** **

**UNITED STATESSECURITIES AND EXCHANGE COMMISSION**

**Washington, D.C. 20549**

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**FORM 10-Q**
| **(Mark One)**                                         |
|--------------------------------------------------------|
| **x**                                                  | ** ** | **QUARTERLY  REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF  1934** |
| ** **                                             | ** ** |
| **For the quarterly period ended  June 30, 2007** |
| ** **                                             | ** ** |
| **or**                                                 |
| ** **                                             | ** ** |
| **o**                                                  | ** ** | **TRANSITION  REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF  1934** |

 

**Forthe transition period from         to**

** **

**CommissionFile Number: 001-33704**

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**HICKS ACQUISITION COMPANY I, INC.**

(Exactname of registrant as specified in its charter)

| **Delaware**                     | ** ** | ** ** | ** ** | **20-8521842**      |
|----------------------------------|------------|------------|------------|---------------------|
| (State or other  jurisdiction of |       |       |       | (I.R.S. Employer    |
| incorporation or  organization)  |       |       |       | Identification No.) |
|                             |       |       |       |                |

 
| **100 Crescent Court, Suite 1200, Dallas, Texas 75201**                                                                   |
|--------------------------------------------------------------------------------------------------------------------------------|
| **(214) 615-2300**                                                                                                             |
| (Address,  including zip code, and telephone number, including area code, 

of  registrant’s principal executive offices) |

 

Indicateby check mark whether the registrant (1) has filed all reports required tobe filed by Section 13 or 15(d) of the Securities Exchange Act of1934 during the preceding 12 months (or for such shorter period that theregistrant was required to file such reports), and (2) has been subject tosuch filing requirements for the past 90 days.       Yes o  No x

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

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

As of November 13, 2007, the registrant had 69,000,000 shares ofits common stock, par value $0.0001 per share, outstanding.

** **

** **

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**HICKS ACQUISITION COMPANY I, INC.**

**TABLE OF CONTENTS**
|                                   |   |                                                                                                                                                                    |
|----------------------------------------|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| **PART I. FINANCIAL INFORMATION** |
| ** **                             |
| Item  1.                               |   | Financial  Statements                                                                                                                                                   |
|                                   |   |                                                                                                                                                                    |
|                                   |   | Condensed Balance Sheets  as of June 30, 2007 (unaudited)                                                                                                          |
|                                   |   |                                                                                                                                                                    |
|                                   |   | Condensed  Statements of Operations for the three months ended June 30, 2007 and  the period February 26, 2007 (inception) through June 30, 2007  (unaudited) |
|                                   |   |                                                                                                                                                                    |
|                                   |   | Condensed  Statements of Cash Flows for the period February 26, 2007 (inception)  through June 30, 2007 (unaudited)                                           |
|                                   |   |                                                                                                                                                                    |
|                                   |   | Condensed  Statements of Stockholders’ Equity for the period February 26, 2007  (inception) through June 30, 2007 (unaudited)                                 |
|                                   |   |                                                                                                                                                                    |
|                                   |   | Notes  to Condensed Financial Statements (unaudited)                                                                                                                    |
|                                   |   |                                                                                                                                                                    |
| Item  2.                               |   | Management’s  Discussion and Analysis of Financial Condition and         Results of Operations                                       |
|                                   |   |                                                                                                                                                                    |
| Item  3.                               |   | Quantitative  and Qualitative Disclosures About Market Risk                                                                                                             |
|                                   |   |                                                                                                                                                                    |
| Item  4.                               |   | Controls  and Procedures                                                                                                                                                |
|                                   |   |                                                                                                                                                                    |
| **PART II.  OTHER INFORMATION**   |
| ** **                             |
| Item 1.                                |   | Legal Proceedings                                                                                                                                                       |
|                                   |   |                                                                                                                                                                    |
| Item 1A.                               |   | Risk Factors                                                                                                                                                            |
|                                   |   |                                                                                                                                                                    |
| Item  2.                               |   | Unregistered  Sales of Equity Securities and Use of Proceeds                                                                                                            |
|                                   |   |                                                                                                                                                                    |
| Item  3.                               |   | Defaults  Upon Senior Securities                                                                                                                                        |
|                                   |   |                                                                                                                                                                    |
| Item  4.                               |   | Submission  of Matters to a Vote of Security Holders                                                                                                                    |
|                                   |   |                                                                                                                                                                    |
| Item 5.                                |   | Other Information                                                                                                                                                       |
|                                   |   |                                                                                                                                                                    |
| Item 6.                                |   | Exhibits                                                                                                                                                                |

** **

** **

** **

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**PART I —FINANCIAL INFORMATION**

 

**ITEM 1.**   **FINANCIALSTATEMENTS**

** **

**HICKS ACQUISITION COMPANY I, INC.**

**(a Development Stage Company)**

**CONDENSEDBALANCE SHEETS**

** **

** **
| ** **                                                                                                                                                       | ** ** | **March 1, 2007** | ** ** | **June 30, 2007** | ** ** |
|------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|-------------------|------------|-------------------|------------|
| ** **                                                                                                                                                       | ** ** | ** **        | ** ** | **(unaudited)**   | ** ** |
| **ASSETS**                                                                                                                                                       | ** ** | ** **        | ** ** | ** **        | ** ** |
| Current assets:                                                                                                                                                  |       |              |       |              |       |
| Cash                                                                                                                                                             |       | $                 | 250,000    |              | $          | 136,128 |   |
| Prepaids                                                                                                                                                         |       | —            |       | 21,042            |       |
| Total current  assets                                                                                                                                            |       | 250,000           |       | 157,170           |       |
| Noncurrent  asset:                                                                                                                                               |       |              |       |              |       |
| Deferred  offering costs                                                                                                                                         |       | 122,799           |       | 1,386,916         |       |
| Total assets                                                                                                                                                     |       | $                 | 372,799    |              | $          | 1,544,086 |   |
|                                                                                                                                                             |       |              |       |              |       |
| **LIABILITIES AND STOCKHOLDER’S EQUITY**                                                                                                                    | ** ** | ** **        | ** ** | ** **        | ** ** |
| Current  liabilities:                                                                                                                                            |       |              |       |              |       |
| Accounts payable                                                                                                                                                 |       | $                 | —     |              | $          | 1,129,293 |   |
| Accrued expenses                                                                                                                                                 |       | 124,799           |       | 188,250           |       |
| Accrued expenses—related  party                                                                                                                             |       | —            |       | 36,314            |       |
| Note  payable—related party                                                                                                                                 |       | 225,000           |       | 225,000           |       |
| Total current  liabilities                                                                                                                                       |       | 349,799           |       | 1,578,857         |       |
| Commitments and  contingencies                                                                                                                                   |       |              |       |              |       |
| Stockholder’s  equity (deficit):                                                                                                                            |       |              |       |              |       |
| Preferred stock,  $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding at  March 1, 2007 and June 30, 2007, respectively         |       | —            |       | —            |       |
| Common stock,  $0.0001 par value; 225,000,000 shares authorized; 11,500,000 shares issued  and outstanding at March 1, 2007 and June 30, 2007, respectively |       | 1,150             |       | 1,150             |       |
| Additional paid-in  capital                                                                                                                                      |       | 23,850            |       | 23,850            |       |
| Deficit  accumulated during the development stage                                                                                                                |       | (2,000            | )          | (59,771           | )          |
| Total  stockholder’s equity (deficit)                                                                                                                       |       | 23,000            |       | (34,771           | )          |
| Total  liabilities and stockholder’s equity                                                                                                                 |       | $                 | 372,799    |              | $          | 1,544,086 |   |

 

See notes tocondensed financial statements.

 

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**HICKS ACQUISITION COMPANY I, INC.**

**(a Development Stage Company)**

**CONDENSEDSTATEMENTS OF OPERATIONS**

**(unaudited)**

 

 
| ** **                          | ** ** | **For the Three Months**

**Ended**

**June 30, 2007** | ** ** | **Period from**

**February 26, 2007**

**(inception) through**

**June 30, 2007** | ** ** |
|-------------------------------------|------------|--------------------------------------------------------|------------|------------------------------------------------------------------------------------|------------|
| ** **                          | ** ** | ** **                                             | ** ** | ** **                                                                         | ** ** |
| Operating  Expenses:                | ** ** | ** **                                             | ** ** | ** **                                                                         | ** ** |
| Professional  services              |       | $                                                      | 53,250     |                                                                               | $          | 53,250 |   |
| Formation and  operating costs      |       | 4,345                                                  |       | 6,521                                                                              |       |
| Net loss                            |       | $                                                      | (57,595    | )                                                                                  | $          | (59,771 | ) |
| Loss per common  share:             |       |                                                   |       |                                                                               |       |
| Basic and  diluted                  |       | $                                                      | (0.01      | )                                                                                  | $          | (0.01 | ) |
| Average common  shares outstanding: |       |                                                   |       |                                                                               |       |
| Basic and  diluted                  |       | 11,500,000                                             |       | 11,500,000                                                                         |       |

 

See notes to condensedfinancial statements.

 

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**HICKS ACQUISITION COMPANY I, INC.**

**(a Development Stage Company)**

**CONDENSEDSTATEMENTS OF CASH FLOWS**

**(unaudited)**

 
| ** **                                                | ** ** | **For the Three Months**

**Ended**

**June 30, 2007** | ** ** | **Period from**

**February 26, 2007**

**(inception) through**

**June 30, 2007** | ** ** |
|-----------------------------------------------------------|------------|-------------------------------------------------------------|------------|----------------------------------------------------------------------------------------------|------------|
| ** **                                                | ** ** | ** **                                                  | ** ** | ** **                                                                                   | ** ** |
| CASH FLOWS FROM  OPERATING ACTIVITIES:                    |       |                                                        |       |                                                                                         |       |
| Net loss                                                  |       | $                                                           | (57,595    | )                                                                                            | $          | (59,771 | ) |
| Changes in  operating assets and liabilities:             |       |                                                        |       |                                                                                         |       |
| Prepaid expenses                                          |       | (21,042                                                     | )          | (21,042                                                                                      | )          |
| Accrued expenses                                          |       | 2,000                                                       |       | 2,000                                                                                        |       |
| Accrued  expenses—related party                      |       | 23,387                                                      |       | 25,563                                                                                       |       |
| Net cash used in  operating activities                    |       | $                                                           | (53,250    | )                                                                                            | $          | (53,250 | ) |
| CASH FLOW FROM  FINANCING ACTIVITIES:                     |       |                                                        |       |                                                                                         |       |
| Proceeds from  note payable—related party            |       | $                                                           | —     |                                                                                         | $          | 225,000 |   |
| Proceeds from  sale of units—related party           |       | —                                                      |       | 25,000                                                                                       |       |
| Payment of  offering costs                                |       | (60,622                                                     | )          |                                                                                         | (60,622    | ) |
| Net cash (used  in) provided by financing activities      |       | $                                                           | (60,622    | )                                                                                            | $          | 189,378 |   |
| (Decrease) Increase  in cash                              |       | (113,872                                                    | )          | 136,128                                                                                      |       |
| Cash at  beginning of period                              |       | 250,000                                                     |       | —                                                                                       |       |
| Cash at end of  period                                    |       | $                                                           | 136,128    |                                                                                         | $          | 136,128 |   |
| SUPPLEMENTAL  DISCLOSURE OF NONCASH FINANCING ACTIVITIES: |       |                                                        |       |                                                                                         |       |
| Deferred  offering costs included in accrued expenses     |       | $                                                           | 1,192,743  |                                                                                         | $          | 1,326,294 |   |

 

See notes to condensedfinancial statements.

 

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**HICKS ACQUISITION COMPANY I, INC.**

**(a Development Stage Company)**

**STATEMENTSOF STOCKHOLDER’S EQUITY**

** **
| ** **                                          | ** ** | ** **        | ** ** | ** ** | ** ** | **Additional  Paid-in Capital** | ** ** | **Deficit**

**Accumulated**

**During  the**

**Development**

**Stage** | ** ** | ** ** | ** ** |
|-----------------------------------------------------|------------|-------------------|------------|------------|------------|--------------------------------------|------------|---------------------------------------------------------------------------|------------|------------|------------|
| ** **                                          | ** ** | ** **        | ** ** | ** ** | ** ** | ** **                           | ** ** | ** **                                                                | ** ** |
| ** **                                          | ** ** | ** **        | ** ** | ** ** | ** ** | ** **                           | ** ** | **Total**

**Stockholder’s**

**Equity (Deficit)**                   | ** ** |
| ** **                                          | ** ** | **Common  Stock** | ** ** | ** ** | ** ** | ** **                           |
| ** **                                          | ** ** | **Shares**        | ** ** | **Amount** | ** ** | ** **                           | ** ** | ** **                                                                |
| Initial capital  from founding stockholder for cash |       | 11,500,000        |       | $          | 1,150      |                                 | $          | 23,850                                                                    |       | $          | —     |   | $ | 25,000 |   |
| Net loss                                            |       | —            |       | —     |       | —                               |       | (2,000                                                                    | )          | (2,000     | )          |
| Balance at March  1, 2007                           |       | 11,500,000        |       | 1,150      |       | 23,850                               |       | (2,000                                                                    | )          | 23,000     |       |
| Net loss  (unaudited)                               |       | —            |       | —     |       | —                               |       | (57,771                                                                   | )          | (57,771    | )          |
| Balance at  June 30, 2007 (unaudited)          |       | 11,500,000        |       | $          | 1,150      |                                 | $          | 23,850                                                                    |       | $          | (59,771    | ) | $ | (34,771 | ) |

** **

See notes to condensedfinancial statements.

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**HICKS ACQUISITION COMPANY I, INC.(a Development Stage Company)NOTES TO CONDENSED FINANCIAL STATEMENTS(Unaudited)**

**Note1—Interim Financial Information**

These unaudited condensedfinancial statements as of June 30, 2007, the results of operations for thethree months ended June 30, 2007 and the period February 26, 2007 (inception)through June 30, 2007, and cash flows for the three months ended June 30, 2007and the period February 26, 2007 (inception) through June 30, 2007, have beenprepared in accordance with U.S. Generally Accepted Accounting Principles forinterim financial information and with the instructions to Form 10-Q.  Accordingly, they do not include all of theinformation and notes required by U.S. Generally Accepted Accounting Principlesfor complete financial statements of Hicks Acquisition Company I, Inc. (the “Company”).  In the opinion of management, all adjustmentsnecessary for a fair presentation have been included and are of a normalrecurring nature.  Interim results arenot necessarily indicative of the results that may be expected for the year.

These unaudited condensedfinancial statements should be read in conjunction with the financialstatements and notes thereto for the period ended October 3, 2007 included inAmendment No. 2 to the Current Report on Form 8-K filed by the Company onNovember 13, 2007.

**Note2—Organization and Nature of Business Operations,**Basis ofPresentation

The Company is a newlyorganized blank check company formed on February 26, 2007 under theGeneral Corporation Law of the State of Delaware for the purpose of acquiring,or acquiring control of, through a merger, capital stock exchange, assetacquisition, stock purchase, reorganization or similar business combination oneor more businesses or assets.  TheCompany’s efforts in identifying prospective target businesses will not belimited to a particular industry. Instead, the Company intends to focus on various industries and targetbusinesses that may provide significant opportunities for growth.  However, the Company will not complete abusiness combination with an entity engaged in the energy industry as itsprincipal business or whose principal business operations are conducted outsideof the United States or Canada.

At June 30, 2007,the Company had not commenced any operations. All activity through June 30, 2007 relates to the Company’sformation and the proposed offering described below.  The Company has selected December 31 asits fiscal year end.

The Company’s ability tocommence operations is contingent upon obtaining adequate financial resourcesthrough a proposed offering, which is discussed in Note 4.  The Company’s management has broad discretionwith respect to the specific application of the net proceeds of the proposedoffering, although substantially all of the net proceeds of the proposedinitial public offering are intended to be generally applied towardconsummating one or more business combinations with an operating company.  The Company anticipates that the initialbusiness combination must occur with one or more target businesses thatcollectively have a fair market value of at least 80% of the initial amountheld in the trust account (excluding the amount held in the trust accountrepresenting the underwriters’ deferred commission).  If the Company acquires less than 100% of oneor more target businesses, the aggregate fair market value of the portion orportions the Company acquires must equal at least 80% of the amount held in thetrust account.  In no event, however,will the Company acquire less than a controlling interest of a target business(that is, not less than half of the voting equity interests of the targetbusiness).

The Company will seekstockholder approval before it will effect an initial business combination,even if the business combination would not ordinarily require stockholderapproval under applicable law.  Inconnection with the stockholder vote required to approve any initial businesscombination, the Company’s existing stockholders, HH-HACI, L.P., and certain ofthe Company’s directors have agreed to vote the founder’s shares (as defined inNote 6 below) owned by them immediately before this offering in accordancewith the majority of the shares of common stock voted by the publicstockholders.  “Public stockholders” isdefined as the holders of common stock sold in the proposed offering or in theaftermarket.  The Company will proceedwith an initial business combination only if (i) the business combinationis approved by a majority of votes cast by the Company’s public stockholders ata duly held stockholders meeting, (ii) an amendment to the Company’samended and restated certificate of incorporation to provide for the Company’sperpetual existence is approved by holders of a majority of the Company’soutstanding shares of common stock, (iii) public stockholders owning nomore than 30% (minus one share) of the Company’s outstanding shares of commonstock sold in the offering both vote against the business combination andexercise their conversion rights, and (iv) the Company has confirmed thatit has sufficient cash 

 

5

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resources to pay both(x) the consideration required to close its initial business combination,and (y) the cash due to public stockholders who vote against the businesscombination and who exercise their conversion rights.  If the conditions to consummate the proposedbusiness combination are not met but sufficient time remains before the Company’scorporate life expires, the Company may attempt to effect another businesscombination.

If the initial businesscombination is approved and completed, each public stockholder voting againstsuch qualifying business combination will be entitled to convert its shares ofcommon stock into a pro rata share of the aggregate amount then on deposit inthe trust account (including deferred underwriting commissions and interestearned on the trust account, net of income taxes payable on such interest and netof interest income of up to approximately $6.6 million released to fundthe Company’s working capital requirements). Public stockholders who convert their stock into their share of thetrust account will continue to have the right to exercise any warrants they mayhold.

The Company willliquidate and promptly distribute only to the public stockholders the amount inthe trust account, less any income taxes payable on interest income and anyinterest income of up to approximately $6.6 million, on the balance (netof taxes payable) of the trust account previously released to the Company tofund its working capital requirements, plus any remaining net assets if theCompany does not consummate a business combination within 24 months afterthe date of the prospectus filed with the U.S. Securities and ExchangeCommission.  If the Company fails toconsummate such business combination within 24 months of the date of theprospectus, the Company’s amended and restated certificate of incorporationalso provides that the Company’s corporate existence will automatically cease24 months from the date of this prospectus except for the purpose ofwinding up its affairs and liquidating. In the event of liquidation, it is likely that the per share value ofthe residual assets remaining available for distribution (including trustaccount assets) will be less than the initial public offering price per sharein the proposed offering (assuming no value is attributed to the warrantscontained in the units to be offered in the proposed offering discussed inNote 4).

**NOTE3—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES**

**[a] Cashand cash equivalents:**

The Company considers allhighly liquid investments with original maturities of three months or less tobe cash equivalents.

**[b] Loss per common share:**

Loss per share is computed by dividing net lossapplicable to common stockholders by the weighted average number of commonshares outstanding for the period.

The 11,500,000 warrants (after giving effect to thestock split discussed in Note 8) to purchase common stock were anti-dilutiveand excluded from the calculation of diluted loss per share for the periodended June 30, 2007.

**[c] Useof estimates:**

The preparation offinancial statements in conformity with accounting principles generally acceptedin the United States of America requires management to make estimates andassumptions that affect the reported amounts of assets and liabilities anddisclosure of contingent assets and liabilities at the date of the financialstatements and the reported amounts of revenue and expenses during thereporting period.  Actual results coulddiffer from those estimates.

**[d] Income taxes:**

Deferred income taxes are provided for the differencesbetween the bases of assets and liabilities for financial reporting and incometax purposes.  A valuation allowance isestablished when necessary to reduce deferred tax assets to the amount expectedto be realized.

 

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The effective tax ratediffers from the statutory rate of 35% due to the increase in the valuationallowance.

**[e]Deferred offering costs:**

Deferred offering costsconsist principally of legal and underwriting fees incurred through the balancesheet date that are related to the proposed offering and that will be chargedto capital upon the receipt of the capital raised.

**[f]Recent Accounting Pronouncements**

Management does notbelieve that any recently issued, but not effective, accounting standards, ifcurrently adopted, would have a material effect on the Company’s financialstatements.

**NOTE4—PROPOSED PUBLIC OFFERING**

The proposed offeringcalls for the Company to offer for sale 48,000,000 units at a price of $10.00per unit.  Each unit consists of oneshare of the Company’s common stock, $0.0001 par value, and one warrant.  Each warrant will entitle the holder topurchase from the Company one share of common stock at an exercise price of$7.50 per share commencing on the later of: (i) the completion of theinitial business combination, or (ii) 12 months from the effectivedate of the offering.  The warrantsexpire four years from the effective date of the offering, unless earlierredeemed.  The warrants will beredeemable in whole and not in part at a price of $0.01 per warrant upon aminimum of 30 days’ notice after the warrants become exercisable, only inthe event that the last sale price of the common stock equals or exceeds $13.75per share for any 20 trading days within a 30 trading day period.  See Note 8 for a discussion of the completionof the public offering.

**NOTE5—NOTE PAYABLE TO AFFILIATE AND RELATED PARTY TRANSACTIONS**

The Company issued anaggregate of $225,000 in an unsecured promissory note to Mr. Hicks, theCompany’s founder and chairman of the board, on March 1, 2007.  The note was non-interest bearing and waspayable on the earlier of December 31, 2007 or the consummation of theoffering by the Company.  Due to theshort-term nature of the note, the fair value of the note approximated thecarrying amount.  The Company repaid thenote on October 3, 2007 out of the proceeds of the Offering, as defined.

The Company has agreed topay up to $10,000 a month in total for office space and general andadministrative services to Hicks Holdings Operating LLC, an affiliate of theCompany’s founder and chairman of the board, Mr. Hicks. The servicescommenced on October 3, 2007 and will terminate upon the earlier of:(i) the Company’s consummation of an initial business combination; or(ii) the liquidation of the Company.

HH-HACI, L.P., a Delawarelimited partnership (the “Sponsor”), has committed to purchase an aggregate of7,000,000 warrants (the “Sponsor Warrants”) at $1.00 per warrant (for a totalpurchase price of $7,000,000) from the Company pursuant to Regulation D.  Mr. Hicks, the Company’s founder and chairmanof the board, is the sole member of HH-HACI GP, LLC, the general partner ofHH-HACI, L.P.  In addition, Mr. Hicks,Mr. Armes, the Company’s president, chief executive officer, chief financialofficer and one of the Company’s directors, Mr. Neumann, a senior vicepresident of the Company, Mr. Swartz, a senior vice president of the Company,Ms. Vest, a senior vice president of the Company, Thomas O. Hicks, Jr., theCompany’s secretary and a vice president, and Mack H. Hicks, a vice presidentof the Company, are each limited partners of HH-HACI, L.P.  These purchases will take place on a privateplacement basis simultaneously with the closing of the proposed offering.  The Sponsor Warrants will not be transferableor saleable by the Sponsor (except as described below) until 180 days after thecompletion of an initial business combination. However, the Sponsor will bepermitted to transfer the warrants held by it to the Company’s officers anddirectors, and other persons or entities affiliated with the Sponsor, but thetransferees receiving such securities will be subject to the same transferrestrictions.  The Sponsor Warrants willbe non-redeemable so long as they are held by the Sponsor or the Sponsor’spermitted transferees.  If the SponsorWarrants are held by holders other than the Sponsor or its permittedtransferees, the Sponsor Warrants will be redeemable by us and exercisable bythe holders on the same basis as the warrants including in the units being soldin this offering.  Otherwise, the SponsorWarrants have terms and provisions that are identical to those of the warrantsbeing sold as part of the units in the proposed offering, except that theSponsor Warrants may be exercised on a cashless basis.  The purchase price of the Sponsor Warrantshas been determined to be the fair value of such 

 

7

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warrants as of thepurchase date.  Mr. Hicks, theCompany’s founder and chairman of the board is required, pursuant to a writtenco-investment securities purchase agreement, to purchase, directly or through acontrolled affiliate, 2,000,000 co-investment units at a price of $10.00 perunit for an aggregate purchase price of $20 million in a private placementthat will occur immediately prior to the consummation of the initial businesscombination.  The co-investment unitswill be identical to the units sold in the proposed public offering, exceptthat (i) the co-investment warrants will not be redeemable by us so longas they are held by Mr. Hicks, a controlled affiliate of Mr. Hickswho purchases the co-investment units or their permitted transferees, and(ii) with limited exceptions, the co-investment shares and co-investmentwarrants (including the common stock issuable upon exercise of the co-investmentwarrants) may not be transferred, assigned or sold until 180 days afterthe completion of our initial business combination.  The proceeds of the sale of the co-investmentunits will not be deposited into the trust account and will not be availablefor distribution to the public stockholders in the event of a liquidation ofthe trust account, or upon conversion of shares held by public stockholders.

**NOTE6—FOUNDER’S UNITS**

On March 1, 2007,the Sponsor purchased 11,500,000 founder’s units (after giving effect to astock split, discussed in greater detail in Note 8, approved by theCompany’s board of directors in July 2007) for an aggregate amount of $25,000,or $0.0022 per unit.  Each founder’s unitconsists of one share of common stock (a “founder’s share”), and one warrant topurchase common stock (a “founder’s warrant”).

The founder’s shares areidentical to the shares of common stock included in the units being sold in theproposed offering, except that:

•                 the Sponsor, except in limited circumstances, may notsell or otherwise transfer any of the founder’s shares or founder’s warrantsuntil 180 days after the completion of our initial business combination(however, the Sponsor will be permitted to transfer the founder’s shares andfounder’s warrants to the Company’s officers and directors, and other personsor entities affiliated with the Sponsor, *providedthat* the transferees receiving such securities will be subject tothe same agreements with respect to such securities as the Sponsor);

•                 the Sponsor must vote the founder’s shares in the samemanner as a majority of the public stockholders in connection with the voterequired to approve a business combination;

•                 the Sponsor must vote the founder’s shares in favor ofan amendment to the Company’s amended and restated certificate of incorporationto provide for its perpetual existence in connection with a vote to approve theCompany’s initial business combination;

•                 the Sponsor will not be able to exercise conversionrights granted to the public stockholders with respect to the founder’s shares;and

•                 the Sponsor has waived its rights to participate inany liquidation distribution with respect to the founder’s shares if theCompany fails to consummate a business combination.

The founder’s warrantsare identical to those included in the units being sold in the proposedoffering, except that:

•                 the founder’s warrants are subject to thetransfer restrictions described below;

•                 the founder’s warrants may not beexercised unless and until the last sale price of the Company’s common stockequals or exceeds $13.75 per share for any 20 days within any 30 tradingday period beginning 90 days after the Company’s initial businesscombination and there is an effective registration statement covering theshares of common stock issuable upon exercise of the warrants;

•                 the founder’s warrants will not beredeemable by the Company as long as they are held by the Sponsor or itspermitted transferees; and

•                 the founder’s warrants may be exercisedby the holder on a cashless basis.

 

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**NOTE7—STOCKHOLDER’S EQUITY**

*PreferredStock*

The Company is authorizedto issue up to 1,000,000 shares of preferred stock, par value $0.0001 with suchdesignations, voting and other rights and preferences as may be determined fromtime to time by the board of directors. No shares were issued and outstanding as of June 30, 2007 (unaudited)and March 1, 2007.

*CommonStock*

The authorized commonstock of the Company includes up to 225,000,000 shares.  The holders of the common shares are entitledto one vote for each share of common stock. In addition, the holders of the common stock are entitled to receivedividends when, as and if declared by the board of directors.  At June 30, 2007 and March 1, 2007, theCompany had 11,500,000 (after giving effect to the stock split discussed inNote 8 below) shares of common stock issued and outstanding.

**NOTE8—SUBSEQUENT EVENTS**

On July 24, 2007,the board of directors approved a 1.15-for-1 stock split resulting in anincrease of common shares from 10,000,000 shares to11,500,000 shares.  The par value ofthe common stock remained $0.0001 per share. The stock split approved July 24, 2007 is reflected in the pershare data in the accompanying financial statements as if it occurred onFebruary 26, 2007.

On August 30, 2007,the Sponsor transferred an aggregate of 230,000 of these founder’s units toWilliam H. Cunningham, William A. Montgomery, Brian Mulroney andWilliam F. Quinn, each of whom is a member of the Company’s board of directors.  Each founder’s unit consists of one share ofcommon stock and one warrant to purchase common stock.

On September 27, 2007,the board of directors approved a stock dividend of 0.2 shares of common stockfor every share of common stock issued and outstanding as of September 27,2007.  The stock dividend was granted inconnection with an increase in the number of units being offered in theproposed offering.  Total common sharesincreased from 11,500,000 shares to 13,800,000 shares, of which 276,000 wereheld by Messrs. Cunningham, Montgomery, Mulroney and Quinn, as a result ofthe stock dividend.  The par value of thestock remained $0.0001 per share.

The registrationstatement for the proposed offering was declared effective on September 27,2007.  The Company consummated itsinitial public offering (the “Offering”) on October 3, 2007 and received netproceeds of approximately $529.4 million and $7.0 million from the sale ofthe Sponsor Warrants on a private placement basis.  The Company sold 55,200,000 units, including7,200,000 units pursuant to the underwriters’ over-allotment option, at theoffering price of $10.00 per unit.  Eachunit consists of one share of the Company’s common stock and one warrant.  Each warrant will entitle the holder to purchasefrom the Company one share of common stock at an exercise price of $7.50commencing the later of the completion of an initial business combination orSeptember 27, 2008 and expiring September 27, 2011.  The Company may redeem the warrants, at aprice of $0.01 per warrant, upon 30 days’ notice after the warrants becomeexercisable, only in the event that the last sale price of the common stock isat least $13.75 per share for any 20 trading days within a 30 trading dayperiod ending on the third day prior to the date on which the notice ofredemption is given.  In accordance withthe warrant agreement relating to the warrants sold and issued in the Offering,the Company is only required to use its best efforts to maintain theeffectiveness of the registration statement covering the warrants.  The Company will not be obligated to deliversecurities, and there are no contractual penalties for failure to deliversecurities, if a registration statement is not effective at the time ofexercise.  Additionally, in the eventthat a registration is not effective at the time of exercise, the holder ofsuch warrant shall not be entitled to exercise such warrant and in no event(whether in the case of a registration statement not being effective orotherwise) will the Company be required to net cash settle the warrantexercise.  Consequently, the warrants mayexpire unexercised and unredeemed.

The Company entered intoan agreement with the underwriters of the Offering (the “Underwriting Agreement”).  The Underwriting Agreement requires theCompany to pay 3.85% of the gross proceeds of the Offering as an underwritingdiscount plus an additional 3.15% of the gross proceeds only upon consummationof an initial business

 

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combination.  The Company paid an underwriting discount of3.85% of the gross proceeds ($21,252,000) in connection with the consummationof the Offering and has placed 3.15% of the gross proceeds ($17,388,000) in thetrust account.  The Company did not payany discount related to the warrants sold in the private placement.  The underwriters have waived their right toreceive payment of the 3.15% of the gross proceeds upon the Company’sliquidation if it is unable to complete a business combination.

Pursuant to a SponsorWarrants Securities Purchase Agreement, dated September 27, 2007, the Sponsorhas purchased from the Company, in the aggregate, 7,000,000 Sponsor Warrantsfor $7,000,000.  The purchase andissuance of the Sponsor Warrants occurred simultaneously with the consummationof the Offering on a private placement basis. All of the proceeds the Company received from these purchases wereplaced in the trust account.  The SponsorWarrants are identical to the warrants included in the units sold in the Offering,except that the Sponsor Warrants: (i) will not be redeemable by the Company solong as they are held by the Sponsor or any of its permitted transferees; (ii)will be subject to certain transfer restrictions and (iii) may be exercised forcash or on a cashless basis.  The Sponsorhas agreed not to transfer, assign or sell any of the Sponsor Warrants,including the common stock issuable upon exercise of the Sponsor Warrants,until 180 days after the completion of our initial businesscombination.  If the Company does notcomplete an initial business combination then the $7,000,000 will be part ofthe liquidating distribution to the Company’s public stockholders, and theSponsor Warrants will expire worthless.

The Sponsor and Messrs.Hicks, Cunningham, Montgomery, Mulroney and Quinn are also party to aregistration rights agreement with the Company, which entitles suchstockholders and Mr. Hicks to require the Company to register a sale of any ofthe Company’s securities held by them. Pursuant to the agreement, these stockholders are entitled to make up tothree demands that the Company register such securities for sale under theSecurities Exchange Act of 1934 (the “Exchange Act”).  In addition, the stockholders have “piggy-back”registration rights to include their securities in other registrationstatements filed by the Company. However, the registration rights agreement provides that the Companywill not permit any registration statement filed under the Exchange Act tobecome effective until termination of the applicable lock-up period, whichoccurs 180 days after the completion of the Company’s initial businesscombination. The Company will bear the costs and expenses of filing any suchregistration statements.

 

 

 

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**ITEM 2.**     **MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTSOF OPERATIONS**

Referencesto the “Company,” “us” or “we” refer to Hicks Acquisition Company I, Inc.  The following discussion and analysis of theCompany’s financial condition and results of operations should be read inconjunction with the condensed financial statements and the notes theretocontained elsewhere in this report. Certain information contained in the discussion and analysis set forthbelow includes forward-looking statements that involve risks and uncertainties.

**Special Note RegardingForward-Looking Statements**

**All statements other thanstatements of historical fact included in this Form 10-Q including, withoutlimitation, statements under “Management’s Discussion and Analysis of FinancialCondition and Results of Operations” regarding our financial position, businessstrategy and the plans and objectives of management for future operations, areforward looking statements.  When used inthis Form 10-Q, words such as “anticipate,” “believe,” “estimate,” “expect,” “intend”and similar expressions, as they relate to us or our management, identifyforward looking statements.  Such forwardlooking statements are based on the beliefs of management, as well asassumptions made by, and information currently available to, ourmanagement.  Actual results could differmaterially from those contemplated by the forward looking statements as aresult of certain factors detailed in our filings with the Securities andExchange Commission.  All subsequentwritten or oral forward looking statements attributable to us or persons actingon our behalf are qualified in their entirety by this paragraph.**

**Overview**

We are a blank checkcompany formed on February 26, 2007, to effect a merger, capital stockexchange, asset acquisition, stock purchase, reorganization or similar businesscombination with one or more businesses or assets.  Our efforts in identifying prospective targetbusinesses will not be limited to a particular industry, but we will not enterinto a business combination with any entity engaged in the energy industry asits principal business or whose principal business operations are conductedoutside of the United States or Canada. We intend to effect an initial business combination using cash from theproceeds of our recently completed initial public offering, our capital stock,debt or a combination of cash, stock and debt.

**Results of Operations**

For the three monthsended June 30, 2007 and for the period from February 26, 2007 (inception)through June 30, 2007, we had a net loss of $57,595 and $59,771,respectively.  We incurred costs of $1,386,916with regard to our initial public offering, which were classified as deferredoffering costs on our balance sheet.

Our entire activity fromFebruary 26, 2007 (inception) through June 30, 2007, has been to prepare forour initial public offering.  We believethat we have sufficient funds available to complete our efforts to effect aninitial business combination with an operating business within the required 24months from September 27, 2007.

**Liquidity and Capital Resources**

On October 3, 2007, weconsummated our initial public offering of 55,200,000 units (including7,000,000 units pursuant to the underwriters’ over-allotment option) at a priceof $10 per unit.  We received netproceeds of approximately $536.4 million from the offering.  For a description of the proceeds generatedin our initial public offering and a discussion of the use of such proceeds, werefer you to Note 8 of the unaudited condensed financial statements included inPart I, Item 1 of this Report.  As ofJune 30, 2007, we had cash of $136,128. Until the consummation of our initial public offering, our only sourceof liquidity was a $225,000 loan made to us in March 2007 by our founder andchairman of the board.  This loan wasrepaid out of the proceeds of the offering. All liabilities were related to costs associated with the offering.

*Off-Balance SheetFinancing Arrangements*

We have no obligations,assets or liabilities which would be considered off-balance sheetarrangements.  We do not participate intransactions that create relationships with unconsolidated entities orfinancial partnerships, often referred to as variable interest entities, whichwould have been established for the purpose of facilitating off-balance sheetarrangements.

 

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We have not entered intoany off-balance sheet financing arrangements, established any special purposeentities, guaranteed any debt or commitments of other entities, or entered intoany non-financial assets.

*Contractual Obligations*

We do not have anylong-term debt, capital lease obligations, operating lease obligations orlong-term liabilities other than a monthly fee of $10,000 for office space andgeneral and administrative services payable to Hicks Holdings Operating LLC, anaffiliate of our founder and chairman of the board. We began incurring this feeon October 3, 2007, and will continue to incur this fee monthly until thecompletion of our initial business combination.

**Critical Accounting Policies**

The preparation offinancial statements and related disclosures in conformity with generallyaccepted accounting principles in the United States requires management to makeestimates and assumptions that affect the reported amounts of assets andliabilities, disclosure of contingent assets and liabilities at the date of thefinancial statements, and income and expenses during the periods reported.Actual results could materially differ from those estimates. We have identifiedthe following as our critical accounting policies:

*Cash and cashequivalents:*

The Company considers allhighly liquid investments with original maturities of three months or less tobe cash equivalents.

*Loss per common share:*

Loss per share is computed by dividing net lossapplicable to common stockholders by the weighted average number of commonshares outstanding for the period.

The 11,500,000 warrants (after giving effect to thestock split discussed in Note 8 of the unaudited condensed financial statementsincluded in Part I, Item 1 of this Report) to purchase common stock wereanti-dilutive and excluded from the calculation of diluted loss per share forthe period ended June 30, 2007.

*Use of estimates:*

The preparation offinancial statements in conformity with accounting principles generallyaccepted in the United States of America requires management to make estimatesand assumptions that affect the reported amounts of assets and liabilities anddisclosure of contingent assets and liabilities at the date of the financialstatements and the reported amounts of revenue and expenses during thereporting period.  Actual results coulddiffer from those estimates.

*Income taxes:*

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

The effective tax ratediffers from the statutory rate of 35% due to the increase in the valuationallowance.

*Deferred offering costs:*

Deferred offering costsconsist principally of legal and underwriting fees incurred through the balancesheet date that are related to the proposed offering and that will be chargedto capital upon the receipt of the capital raised.

*Recent AccountingPronouncements*

Management doesnot believe that any recently issued, but not effective, accounting standards,if currently adopted, would have a material effect on the Company’s financialstatements.

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**ITEM 3.**    **QUANTITATIVE ANDQUALITATIVE DISCLOSURES ABOUT MARKET RISK**

As of June 30, 2007, ourefforts were limited to organizational activities and activities relating toour initial public offering; we had neither engaged in any operations norgenerated any revenues.

Market risk is a broadterm for the risk of economic loss due to adverse changes in the fair value ofa financial instrument.  These changesmay be the result of various factors, including interest rates, foreignexchange rates, commodity prices and/or equity prices.  $536.1 million of the net initial publicoffering proceeds (which includes approximately $17.4 million of the proceedsattributable to the underwriters’ deferred discount from the initial publicoffering) has been placed in a trust account at JPMorgan Chase Bank, N.A., withContinental Stock Transfer & Trust Company as trustee.  As of October 31, 2007, the balance of thetrust account was $537.9 million. The proceeds held in trust have only been invested in U.S. governmentsecurities having a maturity of 90 days or less or in money market funds, whichinvest principally in either short-term securities issued or guaranteed by theUnited States having the highest rating from a recognized credit rating agencyor tax exempt municipal bonds issued by governmental entities located withinthe United States or otherwise meeting the conditions under Rule 2a-7 under theInvestment Company Act.  Thus, we arecurrently subject to market risk primarily through the effect of changes ininterest rates on short-term government securities and other highly ratedmoney-market instruments.  As of October31, 2007, the effective annualized interest rate payable on our investment wasapproximately 4.2%.  Assuming no otherchanges to our holdings as of October 31, 2007, a 1% decrease in the underlyinginterest rate payable on our investment as of October 31, 2007 would result in adecrease of approximately $0.4 million in the interest earned on our investmentfor the following 90-day period, and a corresponding decrease in our netincrease in stockholders’ equity resulting from operations, if any, for thatperiod.  We do not believe that theeffect of other changes, such as foreign exchange rates, commodity pricesand/or equity prices currently pose significant market risk for us.

We have not engaged inany hedging activities since our inception. We do not currently expect to engage in any hedging activities.

**ITEM 4.**    **CONTROLS ANDPROCEDURES**

Disclosurecontrols and procedures are controls and other procedures that are designed toensure that information required to be disclosed in our reports filed orsubmitted under the Securities Exchange Act of 1934 (the “Exchange Act”) isrecorded, processed, summarized and reported within the time periods specifiedin the Securities and Exchange Commission’s rules and forms.  Disclosure controls and procedures include,without limitation, controls and procedures designed to ensure that informationrequired to be disclosed in company reports filed or submitted under theExchange Act is accumulated and communicated to management, including our ChiefExecutive Officer/Chief Financial Officer to allow timely decisions regardingrequired disclosure.

Asrequired by Rules 13a-15 and 15d-15 under the Exchange Act, our Chief ExecutiveOfficer/Chief Financial Officer carried out an evaluation of the effectivenessof the design and operation of our disclosure controls and procedures as ofJune 30, 2007.  Based upon hisevaluation, he concluded that our disclosure controls and procedures (asdefined in Rules 13a-15 (e) and 15d-15 (e) under the Exchange Act) wereeffective.

Ourinternal control over financial reporting is a process designed by, or underthe supervision of, our Chief Executive Officer/Chief Financial Officer andeffected by our board of directors, management and other personnel, to providereasonable assurance regarding the reliability of our financial reporting and thepreparation of our financial statements for external purposes in accordancewith U.S. generally accepted accounting principles. Internal control overfinancial reporting includes policies and procedures that pertain to themaintenance of records that in reasonable detail accurately and fairly reflectthe transactions and dispositions of our assets; provide reasonable assurancethat transactions are recorded as necessary to permit preparation of ourfinancial statements in accordance with U.S. generally accepted accountingprinciples, and that our receipts and expenditures are being made only inaccordance with the authorization of our board of directors and management; andprovide reasonable assurance regarding prevention or timely detection ofunauthorized acquisition, use or disposition of our assets that could have amaterial effect on our financial statements.

Duringthe most recently completed fiscal quarter, there has been no change in ourinternal control over financial reporting that has materially affected, or isreasonably likely to materially affect, our internal control over financialreporting.

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**PART II — OTHER INFORMATION**

**ITEM 1.**   **LEGALPROCEEDINGS**

None.

**ITEM 1A.**   **RISK FACTORS**

Factors that could causeour actual results to differ materially from those in this report are any ofthe risks described in our prospectus dated September 27, 2007 filed with theSEC.  Any of these factors could resultin a significant or material adverse effect on our results of operations orfinancial condition.  Additional riskfactors not presently known to us or that we currently deem immaterial may alsoimpair our business or results of operations.

As of November 13, 2007,there have been no material changes to the risk factors disclosed in ourprospectus dated September 27, 2007 filed with the SEC, except we may disclosechanges to such factors or disclose additional factors from time to time in ourfuture filings with the SEC.

**ITEM 2.**     **UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS**

On March 1, 2007, wesold 10,000,000 units (which were subsequently increased to 13,800,000 unitsthrough a stock split and stock dividend), with each unit consisting of oneshare of common stock and one warrant to purchase one share of common stock atan exercise price of $7.50 per share, to HH-HACI, L.P., a Delaware limitedpartnership, without registration under the Securities Act.  On August 30, 2007, HH-HACI, L.P.transferred an aggregate of 230,000 of these units to William H.Cunningham, William A. Montgomery, Brian Mulroney and William F. Quinn,each of whom is a member of the Company’s board of directors.  A stock dividend on September 27, 2007,increased the number of units held by Messrs. Cunningham, Montgomery, Mulroneyand Quinn to 276,000.

Such securities wereissued in connection with our organization pursuant to the exemption fromregistration contained in Section 4(2) of the Securities Act as they weresold to an accredited investor.  Thesecurities were sold for an aggregate offering price of $25,000 at an averagepurchase price of $0.0022 per unit.

Thomas O. Hicks, ourofficers and various officers of Hicks Holdings LLC and Hicks Equity Partners,LLC are equity holders in HH-HACI, L.P. HH-HACI, L.P. is an accredited investor for purposes ofRule 501 of Regulation D.  Eachof the equity holders in HH-HACI, L.P. are accredited investors underRule 501 of Regulation D.  Thesole business of HH-HACI, L.P. is to act as the Company’s Sponsor inconnection with its initial public offering. The limited partnership agreement of HH-HACI, L.P. provides thatits partnership interests may only be transferred to officers or directors ofthe Company or other persons affiliated with the Sponsor, or in connection withestate planning transfers.

*Use ofProceeds from the Initial Public Offering*

On October 3, 2007, weconsummated our initial public offering of 55,200,000 units, including7,200,000 units subject to the underwriters’ over-allotment option, with eachunit consisting of one share of our common stock and one warrant to purchaseone share of our common stock at an exercise of $7.50 per share.  The warrants will become exercisable on thelater of (i) the completion of the initial business combination, or(ii) 12 months from the effective date of the offering.  The warrants expire four years from theeffective date of the offering, unless earlier redeemed.  The warrants will be redeemable in whole andnot in part at a price of $0.01 per warrant upon a minimum of 30 days’notice after the warrants become exercisable, only in the event that the lastsale price of the common stock equals or exceeds $13.75 per share for any 20trading days within a 30 trading day period. The units from the public offering (including the over-allotment option)were sold at an offering price of $10.00 per unit, generating total grossproceeds of $552,000,000.  CitigroupGlobal Markets Inc., acted as sole bookrunning manager and representatives ofLazard Capital Markets LLC and Ladenburg Thalmann & Co. Inc. (together, the“Underwriters”).  The securities sold inthe offering were registered under the Securities Act of 1933 on a registrationstatement on Form S-1 (No. 333-143747). The Securities and Exchange Commission declared the registration statementeffective on September 27, 2007.

We paid a total of$21,252,000 in underwriting discounts and commissions and approximately $1.6million for other costs and expenses related to the offering and theover-allotment option.  In addition, theunderwriters agreed to 

 

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defer $17,388,000 inunderwriting discounts and commissions, which amount will be payable uponconsummation of our initial business combination if consummated.  We also repaid our chairman of the board$225,000 in satisfaction of an outstanding promissory note after the closing ofour initial public offering.

We also consummated thesimultaneous private sale of 7,000,000 warrants (the “Sponsor Warrants”) toHH-HACI, L.P. at a price of $1.00 per warrant (for an aggregate purchase priceof $7,000,000).  These warrants areidentical to the warrants underlying the units sold in our initial publicoffering except that the Sponsor Warrants will not be redeemable by the Companyso long as they are still held by the original purchasers or their affiliates.HH-HACI, L.P. has agreed that the Sponsor Warrants will not be sold ortransferred by it until after the Company has completed a businesscombination.  The sale of the SponsorWarrants was made pursuant to the exemption from registration contained inSection 4(2) of the Securities Act.

After deducting theunderwriting discounts and commissions and the offering expenses, the total netproceeds from the offering were $536,398,000 and an amount of $536,148,000 (orapproximately $9.71 per unit sold in the initial public offering) was placed intrust.

**ITEM 3.**    **DEFAULTS UPON SENIOR SECURITIES**

None.

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

On September 27, 2007, wesubmitted a proposal to our stockholders to (i) amend and restate ourcertificate of incorporation and (ii) amend and restate our bylaws. Theproposal was approved by unanimous written consent of our five stockholders onsuch date.

**ITEM 5.**    **OTHER INFORMATION**

None.

**ITEM 6.**     **EXHIBITS**

Thefollowing exhibits are filed as part of, or incorporated by reference into,this Quarterly Report on Form 10-Q.
| **Exhibit Number** | ** ** | **Description**                                                                                                                       | ** ** |
|--------------------|------------|---------------------------------------------------------------------------------------------------------------------------------------|------------|
| 31.1*              |       | Certification of Chief Executive Officer and Chief  Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of  2002 |       |
| 32.1*              |       | Certification of Chief Executive Officer and Chief  Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of  2002 |       |

 

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*              Filed herewith.

** **

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**SIGNATURES**

Pursuant to therequirements of Securities Exchange Act of 1934, the registrant has duly causedthis report to be signed on its behalf by the undersigned, thereunto dulyauthorized.
|   | **HICKS ACQUISITION COMPANY I, INC.** |                                                            |
|--------|---------------------------------------|-----------------------------------------------------------------|
|   | Date: November 13, 2007          |                                                            |
|   |                                  |                                                            |
|   | /S/ JOSEPH B. ARMES                   |                                                            |
|   | Name:                                 | Joseph B. Armes                                                 |   |
|   | Title:                                | President, Chief Executive Officer and Chief  Financial Officer |   |

** **

 

 

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