##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-Q
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934.
 For the quarterly period ended March 31, 2009
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934.
 For the transition period from 
to
 Commission file number 001-33800
 Ideation Acquisition Corp.
  Delaware
(State or other jurisdiction of 
incorporation or organization)
    
    77-0688094
(I.R.S. Employer Identification No.)1105 N. Market Street, Suite 1300Wilmington, DE 19801
    
    19801(Address of principal executive offices)
    
    (Zip code)
 
  þ o
 o o
  Large accelerated filer oAccelerated filer oNon-accelerated filer þ(Do not check if a smaller reporting company)Smaller reporting company o  þ o




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##### 



TABLE OF CONTENTS
 PART I
    
    FINANCIAL INFORMATION
    
    
    2ITEM 1.
    
    CONSOLIDATED FINANCIAL STATEMENTS
    
    
    2CONDENSED CONSOLIDATED BALANCE SHEETS AS OF MARCH 31, 2009 (UNAUDITED) AND
DECEMBER 31, 2008
    
    
    2UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH
31, 2009, THE THREE MONTHS ENDED MARCH 31, 2008, AND THE PERIOD FROM JUNE 1, 2007
(INCEPTION) THROUGH MARCH 31, 2009
    
    
    3UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS EQUITY FOR THE
THREE MONTHS ENDED MARCH 31,2009, AND THE PERIOD FROM JUNE 1, 2007 (INCEPTION)
THROUGH MARCH 31, 2009
    
    
    4UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE THREE MONTHS ENDED
MARCH 31, 2009, FOR THE THREE MONTHS ENDED MARCH 31,2008 AND FOR THE PERIOD FROM
JUNE 1, 2007 (INCEPTION) THROUGH MARCH 31, 2009
    
    
    5NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (UNAUDITED)
    
    
    6ITEM 2.
    
    MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
    
    
    15ITEM 3.
    
    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
    
    
    18ITEM 4.
    
    CONTROLS AND PROCEDURES
    
    
    19PART II
    
    OTHER INFORMATION
    
    
    20ITEM 1.
    
    LEGAL PROCEEDINGS
    
    
    20ITEM 1A.
    
    RISK FACTORS
    
    
    20ITEM 2.
    
    UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
    
    
    20ITEM 3.
    
    DEFAULTS UPON SENIOR SECURITIES
    
    
    20ITEM 4.
    
    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
    
    
    20ITEM 5.
    
    OTHER INFORMATION
    
    
    21ITEM 6.
    
    EXHIBITS
    
    
    21SIGNATURES
    
    
    22EX-31.1EX-31.2EX-32.1EX-32.2
  i




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##### Table of Contents



PART 1  FINANCIAL INFORMATION
 
 ITEM 1. FINANCIAL STATEMENTS
 IDEATION ACQUISITION CORP.
(a corporation in the development stage)
 
 Condensed Consolidated Balance Sheets
 March 31, 2009
    
    
    December 31, 2008(unaudited)AssetsCurrent assets:Cash and cash equivalents
    
    $
    198,037
    
    
    $
    308,874Interest receivable
    
    
    
    
    
    
    1,208Income taxes receivable
    
    
    135,199
    
    
    
    124,191Franchise taxes receivable
    
    
    121,000
    
    
    
    121,000Other current assets
    
    
    11,935
    
    
    
    41,699Total current assets
    
    
    466,171
    
    
    
    596,972Investments held in Trust Account  RestrictedU. S. Treasury Securities, at amortized cost
    
    
    55,003,519
    
    
    
    54,993,327U.S. Treasury Mutual Funds, at fair value
    
    
    23,811,481
    
    
    
    23,821,673Deferred tax asset
    
    
    338,199
    
    
    
    440,759Total assets
    
    $
    79,619,370
    
    
    $
    79,852,731Liabilities and Stockholders EquityCurrent liabilities, accrued expenses
    
    $
    1,262,227
    
    
    $
    507,626Long-term liability  deferred underwriters fee
    
    
    2,730,000
    
    
    
    2,730,000Common stock subject to possible redemption
(2,999,999 shares at March 31, 2009 and December 31, 2008, respectively, at
redemption value of $7.88 per share)
    
    
    23,639,992
    
    
    
    23,639,992Commitments and contingenciesStockholders Equity:Preferred Stock, $0.0001 par value, 1,000,000 shares authorized; none issued
    
    
    
    
    
    
    Common Stock, $0.0001 par value, 50,000,000 shares authorized, 12,500,000
shares issued and outstanding including 2,999,999 shares subject to
possible redemption, at March 31, 2009 and December 31, 2008
    
    
    1,250
    
    
    
    1,250Additional paid-in capital
    
    
    52,595,237
    
    
    
    52,595,237Retained earnings (deficit), accumulated during the development stage
    
    
    (609,336
    )
    
    
    378,626Total stockholders equity
    
    
    51,987,151
    
    
    
    52,975,113Total liabilities and stockholders equity
    
    $
    79,619,370
    
    
    $
    79,852,731
  2




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##### Table of Contents



IDEATION ACQUISITION CORP.
(a corporation in the development stage)
 
 Condensed Consolidated Statements of Operations
(unaudited)
 For the Three
    
    
    For the Three
    
    
    Period from June 1,Months Ended
    
    
    Months Ended
    
    
    2007 (Inception) toMarch 31, 2009
    
    
    March 31, 2008
    
    
    March 31, 2009Revenue
    
    $
    
    
    
    $
    
    
    
    $
    Formation and operating costs
    
    
    907,565
    
    
    
    171,773
    
    
    
    2,290,252Loss from operations
    
    
    (907,565
    )
    
    
    (171,773
    )
    
    
    (2,290,252
    )Interest income
    
    
    11,155
    
    
    
    686,009
    
    
    
    1,967,519(Loss) income before (benefit) provision for
income taxes
    
    
    (896,410
    )
    
    
    514,236
    
    
    
    (322,733
    )Provision (benefit) for income taxesCurrent
    
    
    (11,008
    )
    
    
    294,534
    
    
    
    624,802Deferred
    
    
    102,560
    
    
    
    (89,691
    )
    
    
    (338,199
    )Total provision (benefit) for income taxes
    
    
    91,552
    
    
    
    204,843
    
    
    
    286,603Net income (loss)
    
    $
    (987,962
    )
    
    $
    309,393
    
    
    $
    (609,336
    )Maximum number of share subject to possible
redemption:Weighted average number of shares, basic and
diluted
    
    
    2,999,999
    
    
    
    2,999,999
    
    
    
    2,226,244Income per share amount, basic and diluted
    
    $
    0.00
    
    
    $
    0.00
    
    
    $
    0.00Weighted average number of common share outstanding
(not subject to possible redemption):Basic
    
    
    9,500,001
    
    
    
    9,500,001
    
    
    
    7,351,725Diluted
    
    
    9,500,001
    
    
    
    11,494,407
    
    
    
    7,351,725Income (loss) per share amount:Basic
    
    $
    (0.10
    )
    
    $
    0.03
    
    
    $
    (0.08
    )Diluted
    
    $
    (0.10
    )
    
    $
    0.03
    
    
    $
    (0.08
    )
  3




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##### Table of Contents



IDEATION ACQUISITION CORP.
(a corporation in the development stage)
 
 Condensed Consolidated Statements of Stockholders Equity for the Period from
June 1, 2007 (Inception) to March 31, 2009
 Retained Earnings(Deficit)-AccumulatedAdditional
    
    
    During the
    
    
    TotalCommon Stock
    
    
    Paid-in
    
    
    Development
    
    
    StockholdersShares
    
    
    Amount
    
    
    Capital
    
    
    Stage
    
    
    EquityCommon shares issued to founders on June 1, 2007
at $.01 per share
    
    
    2,500,000
    
    
    $
    250
    
    
    $
    24,750
    
    
    $
    
    
    
    $
    25,000Sale of 2,400,000 warrants at $1 per warrant to
initial stockholders
    
    
    
    
    
    
    
    
    
    
    2,400,000
    
    
    
    
    
    
    
    2,400,000Sale of 10,000,000 units through public
offering, net of underwriters discount and
offering expenses, at $8 per unit (including
2,999,999 shares subject to possible redemption)
    
    
    10,000,000
    
    
    
    1,000
    
    
    
    73,810,479
    
    
    
    
    
    
    
    73,811,479Proceeds subject to possible redemption,
2,999,999 shares
    
    
    
    
    
    
    
    
    
    
    (23,639,992
    )
    
    
    
    
    
    
    (23,639,992
    )Net income for the period
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    144,120
    
    
    
    144,120Balances at December 31, 2007
    
    
    12,500,000
    
    
    $
    1,250
    
    
    $
    52,595,237
    
    
    $
    144,120
    
    
    $
    52,740,607Net income for the period
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    234,506
    
    
    
    234,506Balances at December 31, 2008
    
    
    12,500,000
    
    
    $
    1,250
    
    
    $
    52,595,237
    
    
    $
    378,626
    
    
    $
    52,975,113Net loss for the period (unaudited)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (987,962
    )
    
    
    (987,962
    )Balances at March 31, 2008 (unaudited)
    
    
    12,500,000
    
    
    $
    1,250
    
    
    $
    52,595,237
    
    
    $
    (609,336
    )
    
    $
    51,987,151
  4




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##### Table of Contents



IDEATION ACQUISITION CORP.
(a corporation in the development stage)
 
 Condensed Consolidated Statements of Cash Flows
(unaudited)
 For the Three
    
    
    For the Three
    
    
    Period from June 1,Months Ended
    
    
    Months Ended
    
    
    2007 (Inception) toMarch 31, 2009
    
    
    March 31, 2008
    
    
    March 31, 2009Cash flows from operating activities:Net income (loss)
    
    $
    (987,962
    )
    
    $
    309,393
    
    
    $
    (609,336
    )Adjustments to reconcile net income (loss) to
net cash provided by (used in) operating
activities:Deferred income tax (benefit)
    
    
    102,560
    
    
    
    (89,691
    )
    
    
    (338,199
    )Change in operating assets and liabilities:Interest receivable
    
    
    1,208
    
    
    
    96,517Income taxes receivable
    
    
    (11,008
    )
    
    
    
    
    
    
    (135,199
    )Franchise taxes receivable
    
    
    
    
    
    
    
    
    
    
    (121,000
    )Other current assets
    
    
    29,764
    
    
    
    (5,776
    )
    
    
    (11,935
    )Accrued expenses
    
    
    754,601
    
    
    
    67,606
    
    
    
    1,262,227Income taxes payable
    
    
    
    
    
    
    114,171
    
    
    
    Franchise taxes payable
    
    
    
    
    
    
    (17,127
    )
    
    
    Net cash provided by (used in) operating
activities
    
    
    (110,837
    )
    
    
    475,093
    
    
    
    46,558Cash used in investing activities:Investments in Trust Account  Restricted
    
    
    
    
    
    
    
    
    
    
    (78,815,000
    )Cash flows from financing activities:Proceeds from notes payable to stockholders
    
    
    
    
    
    
    
    
    
    
    200,000Proceeds from common shares issued to founders
    
    
    
    
    
    
    
    
    
    
    25,000Proceeds from public offering
    
    
    
    
    
    
    
    
    
    
    80,000,000Proceeds from issuance of insider warrants
    
    
    
    
    
    
    
    
    
    
    2,400,000Repayment of notes payable to stockholders
    
    
    
    
    
    
    
    
    
    
    (200,000
    )Payment of underwriters discount and offering
costs
    
    
    
    
    
    
    
    
    
    
    (3,458,521
    )Net cash provided by financing
    
    
    
    
    
    
    
    
    
    
    78,966,479Net (decrease) increase in cash and cash
equivalents
    
    
    (110,837
    )
    
    
    475,093
    
    
    
    198,037Cash and cash equivalents, beginning of period
    
    
    308,874
    
    
    
    124,139
    
    
    
    Cash and cash equivalents, end of period
    
    $
    198,037
    
    
    $
    599,232
    
    
    $
    198,037Supplemental schedule of non-cash financing
activities:Deferred offering costs
    
    $
    
    
    
    $
    
    
    
    $
    2,730,000Supplemental disclosure of cash paid during the
period for:Income and franchise taxes
    
    $
    43,533
    
    
    $
    150,000
    
    
    $
    1,010,870
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##### Table of Contents



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




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




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IDEATION ACQUISITION CORP.
(a corporation in the development stage)
 NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS  (Continued)
(unaudited)
 Redeemable common stock
  Newly Adopted Accounting Pronouncements
   Fair value of financial instruments
  Note 3  Initial Public Offering
  8




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IDEATION ACQUISITION CORP.
(a corporation in the development stage)
NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS  (Continued)
(unaudited)
  Note 4  Related Party Transactions
      9




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IDEATION ACQUISITION CORP.
 (a corporation in the development stage)
NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS  (Continued)
(unaudited)
    Note 5  Income taxes
    10




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IDEATION ACQUISITION CORP.
 (a corporation in the development stage)
NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS  (Continued)
(unaudited)
   For the Three
    
    
    For the Three
    
    
    Period from June 1,Months Ended
    
    
    Months Ended
    
    
    2007 (Inception) toMarch 31, 2009
    
    
    March 31, 2008
    
    
    March 31, 2009Current Tax (Benefit) ProvisionFederal
    
    $
    (11,008
    )
    
    $
    229,171
    
    
    $
    624,802State
    
    
    
    
    
    
    65,363
    
    
    
    Total Current
    
    
    (11,008
    )
    
    
    294,534
    
    
    
    624,802Deferred Tax (Benefit) Provision:Federal
    
    
    102,560
    
    
    
    (69,787
    )
    
    
    (338,199
    )State
    
    
    
    
    
    
    (19,904
    )
    
    
    Total Deferred
    
    $
    102,560
    
    
    $
    (89,691
    )
    
    $
    (338,199
    )Total Provision
    
    $
    91,552
    
    
    $
    204,843
    
    
    $
    286,603
  For the Three
    
    
    For the Three
    
    
    Period from June 1,Months Ended
    
    
    Months Ended
    
    
    2007 (Inception) toMarch 31, 2009
    
    
    March 31, 2008
    
    
    March 31, 2009(Benefit) Provision at statutory rate
    
    $
    (304,779
    )
    
    $
    174,840
    
    
    $
    (109,728
    )Permanent Differences
    
    
    396,331
    
    
    
    
    
    
    $
    396,331State taxes, net of federal benefit
    
    
    
    
    
    
    30,003
    
    
    
    (Benefit) Provision for income taxes
    
    $
    (  91,552
    )
    
    $
    204,843
    
    
    $
    (286,603
    )
 Note 6  Investment held in Trust Account;U.S Treasury Securities
   11




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IDEATION ACQUISITION CORP.
 (a corporation in the development stage)
(unaudited)
NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS  (Continued)
  GrossUnrealizedCarrying
    
    holdingamount
    
    gains(Losses)
    
    Fair valueHeld-to-maturity:U.S. Treasury securities
    
    $
    55,003,519
    
    
    $
    (619
    )
    
    $
    55,002,900
 Note 7  Fair Value Measurements
 Fair Value Measurements Effective Date of FASB Statement No. 157,
   SignificantQuoted Prices in
    
    Significant Other
    
    UnobservableActive Markets
    
    Observable Inputs
    
    InputsDescription
    
    March 31, 2009
    
    (Level 1)
    
    (Level 2)
    
    (Level 3)Assets:U.S. Treasury Mutual Funds held in trust
    
    $
    23.8
    
    
    $
    23.8
    
    
    $
    
    
    
    $
    
 SignificantQuoted Prices in
    
    Significant Other
    
    UnobservableActive Markets
    
    Observable Inputs
    
    InputsDescription
    
    December 31, 2008
    
    (Level 1)
    
    (Level 2)
    
    (Level 3)Assets:U.S. Treasury Mutual Funds held in trust
    
    $
    23.8
    
    
    $
    23.8
    
    
    $
    
    
    
    $
    
  12




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IDEATION ACQUISITION CORP.
(a corporation in the development stage)
NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS  (Continued)
(unaudited)
 Note 8 Commitments and contingencies
       Note 9 Preferred stock
  Note 10  Agreement and Plan of Merger
  13




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IDEATION ACQUISITION CORP.
(a corporation in the development stage)
NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS  (Continued)
(unaudited)
   Note 11  Going concern issues arising from the requirements of our certificate of incorporation
   
 14




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ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
  Special Note About Forward-Looking Statements
  Overview
       15




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Results of Operations
    Liquidity and Capital Resources
  16




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Recently Adopted Accounting Pronouncements
   Redeemable common stock
  17




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Critical Accounting Policies
 Basis of presentation
  Concentration of Credit Risk
  Cash and cash equivalents
  Preferred Stock
  Net Income per Common Share
   
 ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
   18




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ITEM 4. CONTROLS AND PROCEDURES
    Limitations on the Effectiveness of Controls
  19




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IDEATION ACQUISITION CORP.
 
 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
    20




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ITEM 5. OTHER INFORMATION
  
 ITEM 6. EXHIBITS
 2.1
    
    Share Exchange Agreement3.1
    
    Certificate of Incorporation*3.2
    
    Bylaws*3.3
    
    Form of Amended and Restated Certificate of Incorporation*4.1
    
    Specimen Unit Certificate*4.2
    
    Specimen Common Stock Certificate*4.3
    
    Form of Warrant Certificate*4.4
    
    Form of Warrant Agreement between the Registrant and Continental Stock Transfer & Trust Company*31.1
    
    Certification of Chief Executive Officer Pursuant to SEC Rule 13a-14(a)/15d-14(a)**31.2
    
    Certification of Chief Financial Officer Pursuant to SEC Rule 13a-14(a)/15d-14(a)**32.1
    
    Certification of Chief Executive Officer Pursuant to 18 U.S.C. §1350**32.2
    
    Certification of Chief Financial Officer Pursuant to 18 U.S.C. §1350**
 
 
    
    Incorporated by reference to the exhibit of the same number filed with the ID Arizona Corp.s
Registration Statement on Form S-4 filed on March 31, 2009 (File No. 333-158336)*
    
    Incorporated by reference to exhibits of the same number filed with the Registrants Registration
Statement on Form S-1 or amendments thereto (File No. 333-144218)**
    
    Filed herewith 21




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SIGNATURES
  IDEATION ACQUISITION CORP.Date: May 14, 2009
    /s/ Robert N. FriedRobert N. FriedPresident, Chief Executive Officer and Director
(Principal Executive Officer)Date: May 14, 2009
    /s/ Rao UppaluriRao UppaluriTreasurer and Director
(Principal Financial Officer) 22