8Item
      4.
                                      Controls
      and Procedures
                                      8PART
      II – OTHER INFORMATION
                                      8Item
      1.
                                      Legal
      Proceedings
                                      8Item
      2.
                                      Unregistered
      Sales of Equity Securities and Use of Proceeds
                                      8Item
      3.
                                      Defaults
      upon Senior Securities
                                      9Item
      4.
                                      Submission
      of Matters to a Vote of Security Holders
                                      9Item
      5.
                                      Other
      Information
                                      9Item
      6.
                                      Exhibits
                                      9SIGNATURES
                                      10




2




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 May 31,
2009.




OVERVIEW





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.


3





On August
7, 2009, Camden, Dlorah, Inc. a privately owned South Dakota corporation
(“Dlorah”), and Dlorah Subsidiary, Inc., a newly formed Delaware Corporation and
wholly-owned subsidiary of Camden (“Merger Sub”), entered into an Agreement and
Plan of Reorganization, which agreement was amended and restated in its entirety
on August 11, 2009 (as amended, the “Merger Agreement”).  Pursuant to
the terms of the Merger Agreement, the Dlorah stockholders have agreed to
contribute all of the outstanding capital stock of Dlorah to Camden in exchange
for shares of a newly created class of stock, warrants and restricted shares of
currently authorized common stock of Camden.  At closing, Merger Sub
will merge with and into Dlorah with Dlorah surviving as a wholly-owned
subsidiary of Camden (the “Transaction”).  In connection with the
Transaction, Camden intends to apply to have its common stock and warrants
listed on either the Nasdaq Capital Market or the Nasdaq Global Market, as the
parties may mutually determine.





Dlorah,
Inc., through its education divisions known as National American University
(“NAU”), operates a private, for-profit university with 16 campuses in seven
states, as well as extensive online course offerings.  NAU offers
undergraduate and graduate career-oriented technical and professional degree
programs in accounting, applied management, business administration, health care
and information technology.  NAU also offers graduate degree programs
that include a Master of Business Administration and a Master of Management
degree.  Dlorah, through its real estate division, develops, leases
and sells luxury condominiums, apartments and townhouses in Rapid City, South
Dakota.




Pursuant
to the Merger Agreement, Camden will acquire all of the outstanding shares of
Dlorah through a structured transaction valued at approximately $143,800,000 in
connection with which the Dlorah stockholders will receive (1) 100,000 shares of
a class of stock to be created immediately prior to the closing of the
Transaction, such series to be known as Class A Stock, which shares shall be
convertible into 15,730,000 shares of Common Stock, as such conversion number
may be adjusted as described herein and in the Merger Agreement, (2) 2,800,000
newly issued Common Stock purchase warrants to purchase up to 2,800,000 shares
of Common Stock at an exercise price of $5.50 per share, and (3) 575,000 shares
of restricted Common Stock, which such shares shall not be freely tradable until
such time as the Common Stock trades at or above $8.00 per share for any sixty
(60) consecutive trading day period; provided, that such shares of restricted
Common Stock shall be forfeited on the fifth (5th)
anniversary of the date of issuance, if such restriction has not been
satisfied.  The Class A Stock shall be entitled to an annual accruing
dividend equal to $0.44 per share for the first two years following issuance and
shall automatically convert into Common Stock at the end of such two year
period.  When and if a dividend is paid on the Class A Stock, the
holders of Common Stock will receive a dividend equal to one-fourth of the total
of the dividend paid on the Class A Stock.




If, as of
the Closing Date, the Merger Consideration represents less than an aggregate of
seventy percent (70%) of the issued and outstanding capital stock of Camden, on
an as-converted and fully diluted basis, then the Merger Consideration shall be
increased such that it equals seventy percent (70%) of the issued and
outstanding capital stock of Camden, on an as-converted and fully diluted basis
as of the Closing Date.




The
Merger Consideration will also be adjusted if the average of the closing sales
price of the Common Stock on the applicable trading market during the 10 trading
day period ending immediately preceding the Closing Date is less than $7.00 per
share.  In that event, the number of shares of Common Stock into which
the Class A Stock is convertible shall be increased such that the aggregate
value of the Stock Consideration and Warrant Consideration would have the same
aggregate value as if the average of the closing sales price of the Common Stock
were $7.00 per share.




The net
aggregate amount of proceeds held in Camden’s trust account will be available
for use as working capital of Dlorah following consummation of the
Transaction.  Pursuant to the Merger Agreement, such amount shall be
no less than $22,166,290 after payment in full of any taxes then due and owing,
the deferred underwriting fee owed to the underwriter’s of Camden’s initial
public offering, any fees and expenses payable to Camden’s investment bankers,
attorneys, accountants and other advisors, any amounts paid to Camden
stockholders, warrantholders or unit holders for conversion of their Common
Stock or units or repurchase of their Common Stock, units or warrants, and any
other of Camden’s or Merger Sub’s unpaid costs, fees and expenses associated
with the Merger Agreement, the proxy statement to be filed in connection
therewith and the transactions contemplated thereby.


4





Each of
the Dlorah stockholders has agreed, for a period of 180 days from the closing
date of the Transaction, whether on his, her or its own behalf or on behalf of
entities, family members or trusts affiliated with or controlled by him, her or
it, not to offer, issue, grant any option on, sell or otherwise dispose of any
portion of the Merger Consideration received.  In connection with the
Transaction, the 2,800,000 Warrants owned by Camden Learning, LLC, the Company’s
sponsor, shall be exchanged for 250,000 shares of restricted Common Stock, which
shares shall not be freely tradable until such time as the Common Stock trades
at or above $8.00 per share for any sixty (60) consecutive trading day period;
provided, that such shares of restricted Common Stock shall be forfeited on the
fifth (5th)
anniversary of the date of issuance if such restriction has not been
satisfied.




The U.S.
education industry has continued to show substantial growth in the past decade,
due to what we believe to be the importance of developing a skilled workforce. A
skilled workforce is increasingly reliant on intellectual capital as the U.S.
economy continues its shift to become focused on services rather than
manufacturing. While post-secondary graduates are approximately 30% of the U.S.
population, more than 85% have completed their K-12 education according to the
National Center for Education Statistics report entitled “Digest of Education
Statistics: 2005”. International competition, especially in math and science,
has driven education legislation, requiring minimum performance levels and
allocating funding for supplemental services in underperforming schools. In
addition to state and government spending, the U.S. has the second highest level
of education funding from private sources in the world at 28%, led only by
Korea, according to the Organisation for Economic Co-Operation and Development’s
report entitled “Education at a Glance 2006”. These factors have contributed to
the overall increase in education spending with total expenditures for education
expected to amount to 7.5% of U.S. gross domestic product in 2003-04, which is
approximately 0.6 percentage points higher than in 1993-94 according to the
National Center for Education Statistics report entitled “Digest of Education
Statistics: 2005”. Expenditures for public and private education, from
kindergarten through graduate school (excluding postsecondary schools not
awarding associate or higher degrees), are estimated at $827 billion for 2003-04
according to the National Center for Education Statistics report entitled
“Digest of Education Statistics: 2005”. We expect these factors to continue to
drive growth across all sectors of the education industry.




We
believe this growth has created significant opportunities for companies engaged
in the for-profit education industry serving these students. For-profit, four
year, Title IV degree granting institutions increased from 80 in 1993-1994 to
350 in 2003-04, while not-for-profit, four year, Title IV degree granting
institutions increased from 2,110 in 1993-1994 to 2,180 in 2003-04 according to
the National Center for Education Statistic’s report entitled “Digest of
Education Statistics: 2005”. We believe the growth rate in the for-profit sector
will continue to outpace non-profit providers. In addition to enrollment in K-12
and post-secondary education, corporate training and early childcare have shown
recent growth, after slowdowns following 2000-2001.




CHANGES
IN FINANCIAL CONDITION




Liquidity
and Capital Resources




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.  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.




We
received gross proceeds of approximately $53,010,400 (which includes the
proceeds of a private placement of 2,800,000 warrants for $2,800,000 to our
sponsor, Camden Learning, LLC) from the IPO, of which $52,389,984 was placed in
a trust account for the benefit of our holders of Common Stock purchased in the
IPO or in the aftermarket.  As of August 31, 2009, $52,487,764 was
held on deposit in the trust account at JP Morgan Chase Bank, N.A. maintained by
Continental Stock Transfer & Trust Company, as trustee.   At
August 31, 2009, no funds remain available for working capital purposes from the
restricted funds held in the Trust Account.


5


For
      the three
                            
                            
                            For
      the three
                            
                            
                            April
      10, 2007months
      ended
                            
                            
                            months
      ended
                            
                            
                            (inception)
      throughAugust
      31, 2009
                            
                            
                            August
      31, 2008
                            
                            
                            August
      31, 2009Investments
      held in trust – beginning of period
                            
                            $
                            52,761,303
                            
                            
                            $
                            53,232,971
                            
                            
                            $
                            -Contribution
      to trust (which includes the deferredunderwriting discount and
      commission of $1,590,312 )
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            52,389,984Interest
      income received
                            
                            
                            4,468
                            
                            
                            
                            301,237
                            
                            
                            
                            1,285,787(Withdrawals)/refunds
      for taxes
                            
                            
                            21,993
                            
                            
                            
                            (435,000
                            )
                            
                            
                            (588,007
                            )Withdrawals
      for working capital (a)
                            
                            
                            (300,000
                            )
                            
                            
                            -
                            
                            
                            
                            (600,000
                            )Total
      investments held in trust
                            
                            $
                            52,487,764
                            
                            
                            $
                            53,099,208
                            
                            
                            $
                            52,487,764
 
 (a)
              Limited
      to $600,000
  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 consummation of the
Transaction.
  We
believe we will have sufficient available funds outside of the trust fund to
operate through November 2009.  Although we do not believe we will
need to raise additional funds in order to meet the expenditures required for
operating our business or effectuating the proposed Transaction, we may need to
raise additional funds if the net proceeds of the offering and the private
placement prove to be insufficient, either because of the size of the
Transaction, 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. If we do need to raise additional
funds through a private or public offering of debt or equity securities in order
to consummate the Transaction, we would only effectuate such a financing in
anticipation of or simultaneously with the consummation of the
Transaction.  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.
  If we are
unable to consummate the Transaction 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 consummation of the
Transaction.
  RESULTS
OF OPERATIONS
 
 For the
three months ended August 31, 2009, we had a net loss of $825,970 consisting of
interest income of $3,624 less costs attributable to general and administrative
expenses of $830,582 and net of a benefit for income taxes of
$988.  For the three months ended August 31, 2008, we had net income
of $92,800, consisting of interest income of $265,325 less costs attributable to
organization, formation and general and administrative expenses of $105,333 and
net of a provision for income taxes of $67,192.  The decrease in
interest income for the period was a result of a significant decrease in the
interest rate caused by an increase in demand for government securities and
treasury bills. For the period from April 10, 2007 (inception) through August
31, 2009, we had a net loss of $942,984, consisting of interest income of
$1,229,422 less costs attributable to organization, formation and general and
administrative expenses of $2,068,860 and net of a provision for income taxes of
$79,990.
  6
 
 The
Company received net proceeds from the offering and sale of the underwriters’
purchase option of $47,492,852, 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
proceeds of $2,889,984, before deducting deferred underwriting compensation of
$90,312.
 
 On August
11, 2009, we entered into a Merger Agreement pursuant to which we will issue
equity securities as consideration for all the outstanding stock of Dlorah, as
more fully described above.   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 the Transaction.  Subject to
compliance with applicable securities laws, we would only effectuate such a
fund-raising in anticipation of or simultaneously with the consummation of the
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.
  7
  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, LLCrequiring
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 of 1934 (the “Exchange Act”). Based upon this evaluation, our chief
executive officer and chief financial officer concluded that our disclosure
controls and procedures, which are designed to ensure that information
required to be disclosed by the issuer in the reports it files or submits under
the Securities Act of 1933, as amended, is recorded, processed, summarized and
reported within the time periods specified in the SEC’s rules and forms, are
effective and adequate.
 
 Internal
Control over Financial Reporting
 
 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.
  PART
II – OTHER INFORMATION
  Item
      1.
              Legal
      Proceedings.
  To the
knowledge of our management, there is no litigation currently pending or
contemplated against the Company or its property.
  Item
      2.
              Unregistered
      Sales of Equity Securities and Use of
Proceeds.
  None.
  Recent
Sales of Unregistered Securities
 
 None.
  8
 
 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.
              
              Description31.1
              
              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
  
 9
  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 9th day of October,
2009.
  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)
  10
  Camden
Learning Corporation
 (a
corporation in the development stage)
 
 Condensed
Balance Sheets
 
 August
      31, 2009
                                                    
                                                    
                                                    May
      31, 2009(unaudited)AssetsCurrent
      assets:Cash
                                                    
                                                    $
                                                    176,993
                                                    
                                                    
                                                    $
                                                    96,482Prepaid
      expenses
                                                    
                                                    
                                                    36,468
                                                    
                                                    
                                                    
                                                    72,936Refundable
      income tax
                                                    
                                                    
                                                    129,481
                                                    
                                                    
                                                    
                                                    150,486Total
      current assets
                                                    
                                                    
                                                    342,942
                                                    
                                                    
                                                    
                                                    319,904Restricted
      funds held in trust
                                                    
                                                    
                                                    52,487,764
                                                    
                                                    
                                                    
                                                    52,761,303Deferred
      tax asset
                                                    
                                                    
                                                    378,536
                                                    
                                                    
                                                    
                                                    378,536Total
      assets
                                                    
                                                    $
                                                    53,209,242
                                                    
                                                    
                                                    $
                                                    53,459,743Liabilities
      and Stockholders’ EquityCurrent
      liabilities:Accounts
      payable and accrued expenses
                                                    
                                                    $
                                                    865,215
                                                    
                                                    
                                                    $
                                                    290,590Deferred
      interest
                                                    
                                                    
                                                    62,993
                                                    
                                                    
                                                    
                                                    62,149Total
      current liabilities
                                                    
                                                    
                                                    928,208
                                                    
                                                    
                                                    
                                                    352,739Deferred
      underwriting compensation
                                                    
                                                    
                                                    1,590,312
                                                    
                                                    
                                                    
                                                    1,590,312Total
      liabilities
                                                    
                                                    
                                                    2,518,520
                                                    
                                                    
                                                    
                                                    1,943,051CommitmentsCommon
      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 sharesauthorized;
      8,188,800 shares issued and outstanding (less
                                                      1,987,889
      shares subject to possible redemption)
                                                    
                                                    
                                                    620
                                                    
                                                    
                                                    
                                                    620Additional
      paid-in capital
                                                    
                                                    
                                                    35,889,005
                                                    
                                                    
                                                    
                                                    35,889,005Deficit
      accumulated during the development stage
                                                    
                                                    
                                                    (942,984
                                                    )
                                                    
                                                    
                                                    (117,014
                                                    )Total
      stockholders’ equity
                                                    
                                                    
                                                    34,946,641
                                                    
                                                    
                                                    
                                                    35,772,611Total
      liabilities and stockholders’ equity
                                                    
                                                    $
                                                    53,209,242
                                                    
                                                    
                                                    $
                                                    53,459,743
 
 See notes
to condensed financial statements.
  F-1
 
 Camden
Learning Corporation
 (a
corporation in the development stage)
 
 Unaudited
Condensed Statements of Operations
 For
the three months ended August 31, 2009 and 2008 and for the period
from
 April
10, 2007 (inception) through August 31, 2009
 
 For
      the three
                            months
      ended
                            August
      31, 2009
                          
                          
                          For
      the three
                            months
      ended
                            August
      31, 2008
                          
                          
                          April
      10, 2007
                            (inception)
      through
                            August
      31, 2009Operating
      expenses:Operating
      and formation expenses
                          
                          $
                          830,582
                          
                          
                          $
                          105,333
                          
                          
                          $
                          2,068,860Loss
      from operations
                          
                          
                          (830,582
                          )
                          
                          
                          (105,333
                          )
                          
                          
                          (2,068,860
                          )Other
      income:Interest
      income, net
                          
                          
                          3,624
                          
                          
                          
                          265,325
                          
                          
                          
                          1,205,866Income/(loss)
      before provision for taxes
                          
                          
                          (826,958
                          )
                          
                          
                          159,992
                          
                          
                          
                          (862,994
                          )Benefit/(Provision)
      for income taxes
                          
                          
                          988
                          
                          
                          
                          (67,192
                          )
                          
                          
                          (79,990
                          )Net
      income/(loss)
                          
                          $
                          (
      825,970
                          )
                          
                          $
                          92,800
                          
                          
                          $
                          (942,984
                          )Net
      income /(loss) per shareBasic
      and Diluted
                          
                          $
                          (0.10
                          )
                          
                          $
                          0.01Weighted
      average shares outstandingBasic
      and Diluted
                          
                          
                          8,188,800
                          
                          
                          
                          8,188,800
 
 See notes
to condensed financial statements.
  F-2
  Camden
Learning Corporation
 (a
corporation in the development stage)
 
 Condensed
Statements of Stockholders’ Equity
 For
the cumulative period from April 10, 2007 (inception) to August 31, 2009
(unaudited)
 
 RetainedEarningsCommon Stock
                    
                    
                    
                    
                    
                    AccumulatedAdditional
                    
                    
                    During the
                    
                    
                    TotalPaid-In
                    
                    
                    Development
                    
                    
                    Stockholders’Shares
                    
                    
                    Amount
                    
                    
                    Capital
                    
                    
                    Stage
                    
                    
                    EquityCommon
      shares issued to initial stockholders on April 10, 2007 atapproximately
      $.02 per share
                    
                    
                    1,562,500
                    
                    
                    $
                    156
                    
                    
                    $
                    24,844
                    
                    
                    $
                    —
                    
                    
                    $
                    25,000Discount
      on note payable to affiliate
                    
                    
                    —
                    
                    
                    
                    —
                    
                    
                    
                    17,569
                    
                    
                    
                    —
                    
                    
                    
                    17,569Net
      income
                    
                    
                    —
                    
                    
                    
                    —
                    
                    
                    
                    —
                    
                    
                    
                    (3,267
                    )
                    
                    
                    (3,267
                    )Balance
      at May 31, 2007
                    
                    
                    1,562,500
                    
                    
                    $
                    156
                    
                    
                    $
                    42,413
                    
                    
                    $
                    (3,267
                    )
                    
                    $
                    39,302Sale
      of 6,626,300 units, net of underwriters’ discount and offering
      expenses of $507,248 (including 1,987,889 shares subject to possible
      redemption) and sale of underwriter’s
                      over-allotment
      option
                    
                    
                    6,626,300
                    
                    
                    
                    663
                    
                    
                    
                    48,791,861
                    
                    
                    
                    —
                    
                    
                    
                    48,792,524Sale
      of 2,800,000 private placement warrants on November 29, 2007 at $1.00 per
      warrant
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    2,800,000
                    
                    
                    
                    
                    
                    
                    
                    2,800,000Net
      proceeds subject to possible redemption of 1,987,889
shares
                    
                    
                    
                    
                    
                    
                    (199
                    )
                    
                    
                    (15,743,882
                    )
                    
                    
                    
                    
                    
                    
                    (15,744,081
                    )Offering
      expenses
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    (1,387
                    )
                    
                    
                    
                    
                    
                    
                    (1,387
                    )Net
      income
                    
                    
                    —
                    
                    
                    
                    —
                    
                    
                    
                    —
                    
                    
                    
                    301,140
                    
                    
                    
                    301,140Balance
      at May 31, 2008
                    
                    
                    8,188,800
                    
                    
                    $
                    620
                    
                    
                    $
                    35,889,005
                    
                    
                    $
                    297,873
                    
                    
                    $
                    36,187,498Net
      loss
                    
                    
                    —
                    
                    
                    
                    —
                    
                    
                    
                    —
                    
                    
                    
                    (414,887
                    )
                    
                    
                    (414,887
                    )Balance
      at May 31, 2009
                    
                    
                    8,188,800
                    
                    
                    $
                    620
                    
                    
                    $
                    35,889,005
                    
                    
                    $
                    (117,014
                    )
                    
                    $
                    35,772,611Net
      loss
                    
                    
                    —
                    
                    
                    
                    —
                    
                    
                    
                    —
                    
                    
                    
                    (825,970
                    )
                    
                    
                    (825,970
                    )Balance
      at August 31, 2009
                    
                    
                    8,188,800
                    
                    
                    $
                    620
                    
                    
                    $
                    35,889,005
                    
                    
                    $
                    (942,984
                    )
                    
                    $
                    34,946,641
 
 See notes
to condensed financial statements
  F-3
  Camden
Learning Corporation
 (a
corporation in the development stage)
 
 Unaudited
Condensed Statements of Cash Flows
 For the three months ended August 31,
2009 and 2008, and for the period from
 April
10, 2007 (inception) through August 31, 2009
 
 Three
      months ended
                                    August
      31, 2009
                                  
                                  
                                  Three
      Months ended
                                    August
      31, 2008
                                  
                                  
                                  April
      10, 2007
                                    (inception)
      through
                                    August
      31, 2009Cash
      flows from operating activities:Net
      income (loss)
                                  
                                  $
                                  (825,970
                                  )
                                  
                                  $
                                  92,800
                                  
                                  
                                  $
                                  (942,984
                                  )Adjustments to
      reconcile net income (loss) to net

                                    cash
      used in operating activitiesAccretion
      of interest on note payable
                                  
                                  
                                  —
                                  
                                  
                                  
                                  —
                                  
                                  
                                  
                                  17,569Deferred
      income taxes
                                  
                                  
                                  —
                                  
                                  
                                  
                                  (49,812
                                  )
                                  
                                  
                                  (378,536
                                  )Changes
      in assets and liabilities(Increase)/decrease
      in prepaid expenses
                                  
                                  
                                  36,468
                                  
                                  
                                  
                                  36,417
                                  
                                  
                                  
                                  (36,468
                                  )(Increase)/decrease
      in refundable income tax
                                  
                                  
                                  21,005
                                  
                                  
                                  
                                  (5,406
                                  )
                                  
                                  
                                  (129,481
                                  )Increase/(decrease)
      in accounts payable and accrued expenses
                                  
                                  
                                  574,625
                                  
                                  
                                  
                                  (85,065
                                  )
                                  
                                  
                                  865,215Increase
      in deferred interest
                                  
                                  
                                  844
                                  
                                  
                                  
                                  36,246
                                  
                                  
                                  
                                  62,993Increase/(decrease)
      in income tax payable
                                  
                                  
                                  —
                                  
                                  
                                  
                                  (52,590
                                  )
                                  
                                  
                                  —Net
      cash used in operating activities
                                  
                                  
                                  (193,028
                                  )
                                  
                                  
                                  (27,410
                                  )
                                  
                                  
                                  (541,692
                                  )Cash
      flows from investing activities:Proceeds
      from sale of units placed in trust
                                  
                                  
                                  —
                                  
                                  
                                  
                                  —
                                  
                                  
                                  
                                  (49,589,984
                                  )Proceeds
      from sale of warrants placed in trust
                                  
                                  
                                  —
                                  
                                  
                                  
                                  —
                                  
                                  
                                  
                                  (2,800,000
                                  )Interest
      income earned on funds held in trust
                                  
                                  
                                  (4,468
                                  )
                                  
                                  
                                  (301,237
                                  )
                                  
                                  
                                  (1,285,787
                                  )Deposit
      of refund for state taxes paid
                                  
                                  
                                  (21,993
                                  )
                                  
                                  
                                  —
                                  
                                  
                                  
                                  (21,993
                                  )Withdrawals
      for payments of income taxes
                                  
                                  
                                  —
                                  
                                  
                                  
                                  435,000
                                  
                                  
                                  
                                  610,000Withdrawals
      for payments of operating expenses
                                  
                                  
                                  300,000
                                  
                                  
                                  
                                  —
                                  
                                  
                                  
                                  600,000Net
      cash provided by (used in) investing activities
                                  
                                  
                                  273,539
                                  
                                  
                                  
                                  133,763
                                  
                                  
                                  
                                  (52,487,764
                                  )Cash
      flows from financing activities:Proceeds
      from sale of stock to initial stockholders
                                  
                                  
                                  —
                                  
                                  
                                  
                                  —
                                  
                                  
                                  
                                  25,000Proceeds
      from note payable to affiliate
                                  
                                  
                                  —
                                  
                                  
                                  
                                  —
                                  
                                  
                                  
                                  200,000Advance
      from affiliates
                                  
                                  
                                  —
                                  
                                  
                                  
                                  —
                                  
                                  
                                  
                                  37,500Repayment
      to affiliates
                                  
                                  
                                  —
                                  
                                  
                                  
                                  —
                                  
                                  
                                  
                                  (37,500
                                  )Gross
      proceeds from initial public offering
                                  
                                  
                                  —
                                  
                                  
                                  
                                  —
                                  
                                  
                                  
                                  53,010,500Proceeds
      from issuance of warrants
                                  
                                  
                                  —
                                  
                                  
                                  
                                  —
                                  
                                  
                                  
                                  2,800,000Payment of offering costs
                                  
                                  
                                  —
                                  
                                  
                                  
                                  —
                                  
                                  
                                  
                                  (2,629,051
                                  )Repayment
      of note payable to affiliate
                                  
                                  
                                  —
                                  
                                  
                                  
                                  —
                                  
                                  
                                  
                                  (200,000
                                  )Net
      cash provided by financing activities
                                  
                                  
                                  —
                                  
                                  
                                  
                                  —
                                  
                                  
                                  
                                  53,206,449Net
      increase in cash
                                  
                                  
                                  80,511
                                  
                                  
                                  
                                  106,353
                                  
                                  
                                  
                                  176,993Cash
      at beginning of period
                                  
                                  
                                  96,482
                                  
                                  
                                  
                                  170,835
                                  
                                  
                                  
                                  —Cash
      at end of period
                                  
                                  $
                                  176,993
                                  
                                  
                                  $
                                  277,188
                                  
                                  
                                  $
                                  176,993Supplemental
      Disclosures:Non-cash
      financing activities:Deferred
      underwriting compensation
                                  
                                  $
                                  —
                                  
                                  
                                  $
                                  —
                                  
                                  
                                  $
                                  1,590,312Cash
      flow information:Cash
      paid during the period for income taxes
                                  
                                  $
                                  —
                                  
                                  
                                  $
                                  175,000
                                  
                                  
                                  $
                                  610,000Cash
      paid for interest
                                  
                                  $
                                  —
                                  
                                  
                                  $
                                  —
                                  
                                  
                                  $
                                  5,987
 
 See notes
to condensed financial statements.
  F-4
  Camden
Learning Corporation
 (a
corporation in the development stage)
 
 Notes
to Condensed Financial Statements (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.  The Company is 26.5% owned by Camden Learning, LLC, whose
members are Camden Partners Strategic Fund III, LP and Camden Partners Strategic
Fund III-A, LP.
 
 At August
31, 2009, the Company had not commenced any operations.  All activity
through August 31, 2009 relates to the Company’s formation, initial public
offering (the “Offering”) and efforts to identify prospective target businesses
described below.  Effective with the execution of the Merger Agreement
described in Note 11, the Board of Directors of Camden unanimously voted to
change Camden’s fiscal year end from December 31 to May 31.
 
 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 $45,991,365, 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 in the Morgan Stanley Institutional Liquidity Fund – Treasury
Portfolio.  The portfolio invests in U.S. treasuries and short
duration repurchase agreements collateralized by the U.S.
treasuries.
  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.  Through August 31, 2009, $588,007 has been withdrawn
from the trust account for payment of income taxes and $600,000 has been
withdrawn for payment of operating expenses.
 
 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.
  F-6
 
 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.  Consequently, the amended and restated
certificate of incorporation includes a limitation on the Company’s corporate
existence of November 29, 2009, if the Company does not consummate a Business
Combination.  This factor raises substantial doubt about the Company’s
ability to continue as a going concern.  The financial statements do
not include any adjustment that may result from the outcome of this
uncertainty.
 
 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 affect 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 sold 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 90th day
following the completion of a Business Combination.
 
 Note
2 – Interim Financial Information
 
 The
Company’s unaudited condensed interim financial statements as of August 31, 2009
and for the three months ended August 31, 2009 and 2008, and for the period from
April 10, 2007 (date of inception) through August 31, 2009, have been prepared
by the Company in accordance with accounting principles generally accepted in
the United States of America for interim financial information and with the
instructions to Form 10-Q.  Accordingly, they do not include all of
the information and footnotes required by accounting principles generally
accepted in the United States of America for complete financial
statements.  In the opinion of management, all adjustments (consisting
of normal recurring accruals) considered necessary for a fair presentation have
been included.  The operating results for the interim period presented
are not necessarily indicative of the results to be expected for any other
interim period or for the full year.
  F-7
 These
unaudited condensed interim financial statements should be read in conjunction
with the audited financial statements and notes thereto for the period ended May
31, 2009 included in the Company’s Annual Report on Form 10-K filed with the
U.S. Securities and Exchange Commission (“SEC”) on August 20, 2009. The May 31,
2009 balance sheet and the changes in stockholders’ equity for the periods ended
May 31, 2009 and 2008 have been derived from those audited financial
statements.  The accounting policies used in preparing these unaudited
financial statements are consistent with those described in the May 31, 2009
audited financial statements.
 
 Management
of the Company has reviewed subsequent events through the date of this
filing, October 9, 2009.
 
 Note
3 – Summary of Significant Accounting Policies
 
 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.
  Fair Value of Financial
Instruments - The fair values of the Company’s assets and liabilities
that qualify as financial instruments under SFAS No. 107 “Disclosures about Fair
Value of Financial Instruments,” approximate their carrying amounts presented in
the balance sheet based upon the short-term nature of the accounts at August 31,
2009.
  Recent
accounting pronouncements
 
 In
December 2007, the FASB issued SFAS No. 141(R), Business Combinations (“SFAS
141R”), which establishes principles and requirements for how the acquirer of a
business recognizes and measures in its financial statements the identifiable
assets acquired, the liabilities assumed, and any non-controlling interest in
the acquiree.  SFAS 141R also provides guidance for recognizing and
measuring the goodwill acquired in the business combination and determines what
information to disclose to enable users of the financial statements to evaluate
the nature and financial effects of the business combination.  SFAS
141R will apply to us with respect to any acquisitions that we complete on or
after January 1, 2009.
  In
December 2007, the FASB released SFAS No. 160, Noncontrolling Interests in
Consolidated Financial Statements an amendment of ARB No. 51 (“SFAS 160”), which
establishes accounting and reporting standards for the ownership interests in
subsidiaries held by parties other than the parent and for the deconsolidation
of a subsidiary.  SFAS 160 also establishes disclosure requirements
that clearly identify and distinguish between the interest of the parent and the
interests of the non-controlling owners. SFAS 160 is effective for financial
statements issued for fiscal years beginning after December 15,
2008.  SFAS 160 will apply to us with respect to any acquisitions,
that we complete on or after January 1, 2009, which will result in a
noncontrolling interest.
  In June
2008, the FASB ratified EITF Issue No. 07-5, “Determining Whether an Instrument
(or Embedded Feature) is Indexed to an Entity’s Own Stock” (“EITF
07-5”).  EITF 07-5 provides guidance on how to determine if certain
instruments or embedded features are considered indexed to our own stock,
including instruments similar to our convertible notes and warrants to purchase
our stock.  EITF 07-5 requires companies to use a two-step approach to
evaluate an instrument’s contingent exercise provisions and settlement
provisions in determining whether the instrument is considered to be indexed to
its own stock and exempt from the application of SFAS No. 133, “Accounting for
Derivative Instruments and Hedging Activities”.  Although EITF 07-5 is
effective for fiscal years beginning after December 15, 2008, any outstanding
instrument at the date of adoption will require a retrospective application of
the accounting through a cumulative effect adjustment to retained earnings upon
adoption.  The adoption of EITF 07-05 did not have a significant
impact on the Company’s financial statements.
  F-8
 
 No other
recently issued accounting pronouncements that became effective during the three
months ended August 31, 2009 or that will become effective in a subsequent
period has had or is expected to have a material impact on our financial
statements.
 
 Note
4 – 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.  On December 19, 2007 the Company sold an additional
376,300 Units pursuant to the over-allotment option exercise.  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.
 
 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
  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.
 
 Note
5 – Related Party Transactions
 
 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.
 
 The
Company has allocated a percentage of the part-time accounting staff’s salaries
from Camden Partners Holdings, LLC. The allocation percentage is based upon the
amount of the staff’s time spent on the Company.
 
 On
November 29, 2007, Camden Learning, LLC purchased warrants to acquire 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 90th 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.
 
 Camden
Learning LLC acquired 503,187 shares of Common Stock in September 2009 in open
market transactions in accordance with the guidelines of Rule 10b5-1 under the
Exchange Act.
  F-10
  Note
6 – Restricted Funds Held in Trust:
 
 For
      the three
                          
                          
                          For
      the three
                          
                          
                          April
      10, 2007months
      ended
                          
                          
                          months
      ended
                          
                          
                          (inception)
      throughAugust 31, 2009
                          
                          
                          August 31, 2008
                          
                          
                          August 31, 2009Investments
      held in trust – beginning of period
                          
                          $
                          52,761,303
                          
                          
                          $
                          53,232,971
                          
                          
                          $
                          -Contribution
      to trust (which includes the deferredunderwriting
      discount and commission of $1,590,312 )
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          52,389,984Interest
      income received
                          
                          
                          4,468
                          
                          
                          
                          301,237
                          
                          
                          
                          1,285,787(Withdrawals)/refunds
      for taxes
                          
                          
                          21,993
                          
                          
                          
                          (435,000
                          )
                          
                          
                          (588,007
                          )Withdrawals
      for working capital (a)
                          
                          
                          (300,000
                          )
                          
                          
                          
                          
                          
                          
                          (600,000
                          )Total
      investments held in trust
                          
                          $
                          52,487,764
                          
                          
                          $
                          53,099,208
                          
                          
                          $
                          52,487,764
 
 (a)
                Limited
      to $600,000
 
 Note
7 – 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 affect a Business Combination only if stockholders owning one share
less than 30% of the shares sold in this 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 their pro-rata portion of the interest earned on the trust
account, 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. Total
interest earned through August 31, 2009, net of taxes of $475,741 and working
capital of $600,000, totaled $210,045. The dissenting stockholder’s pro-rata
share of this amount is reflected on the balance sheet as deferred
interest.
 
 Note
8 – Common Stock
 
 The
Company has 10,676,300 shares reserved for issuance for the exercise of the
underwriter’s purchase option units and the private placement warrants, as well
as the warrants sold in the initial public offering.
 
 Note
9 – Preferred Stock
 
 The
Company is authorized to issue 1,000,000 shares of preferred stock with such
designations, voting and other rights and preferences as may be determined from
time to time by the Board of Directors.
  F-11
 
 Note
10 – Fair Value of Financial Instruments
 
 Effective
January 1, 2008 the Company adopted Statement No. 157, Fair Value
Measurements.  Statement No. 157 applies to all assets and
liabilities that are being measured and reported on a fair value
basis.  Statement No. 157 requires new disclosure that establishes a
framework for measuring fair value in GAAP, and expands disclosure about fair
value measurements.  This statement enables the reader of the
financial statements to assess the inputs used to develop those measurements by
establishing a hierarchy for ranking the quality and reliability of the
information used to determine fair values.  The statement requires
that assets and liabilities carried at fair value will be classified and
disclosed in one of the following three categories:
 Level
      1:
                  Quoted
      market prices in active markets for identical assets or
      liabilities.
  Level
      2:
                    Observable
      market based inputs or unobservable inputs that are corroborated by market
      data.
  Level
      3:
                  Unobservable
      inputs that are not corroborated by market
data.
 
 In
determining the appropriate levels, the Company performs a detailed analysis of
the assets and liabilities that are subject to Statement No. 157.  At
each reporting period, all assets and liabilities for which the fair value
measurement is based on significant unobservable inputs are classified as Level
3.
 
 The table
below presents the balances of assets and liabilities measured at fair value on
a recurring basis by level within the hierarchy.
  August
      31, 2009Total
                      
                      
                      Level
      1
                      
                      
                      Level
      2
                      
                      
                      Level
      3Funds
      Held in Trust
                      
                      $
                      52,487,764
                      
                      
                      $
                      52,487,764
                      
                      
                      $
                      —
                      
                      
                      $
                      —Total
      assets
                      
                      $
                      52,487,764
                      
                      
                      $
                      52,487,764
                      
                      
                      $
                      —
                      
                      
                      $
                      —
 
 The
Company’s restricted funds held in trust are invested in an institutional
liquidity fund invested in U.S. treasuries and repurchase agreements
collateralized by U.S. treasuries that are considered to be highly liquid and
easily tradable.  These securities are valued using inputs observable
in active markets for identical securities and therefore are classified as Level
1 within the fair value hierarchy.
  F-12
 
 Note
11 – Proposed Transaction
 
 On August
7, 2009, Camden, Dlorah, Inc. a privately owned South Dakota corporation
(“Dlorah”), and Dlorah Subsidiary, Inc., a newly formed Delaware Corporation and
wholly-owned subsidiary of Camden (“Merger Sub”), entered into an Agreement and
Plan of Reorganization, which agreement was amended and restated in its entirety
on August 11, 2009 (as amended, the “Merger Agreement”).  Pursuant to
the terms of the Merger Agreement, the Dlorah stockholders have agreed to
contribute all of the outstanding capital stock of Dlorah to Camden in exchange
for shares of a newly created class of stock, warrants and restricted shares of
currently authorized common stock of Camden.  At closing, Merger Sub
will merge with and into Dlorah with Dlorah surviving as a wholly-owned
subsidiary of Camden (the “Transaction”).  In connection with the
Transaction, Camden intends to apply to have its common stock and warrants
listed on either the Nasdaq Capital Market or the Nasdaq Global Market, as the
parties may mutually determine.
 
 Dlorah,
Inc., through its education division known as National American University
(“NAU”), operates a private, for-profit university with 16 campuses in seven
states, as well as extensive online course offerings.  NAU offers
undergraduate and graduate career-oriented technical and professional degree
programs in accounting, applied management, business administration, health care
and information technology.  NAU also offers graduate degree programs
that include a Master of Business Administration and a Master of Management
degree.  Dlorah, through its real estate division, develops, leases
and sells luxury condominiums, apartments and townhouses in Rapid City, South
Dakota.
 
 If
approved, the Transaction is expected to be consummated promptly following the
receipt of approval from Camden stockholders and the satisfaction or waiver of
the other conditions described herein and in the Merger Agreement.
  F-13