**SECURITIES
      AND EXCHANGE COMMISSION**


**Washington,
      D.C. 20549**





**FORM
      10-KSB**





x
            Annual
                Report Pursuant to Section 13 or 15(d) of the Securities Exchange
                Act of
                1934




For
      the
      fiscal year ended: June 30, 2008




 ̈
            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 001-33563




**ALYST
      ACQUISITION CORP.**


(Name
      of
      Small Business Issuer in Its Charter)





**Delaware**
              (State
                of Incorporation)
            **20-5385199**
              (Small
                Business Issuer
              I.R.S.
                Employer I.D. Number)**233
                East 69****th****Street, #6J, New York, New York**
              (Address
                of principal executive offices)
            **10021**
              (Zip
                Code)





**646-290-6104**


(Issuer’s
      Telephone Number, Including Area Code)





Securities
      registered pursuant to Section 12(b) of the Act:





**Title
                of Each Class**
            
            **Name
                of Each Exchange on Which Registered**Units,
                each consisting of one share of Common Stock, par value $.0001 per
                share,
                and one Warrant to purchase one share ofCommon
                Stock
            
            American
                Stock ExchangeCommon
                Stock, $.0001 par value per share
            
            American
                Stock ExchangeWarrants
                to purchase shares of Common Stock
            
            American
                Stock Exchange





Securities
      registered pursuant to Section 12(g) of the Act:


**None**




Check
      whether the Issuer is not required to file reports pursuant to Section 13 or
      15(d) of the Exchange Act  ̈




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




Check
      if
      there is no disclosure of delinquent filers in response to Item 405 of
      Regulation S-B contained in this form, and no disclosure will be contained,
      to
      the best of the registrant’s knowledge, in definitive proxy or information
      statements incorporated by reference in Part III of this Form 10-K or any
      amendment to this Form 10-K. x




Indicate
      by check mark whether the registrant is a shell company (as defined in Rule
      12b-2 of the Exchange Act) Yes x No  ̈




Issuer’s
      revenues for the fiscal year ended June 30, 2008 was $0.




As
      of
      September 23, 2008, the aggregate market value of the voting and non-voting
      common equity (8,044,400 shares of Common Stock) held by non-affiliates of
      the
      Registrant was $60,333,000, based upon the closing sales price of the Common
      Stock on such date of $7.50 per share, as reported by the American Stock
      Exchange.




As
      of
      September 25, 2008, there were 9,513,000 shares of Common Stock outstanding,
      281,400 Units outstanding and 9,583,000 Warrants outstanding.




Transitional
      Small Business Disclosure Format (check one): Yes  ̈ No x









**TABLE
      OF CONTENTS**





**PAGE****PART
                I**ITEM
                1
            Description
                of Business
            1ITEM
                2
            Description
                of Property
            10ITEM
                3
            Legal
                Proceedings
            10ITEM
                4
            Submission
                of Matters to a Vote of Security Holders
            10**PART
                II**ITEM
                5
            Market
                for Common Equity, Related Stockholder Matters and Small Business
                Issuer
                Purchases of Equity Securities
            11ITEM
                6
            Management’s
                Discussion and Analysis or Plan of Operation
            13ITEM
                7
            Financial
                Statements
            14ITEM
                8
            Changes
                in and Disagreements with Accountants on Accounting and Financial
                Disclosure
            15ITEM
                8A(T)
            Controls
                and Procedures
            15ITEM
                8B
            Other
                Information
            16**PART
                III**ITEM
                9
            Directors,
                Executive Officers, Promoters and Control Persons; Compliance with
                Section
                16(a) of the Exchange Act
            17ITEM
                10
            Executive
                Compensation
            21ITEM
                11
            Security
                Ownership of Certain Beneficial Owners and Management and Related
                Stockholder Matters
            23ITEM
                12
            Certain
                Relationships and Related Transactions, and Director
                Independence
            26ITEM
                13
            Exhibits
            28ITEM
                14
            Principal
                Accountant Fees and Services
            30**FINANCIAL
                STATEMENTS**
            F-1**SIGNATURES****EXHIBITS**


(i)




***Forward
      Looking Statements***




*This
      Annual Report on Form 10-KSB contains forward-looking statements within the
      meaning of Section 27A of the Securities Act of 1933 and Section 21E of the
      Securities Exchange Act of 1934 about Alyst and its activities. Forward-looking
      statements are statements that are not historical facts and may be identified
      by
      the use of forward-looking terminology, including the words "believes,"
      "expects," "intends," "may," "will," "should" or comparable terminology. Such
      forward-looking statements are based upon the current beliefs and expectations
      of Alyst's management and are subject to risks and uncertainties which could
      cause actual results to differ from the forward-looking statements.
      Forward-looking statements are not guarantees of future performance and actual
      results of operations, financial condition and liquidity, and developments
      in
      the industry may differ materially from those made in or suggested by the
      forward-looking statements contained in this Annual Report. These
      forward-looking statements are subject to numerous risks, uncertainties and
      assumptions. The forward-looking statements in this Annual Report speak only
      as
      of the date of filing with the SEC and might not occur in light of these risks,
      uncertainties, and assumptions. Alyst undertakes no obligation and disclaims
      any
      obligation to publicly update or revise any forward-looking statements, whether
      as a result of new information, future events, or otherwise.*




**PART
      I**





**ITEM
      1. DESCRIPTION OF BUSINESS**




**Background**




Alyst
      Acquisition Corp. is a blank check company organized under the laws of the
      State
      of Delaware on August 16, 2006. We were formed with the purpose of effecting
      a
      merger, capital stock exchange, asset acquisition or other similar business
      combination with an operating business. Our efforts in identifying a prospective
      target business are not limited to a particular industry although we initially
      focused our efforts on acquiring an operating business in the telecommunications
      industry because that is where our management has its most extensive
      experience.




On
      July
      5, 2007, we consummated our initial public offering (“IPO”) of 8,044,400 units,
      including 1,044,400 units subject to the underwriters’ over-allotment option,
      with each unit consisting of one share of our common stock and one warrant
      to
      purchase one share of our common stock at an exercise price of $5.00 per share.
      Simultaneously with the consummation of the IPO, we consummated a private
      placement to accredited investors of 1,820,000 warrants (“insider warrants”) at
      a price of $1.00 per insider warrant, generating total proceeds of $1,820,000.
      Each insider warrant is exercisable at a price of $5.00 per share, or on a
      cashless basis, and may not be exercised until 90 days after we have completed
      a
      business combination. The units from the initial public offering (including
      the
      over-allotment option) were sold at an offering price of $8.00 per unit,
      generating total gross proceeds of $64,355,200.




After
      deducting the underwriting discounts and commissions and the offering expenses,
      the total net proceeds to us from the offering and the sale of the insider
      warrants was $63,202,164, of which $63,154,286 was deposited into the trust
      account and the remaining proceeds of $47,878 became available to be used for
      working capital purposes. Through June 30, 2008 we have incurred $323,851 of
      formation and operating costs. We also earned an aggregate of $2,411,857 of
      interest earned on the proceeds in the trust account of which $1,680,000 is
      available to us to fund our working capital requirements, as well as any amounts
      necessary to pay tax obligations. As of June 30, 2008, there was $63,154,286
      held in the trust account, restricted.




1




We
      are
      not presently engaged in, and we will not engage in, any substantive commercial
      business for an indefinite period of time. We intend to utilize cash derived
      from the proceeds of our IPO, our capital stock, debt or a combination of these
      in effecting a business combination. Although substantially all of the net
      proceeds of our IPO are intended to be applied generally toward effecting a
      business combination, the proceeds are not otherwise being designated for any
      more specific purposes. A business combination may involve the acquisition
      of,
      or merger with, a company which does not need substantial additional capital
      but
      which desires to establish a public trading market for its shares, while
      avoiding what it may deem to be adverse consequences of undertaking a public
      offering itself. These include time delays, significant expense, loss of voting
      control and compliance with various Federal and state securities laws. In the
      alternative, we may seek to consummate a business combination with a company
      that may be financially unstable or in its early stages of development or
      growth. While we may seek to effect simultaneous business combinations with
      more
      than one target business, we will probably have the ability, as a result of
      our
      limited resources, to effect only a single business combination.




**Activities
      to Select a Target**




Since
      our
      IPO, we have been actively seeking a target business for a business combination.
      During July 2007, our management developed representative criteria to be used
      in
      the screening and evaluating of target companies for us to acquire. Although
      our
      management felt it would not necessarily have been possible to find a target
      that fully met all of the criteria, we sought to identify those companies with
      characteristics that were in close alignment with the criteria. The following
      is
      a summary of the criteria:




• Strong
      organic growth potential




• Attractive
      purchase price




• Growing
      market for targets’ goods/services




• Scalable
      business model




• Potential
      for add-on acquisitions




• Strong
      competitive position in industry




• Experienced
      management team




• Diversified
      customer and supplier base




In
      the
      initial months after our IPO, our management initiated conversations (i)
      directly with potential targets they believed could make attractive combination
      partners, (ii) with lawyers, accountants, consultants, investment bankers and
      other professionals and (iii) with its own network of contacts. In addition,
      we
      responded to inquiries from investment bankers or other similar professionals
      who represented companies engaged in sale or financing processes. These efforts
      resulted in a multitude of potential targets and opportunities were evaluated
      based on our stated criteria. Many did not fit Alyst’s criteria, while some were
      eliminated for various reasons including the target being too small and the
      sellers’ valuation expectations being too high. The screening process was
      repeated multiple times, and Alyst remained in continual dialogue with its
      sourcing network.




Through
      these efforts, the volume of potential targets remained high and we identified
      three companies, which we found sufficiently attractive to engage in meaningful
      negotiations regarding the terms of a potential transaction. All three of these
      potential targets were in the telecommunications industry.




In
      February 2008, Chardan Capital Markets, LLC (“Chardan”) contacted us to discuss
      an opportunity for Alyst to acquire China Networks Media Limited, a British
      Virgin Islands company (“China Networks”). In the ensuing weeks, Alyst, Chardan
      and China Networks held numerous discussions regarding a potential transaction
      in person and by teleconference which resulted in the execution of a non-binding
      letter of intent on March 5, 2008 which described many economic terms and
      conditions of a potential business combination between the Alyst and China
      Networks. We have continued our discussions and due diligence in connection
      the
      proposed transaction.


2





**Recent
      Developments**




On
      August
      13, 2008, we entered into an Agreement and Plan of Merger (the “Merger
      Agreement”) with China Networks, and specified other persons, providing for,
      among other things, the redomestication of Alyst from the State of Delaware
      to
      the British Virgin Islands (the “Redomestication Merger”) and the merger of a
      wholly-owned subsidiary of Alyst into China Networks (the "Business
      Combination"). Consummation of the transactions contemplated by the Merger
      Agreement are conditioned upon, among other things, (i) approval of the
      Redomestication Merger and the Business Combination by our shareholders and
      (ii)
      approval of the Merger Agreement and the Business Combination by the
      shareholders of China Networks.





China
      Networks is a provider of broadcast television advertising services in the
      People’s Republic of China (“PRC”), operating joint-venture partnerships with
      PRC state-owned television broadcasters in Kunming and Taiyuan (collectively,
      “PRC TV Stations”). It manages these regional businesses through a series of
      joint ventures and contractual arrangements to sell broadcast television
      advertising time slots and so-called “soft” advertising opportunities to local
      advertisers directly and through advertising agencies and brokers. China
      Networks assists PRC TV Stations in selling advertising time slots and “soft”
advertising opportunities to national advertisers, specifically by offering
      multi-region campaigns to maximize value and cut costs these national
      advertisers would otherwise face when dealing with individual stations on a
      station by station basis. It also provides advisory services to PRC TV Stations
      to help optimize the impact that their program scheduling and content has on
      their key advertising demographics. China Networks owns 100% of Advertising
      Networks Ltd., a Hong Kong holding company, that owns the PRC joint-venture
      partnerships that provide these services to the PRC TV Stations.





The
      Redomestication Merger will be accomplished by the merger of Alyst with and
      into
      our wholly-owned subsidiary, China Networks International Holdings, Ltd., a
      British Virgin Islands company (“China Networks Holdings”). In connection with
      the Redomestication Merger, all of the holders of our common stock outstanding
      immediately prior to the Redomestication Merger will receive, on a one-for-one
      basis, ordinary shares of China Networks Holdings in exchange for their Alyst
      common stock, and all units, warrants and other rights to purchase Alyst common
      stock immediately prior to the Redomestication Merger will be exchanged for
      substantially equivalent securities of China Networks Holdings at the rate
      set
      forth in the Merger Agreement.




The
        Business Combination will be accomplished by the merger of China Networks
        Holdings' wholly-owned subsidiary, China Networks Merger Co., Ltd. ("China
        Networks Merger Co."), with and into China Networks, resulting in China Networks
        becoming a wholly-owned subsidiary of China Networks Holdings. In the Business
        Combination, China Networks Holdings will issue China Networks shareholders
        aggregate merger consideration of (i) 2,880,000 China Networks Holdings ordinary
        shares, (ii) an aggregate of $17,000,000 cash, (iii) deferred cash payments
        of
        up to $6,000,000 and deferred share payments of up to 9,000,000 ordinary
        shares
        of China Networks Holdings, in each case subject to the achievement of specified
        financial milestones set forth in the Merger Agreement, and (iv) approximately
        $25,000,000 of proceeds from the exercise of China Networks Holdings warrants.
        The cash amount payable to the holders of ordinary shares and preferred shares
        of China Networks upon exercise of the warrants represents 66% of the actual
        cash proceeds received therefrom.


3





There
      remain a number of conditions to our completion of the acquisition of China
      Networks and there is no guarantee that the Merger Agreement will be approved
      by
      our stockholders or the shareholders of China Networks. In addition, in
      connection with the transaction, China Networks Holdings will file with the
      SEC
      a registration statement on Form S-4 in connection with the proposed
      Redomestication Merger, and we will file a preliminary and definitive proxy
      statements in connection with the solicitation of proxies for our special
      meeting of stockholders to approve the Merger Agreement and related
      transactions. If our stockholders do not approve the Merger Agreement, we will
      continue to pursue other target business candidates.





**Selection
      of an Alternative Target Business and Structuring of a Business
      Combination**




If
      the
      Merger Agreement is not approved by our stockholders and the stockholders of
      China Networks, we anticipate that other target business candidates will be
      brought to our attention from various unaffiliated sources, including investment
      bankers, venture capital funds, private equity funds, leveraged buyout funds,
      management buyout funds and other members of the financial community. Target
      businesses may be brought to our attention by such unaffiliated sources as
      a
      result of being solicited by us through calls or mailings. These sources may
      also introduce us to target businesses they think we may be interested in on
      an
      unsolicited basis. Our management has experience in evaluating transactions,
      particularly in the telecommunications industry. However, they may continue
      to
      retain Chardan or retain other consultants and advisors with experience in
      the
      evaluation of such business combinations and in our determination of whether
      or
      not to proceed with such a business combination, although we are not required
      to
      do so and may determine that our management is able to make its own
      determinations based on its collective business experience. In no event,
      however, will we pay any of our initial officers, directors or stockholders
      (collectively, our “founders”) or any entity with which they are affiliated any
      finder’s fee or other compensation for services rendered to us prior to or in
      connection with the consummation of a business combination.




If
      we
      determine to enter into a business combination with a target business that
      is
      affiliated with our founders, we would do so only if we obtained an opinion
      from
      an independent investment banking firm that the business combination is fair
      to
      our unaffiliated stockholders from a financial point of view. We also do not
      anticipate acquiring an entity that is either a portfolio company of, or has
      otherwise received a financial investment from, an investment banking firm
      (or
      an affiliate thereof) that is affiliated with our founders. However, if
      circumstances change and we determined to acquire such an entity, we will be
      required to obtain an opinion from an independent investment banking firm that
      the business combination is fair to our unaffiliated shareholders from a
      financial point of view. Subject to the requirement that our initial business
      combination must be with a target business with a fair market value that is
      at
      least 80% of our net assets at the time of such acquisition, as described below
      in more detail, our management will have virtually unrestricted flexibility
      in
      identifying and selecting a prospective target business.




Any
      evaluation relating to the merits of a particular business combination will
      be
      based, to the extent relevant, on suitable criteria established by our
      management as well as other considerations deemed relevant by our management
      in
      effecting a business combination consistent with our business objective. In
      evaluating a prospective target business, we will conduct an appropriate due
      diligence review which will encompass, among other things, meetings with
      incumbent management and inspection of facilities, as well as review of
      financial and other information which is made available to us. This due
      diligence review will be conducted either by our management or by unaffiliated
      third parties we may engage, although we have no current intention to engage
      any
      such third parties. We are also required to have all prospective target
      businesses execute agreements with us waiving any right, title, interest or
      claim of any kind in or to any monies held in the trust account. If any
      prospective target business refused to execute such agreement, we would cease
      negotiations with such target business.




4




The
      time
      and costs required to select and evaluate an alternative target business and
      to
      structure and complete a business combination cannot presently be ascertained
      with any degree of certainty. Any costs incurred with respect to the
      identification and evaluation of a prospective target business with which a
      business combination is not ultimately completed will result in a loss to us
      and
      reduce the amount of capital available to otherwise complete a business
      combination.




5




**Fair
      Market Value of Target Business**




The
      initial target business that we acquire must have a fair market value equal
      to
      at least 80% of our net assets at the time of such acquisition. We may structure
      a business combination to acquire 100% or less than 100% of such interests
      or
      assets of the target business, but we will not acquire less than a controlling
      interest (meaning not less than 50% of the voting securities of such target
      business or all or substantially all of its assets). If we acquire only a
      controlling interest in a target business or businesses, the portion of such
      business that we acquire must have a fair market value equal to at least 80%
      of
      our net assets. In order to consummate such an acquisition, we may issue a
      significant amount of our debt or equity securities to the sellers of such
      businesses and/or seek to raise additional funds through a private offering
      of
      debt or equity securities. Since we have no specific business combination under
      consideration, we have not entered into any such financing arrangement and
      have
      no current intention of doing so. The fair market value of such business will
      be
      determined by our board of directors based upon one or more standards generally
      accepted by the financial community (such as actual and potential sales,
      earnings, cash flow and/or book value). If our board is not able to
      independently determine that the target business has a sufficient fair market
      value, we will obtain an opinion from an unaffiliated, independent investment
      banking firm with respect to the satisfaction of such criteria. Such an opinion
      would be included in the proxy solicitation materials we will furnish to our
      stockholders in connection with seeking stockholder approval of the proposed
      business combination. We will not be required to obtain an opinion from an
      investment banking firm as to the fair market value if our board of directors
      independently determines that the target business complies with the 80%
      threshold.




**Opportunity
      for Stockholder Approval of Business Combination**




Prior
      to
      the completion of a business combination, we will submit the transaction to
      our
      stockholders for approval, even if the nature of the acquisition is such as
      would not ordinarily require stockholder approval under applicable state law.
      In
      connection with any such transaction, we will also submit to our stockholders
      for approval a proposal to amend our amended and restated certificate of
      incorporation to provide for our corporate life to continue perpetually
      following the consummation of such business combination. Any vote to extend
      our
      corporate life to continue perpetually following the consummation of a business
      combination will be taken only if the business combination is approved. We
      will
      only consummate a business combination if stockholders vote both in favor of
      such business combination and our amendment to extend our corporate
      life.




In
      connection with seeking stockholder approval of a business combination, we
      will
      furnish our stockholders with proxy solicitation materials prepared in
      accordance with the Securities Exchange Act of 1934, as amended, which, among
      other matters, will include a description of the operations of the target
      business and audited historical financial statements of the business.




In
      connection with the vote required for any business combination, all of our
      founders, including all of our officers and directors, have agreed to vote
      the
      shares each received prior to our IPO (“founders’ shares”) in accordance with
      the vote of the holders of a majority of the shares of common stock purchased
      in
      our IPO (“IPO shares,” and the holders of IPO shares, “public stockholders”).
      This voting arrangement shall not apply to IPO shares purchased following our
      IPO in the open market by any of our founders. Accordingly, they may vote these
      shares on a proposed business combination any way they choose. We will proceed
      with the business combination only if a majority of the shares of common stock
      voted by the public stockholders are voted in favor of the business combination
      and public stockholders owning less than 30% of the IPO shares both exercise
      their conversion rights and vote against the business combination.




6




**Conversion
      Rights**




At
      the
      time we seek stockholder approval of any business combination, we will offer
      the
      public stockholders (but
      not
      any of our founders to the extent they hold IPO shares) the
      right
      to have such shares converted to cash if the stockholder votes against the
      business combination and the business combination is approved and completed.
      The
      actual per-share conversion price will be equal to the amount in the trust
      account, inclusive of any interest, calculated as of two business days prior
      to
      the consummation of the business combination, divided by the total number of
      IPO
      shares. As of June 30, 2008, the per-share conversion price would have been
      approximately $7.85.




An
      eligible stockholder may request conversion at any time after the mailing to
      our
      stockholders of the proxy statement and prior to the vote taken with respect
      to
      a proposed initial business combination at a meeting held for that purpose,
      but
      the request will not be granted unless the stockholder votes against the initial
      business combination and the initial business combination is approved and
      completed. Additionally, we may require public stockholders, whether they are
      a
      record holder or hold their shares in “street name,” to either tender their
      certificates to our transfer agent at any time through the vote on the initial
      business combination or to deliver their shares to the transfer agent
      electronically using Depository Trust Company’s DWAC (Deposit/Withdrawal At
      Custodian) System, at the holder’s option. The proxy solicitation materials that
      we will furnish to stockholders in connection with the vote for any proposed
      initial business combination will indicate whether we are requiring stockholders
      to satisfy such certification and delivery requirements. Accordingly, a
      stockholder would have from the time we send out our proxy statement through
      the
      vote on the initial business combination to complete the tender or delivery
      of
      his shares to us if he wishes to seek to exercise his conversion rights. This
      time period varies depending on the specific facts of each transaction. However,
      as the delivery process can be accomplished by the stockholder, whether or
      not
      he is a record holder or his shares are held in “street name,” in a matter of
      hours by simply contacting the transfer agent or his broker and requesting
      delivery of his shares through the DWAC System, we believe this time period
      is
      sufficient for an average investor. However, because we do not have any control
      over this process, it may take significantly longer than we anticipate.
      Accordingly, we will only require stockholders to deliver their certificates
      prior to the vote if we give stockholders at least two weeks between the mailing
      of the proxy solicitation materials and the meeting date.




Any
      request for conversion, once made, may be withdrawn at any time up to the vote
      taken with respect to the proposed business combination. Furthermore, if a
      stockholder delivered his certificate for conversion and subsequently decided
      prior to the meeting not to elect conversion, he may simply request that the
      transfer agent return the certificate (physically or electronically). It is
      anticipated that the funds to be distributed to stockholders entitled to convert
      their shares who elect conversion will be distributed promptly after completion
      of a business combination. Public stockholders who convert their stock into
      their share of the trust account still have the right to exercise any warrants
      they still hold.




If
      our
      proposed initial business combination with China Networks is not approved by
      our
      stockholders and the shareholders of China Networks, we may continue to try
      to
      consummate a business combination with a different target until June 29, 2009.
      If the initial business combination is not approved or completed for any reason,
      then public stockholders voting against our initial business combination who
      exercised their conversion rights would not be entitled to convert their shares
      of common stock into a pro rata share of the aggregate amount then on deposit
      in
      the trust account. In such case, if we have required public stockholders to
      tender their certificates prior to the meeting, we will promptly return such
      certificates to the tendering public stockholder. Public stockholders would
      be
      entitled to receive their pro rata share of the aggregate amount on deposit
      in
      the trust account only in the event that the initial business combination they
      voted against was duly approved and subsequently completed, or in connection
      with our liquidation.




We
      will
      not complete any business combination if public stockholders owning 30% or
      more
      of the IPO shares both exercise their conversion rights and vote against the
      business combination. Accordingly, it is our understanding and intention in
      every case to structure and consummate a business combination in which public
      stockholders owning 30% (minus 1 share) of the IPO shares may exercise their
      conversion rights and the business combination will still go forward. We have
      set the conversion percentage at 30% in order to reduce the likelihood that
      a
      small group of investors holding a block of our stock will be able to prevent
      us
      from completing a business combination that is otherwise approved by a large
      majority of our public stockholders.




7




**Liquidation
      if no Business Combination**




Our
      amended and restated certificate of incorporation provides that we will continue
      in existence only until June 29, 2009. This provision may not be amended except
      in connection with the consummation of a business combination. If we have not
      completed a business combination by such date, our corporate existence will
      cease except for the purposes of winding up our affairs and liquidating,
      pursuant to Section 278 of the Delaware General Corporation Law. This has the
      same effect as if our board of directors and stockholders had formally voted
      to
      approve our dissolution pursuant to Section 275 of the Delaware General
      Corporation Law. Accordingly, limiting our corporate existence to a specified
      date as permitted by Section 102(b)(5) of the Delaware General Corporation
      Law
      removes the necessity to comply with the formal procedures set forth in Section
      275 (which would have required our board of directors and stockholders to
      formally vote to approve our dissolution and liquidation and to have filed
      a
      certificate of dissolution with the Delaware Secretary of State). We view this
      provision terminating our corporate life by June 29, 2009 as an obligation
      to
      our stockholders and will not take any action to amend or waive this provision
      to allow us to survive for a longer period of time except in connection with
      the
      consummation of a business combination.




If
      we are
      unable to complete a business combination by June 29, 2009, we will distribute
      to all holders of IPO shares, in proportion to the number of IPO shares held
      by
      them, an aggregate sum equal to the amount in the trust account, inclusive
      of
      any interest, plus any remaining net assets (subject to our obligations under
      Delaware law to provide for claims of creditors as described below). We
      anticipate notifying the trustee of the trust account to begin liquidating
      such
      assets promptly after such date and anticipate it will take no more than 10
      business days to effectuate such distribution. The founders have waived their
      rights to participate in any liquidation distribution with respect to their
      founder shares. There will be no distribution from the trust account with
      respect to our warrants which will expire worthless. We will pay the costs
      of
      liquidation from our remaining assets outside of the trust account. If such
      funds are insufficient, Robert A. Schriesheim, Dr. William Weksel, Robert H.
      Davies and Michael E. Weksel have contractually agreed to advance us the funds
      necessary to complete such liquidation (currently anticipated to be no more
      than
      approximately $15,000) and have contractually agreed not to seek repayment
      of
      such expenses.




If
      we
      were to expend all of the net proceeds of our IPO, other than the proceeds
      deposited in the trust account, the per-share liquidation price as of June
      30,
      2008 would have been approximately $7.85. However, the proceeds deposited in
      the
      trust account could become subject to the claims of our creditors which could
      be
      prior to the claims of our public stockholders. Messrs. Schriesheim, Weksel,
      Davies and Weksel have agreed that if we liquidate prior to the consummation
      of
      a business combination, they will be personally liable, pro rata based on their
      respective ownership interests in the founder shares, to pay debts and
      obligations to target businesses or vendors or other entities that are owed
      money by us for services rendered or contracted for or products sold to us
      in
      excess of the net proceeds of our IPO not held in the trust account. We cannot
      assure you, however, that they would be able to satisfy those obligations.
      Furthermore, if they refused to satisfy their obligations, we would be required
      to bring a claim against them to enforce our indemnification
      rights.




8




Under
      the
      Delaware General Corporation Law, stockholders may be held liable for claims
      by
      third parties against a corporation to the extent of distributions received
      by
      them in a dissolution. If the corporation complies with certain procedures
      set
      forth in Section 280 of the Delaware General Corporation Law intended to ensure
      that it makes reasonable provision for all claims against it, including a 60-day
      notice period during which any third-party claims can be brought against the
      corporation, a 90-day period during which the corporation may reject any claims
      brought, and an additional 150-day waiting period before any liquidating
      distributions are made to stockholders, any liability of stockholders with
      respect to a liquidating distribution is limited to the lesser of such
      stockholder’s pro rata share of the claim or the amount distributed to the
      stockholder, and any liability of the stockholder would be barred after the
      third anniversary of the dissolution. However, as stated above, it is our
      intention to make liquidating distributions to our stockholders as soon as
      reasonably possible after June 29, 2009 and, therefore, we do not intend to
      comply with those procedures. As such, our stockholders could potentially be
      liable for any claims to the extent of distributions received by them (but
      no
      more) and any liability of our stockholders may extend well beyond the third
      anniversary of such date. Because we will not be complying with Section 280,
      Section 281(b) of the Delaware General Corporation Law requires us to adopt
      a
      plan that will provide for our payment, based on facts known to us at such
      time,
      of (i) all existing claims, (ii) all pending claims and (iii) all claims that
      may be potentially brought against us within the subsequent 10 years.
      Accordingly, we would be required to provide for any claims of creditors known
      to us at that time or those that we believe could be potentially brought against
      us within the subsequent 10 years prior to our distributing the funds in the
      trust account to our public stockholders. Absent special circumstances, the
      rights of creditors take priority over the rights of stockholders under Delaware
      corporate law. However, because we are a blank check company, rather than an
      operating company, and our operations are limited to searching for prospective
      target businesses to acquire, the only likely claims to arise would be from
      our
      vendors and service providers (such as accountants, lawyers, investment bankers,
      etc.) and potential target businesses. As described above, pursuant to the
      obligation contained in our underwriting agreement, we will seek to have all
      vendors, service providers and prospective target businesses execute agreements
      with us waiving any right, title, interest or claim of any kind they may have
      in
      or to any monies held in the trust account. Nevertheless, there is no guarantee
      that vendors, service providers and prospective target businesses will execute
      such agreements. There is also no guarantee that, even if they execute such
      agreements with us, they will not seek recourse against the trust account.
      A
      court could also conclude that such agreements are not legally enforceable.
      As a
      result, if we liquidate, the per-share distribution from the trust account
      could
      be less than $7.85 due to claims or potential claims of creditors.




If
      we are
      forced to file for bankruptcy or an involuntary bankruptcy case is filed against
      us which is not dismissed, any distributions received by stockholders could
      be
      viewed under applicable debtor/creditor and/or bankruptcy laws as either a
      “preferential transfer” or a “fraudulent conveyance.” As a result, a bankruptcy
      court could seek to recover all amounts received by our stockholders.
      Furthermore, because we intend to distribute the proceeds held in the trust
      account to our public stockholders promptly after June 29, 2009, this may be
      viewed or interpreted as giving preference to our public stockholders over
      any
      potential creditors with respect to access to or distributions from our assets.
      Furthermore, our board may be viewed as having breached their fiduciary duties
      to our creditors and/or may have acted in bad faith, and thereby exposing itself
      and our company to claims of punitive damages, by paying public stockholders
      from the trust account prior to addressing the claims of creditors. We cannot
      assure you that claims will not be brought against us for these
      reasons.




**Competition**




In
      identifying, evaluating and selecting a target business, we expect to encounter
      intense competition from other entities having a business objective similar
      to
      ours. There are numerous blank check companies that have completed initial
      public offerings that are seeking to carry out a business plan similar to our
      business plan. Additionally, we may be subject to competition from entities
      other than blank check companies having a business objective similar to ours,
      including venture capital firms, leverage buyout firms and operating businesses
      looking to expand their operations through the acquisition of a target business.
      Many of these entities are well established and have extensive experience
      identifying and effecting business combinations directly or through affiliates.
      Many of these competitors possess greater technical, human and other resources
      than us and our financial resources will be relatively limited when contrasted
      with those of many of these competitors. While we believe there may be numerous
      potential target businesses that we could acquire with the net proceeds of
      the
      IPO, our ability to compete in acquiring certain sizable target businesses
      will
      be limited by our available financial resources. This inherent competitive
      limitation gives others an advantage in pursuing the acquisition of a target
      business. Further, the following may not be viewed favorably by certain target
      businesses:




9




·
            our
                obligation to seek shareholder approval of a business combination
                may
                delay the completion of a
                transaction;




·
            our
                obligation to convert into cash, shares of common stock held by our
                public
                shareholders to such holders that both vote against the business
                combination and exercise their conversion rights may reduce the resources
                available to us for a business combination; and




·
            our
                outstanding warrants and options, and the future dilution they potentially
                represent, may not be viewed favorably by certain target businesses.




Any
      of
      these factors may place us at a competitive disadvantage in successfully
      negotiating a business combination. Our management believes, however, that
      our
      status as a public entity and potential access to the United States public
      equity markets may give us a competitive advantage over privately-held entities
      having a similar business objective as us in acquiring a target business on
      favorable terms.




If
      we
      succeed in effecting a business combination, there will be, in all likelihood,
      intense competition from competitors of the target business. Numerous companies,
      most of which have substantially greater financial resources available to them
      than we do, are already engaged in the industry segments we are focusing on.
      We
      cannot assure you that, subsequent to a business combination, we will have
      the
      resources or ability to compete effectively.




**Employees**




We
      have
      three executive officers. These individuals are not obligated to devote any
      specific number of hours to our matters and intend to devote only as much time
      as they deem necessary to our affairs. The amount of time they will devote
      in
      any time period will vary based on whether a target business has been selected
      for the business combination and the stage of the business combination process
      the company is in. We do not intend to have any full time employees prior to
      the
      consummation of a business combination.




**ITEM
      2. DESCRIPTION OF PROPERTY**




We
      maintain our principal executive offices at 233 East 69 th Street,
      #6J, New York, New York 10021. Michael E. Weksel, our chief operating officer,
      chief financial officer, secretary and a director, is providing this space
      to us
      at no charge. We anticipate that we will lease space from an unaffiliated third
      party in the future. We consider our current office space, combined with the
      other office space otherwise available to our executive officers, adequate
      for
      our current operations.




**ITEM
      3. LEGAL PROCEEDINGS**




None.




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




No
      matter
      was submitted to a vote of our security holders during the fourth quarter of
      the
      fiscal year ended June 30, 2008.




10


**PART
      II**




**ITEM
      5. MARKET FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND SMALL BUSINESS
      ISSUER PURCHASES OF EQUITY SECURITIES**




**Market
      Information**




Our
      units, common stock and warrants are listed on the American Stock Exchange
      under
      the symbols AYA.U, AYA and AYA.WS, respectively.




The
      following table sets forth the range of high and low closing sales prices for
      the units, ordinary shares and warrants for the periods indicated. Our units
      commenced public trading on July 5, 2007, and our common stock and warrants
      commenced public trading on July 16, 2007.




Units
            
            Common Stock
            
            WarrantsHigh
            
            Low
            
            High
            
            Low
            
            High
            
            Low2008:Second
                Quarter
            
            $
            7.93
            
            $
            7.48
            
            $
            7.55
            
            $
            7.27
            
            $
            0.60
            
            $
            0.25First
                Quarter
            
            $
            7.90
            
            $
            7.45
            
            $
            7.43
            
            $
            7.23
            
            $
            0.73
            
            $
            0.202007:Fourth
                Quarter
            
            $
            8.00
            
            $
            7.60
            
            $
            7.30
            
            $
            7.21
            
            $
            0.75
            
            $
            0.52Third
                Quarter
            
            $
            8.00
            
            $
            7.71
            
            $
            7.35
            
            $
            7.20
            
            $
            0.90
            
            $
            0.72




**Holders**




As
      of
      September 23, 2008, there were 1 holder of record of our units, 14 holders
      of
      record of our common stock and 11 holders of record of our
      warrants.




**Dividends**




We
      have
      not paid any cash dividends on our common stock to date and do not intend to
      pay
      cash dividends prior to the completion of a business combination. The payment
      of
      cash dividends in the future will be contingent upon our revenues and earnings,
      if any, capital requirements and general financial condition subsequent to
      completion of a business combination. The payment of any dividends subsequent
      to
      a business combination will be within the discretion of our then board of
      directors. It is the present intention of our board of directors to retain
      all
      earnings, if any, for use in our business operations and, accordingly, our
      board
      does not anticipate declaring any dividends in the foreseeable
      future.




11




**Securities
      Authorized for Issuance Under Equity Compensation Plans**




None.




**Recent
      Sales of Unregistered Securities; Use of Proceeds from Registered
      Securities**




In
      August
      2006, we sold the following shares of common stock without registration under
      the Securities Act of 1933, as amended (the “Securities Act”):




Name
            
            Number
              of Shares
            
            Relationship to UsRobert A.
                Schriesheim
            
            362,500
            
            Chairman
                of the BoardDr.
                William Weksel
            
            362,500
            
            Chief
                Executive Officer and DirectorRobert
                H. Davies
            
            362,500
            
            Chief
                StrategistMichael
                E. Weksel
            
            362,500
            
            Chief
                Operating Officer, Chief Financial Officer, Secretary and
                DirectorPaul
                Levy
            
            90,000
            
            DirectorIra
                Hollenberg IRA
            
            60,000
            
            StockholderSilverman
                RealtyGroup,
                Inc. ProfitSharing
                Plan (LCPSP)
            
            60,000
            
            StockholderMatthew
                Botwin
            
            30,000
            
            DirectorNorbert
                W. Strauss
            
            20,000
            
            StockholderDavid
                Strauss
            
            20,000
            
            StockholderJonathan
                Strauss
            
            20,000
            
            Stockholder




Such
      shares were issued to persons reasonably believed by us to be accredited
      investors, as defined under Rule 501(a) of the Securities Act, in connection
      with our organization and in reliance upon an exemption from the registration
      requirements of such Act in accordance with Section 4(2) thereof. The shares
      issued to the individuals above were sold at a purchase price of approximately
      $0.014 per share (an aggregate of $25,000).




Simultaneously
      with the consummation of our IPO, we effected a private placement of 1,820,000
      insider warrants at a price of $1.00 per insider warrant, generating total
      proceeds of $1,820,000. The insider warrants were sold to persons reasonably
      believed by us to be accredited investors in reliance upon an exemption from
      the
      registration requirements of the Securities Act in accordance with Section
      4(2)
      thereof. Each insider warrant is exercisable for one share of our common stock
      at a price of $5.00 per share, or on a cashless basis. The insider warrants
      may
      not be sold or transferred until 90 days after we have completed a business
      combination.




**Initial
      Public Offering**




On
      July
      5, 2007, we closed our IPO of 8,044,400 units, including 1,044,400 units subject
      to the underwriters’ over-allotment option. Each unit consists of one share of
      common stock and one warrant to purchase one share of common stock at an
      exercise price of $5.00 per share. The units from the IPO (including the
      over-allotment option) were sold at an offering price of $8.00 per unit,
      generating total gross proceeds of $64,355,200. Ferris, Baker Watts,
      Incorporated and Jesup & Lamont Securities Corporation acted as
      representatives of the underwriters. The securities sold in the IPO were
      registered under the Securities Act of 1933 on a registration statement on
      Form
      S-1 (No. 333-138699). The Securities and Exchange Commission declared the
      registration statement effective on June 29, 2007.




12




In
      connection with the IPO, we entered into an underwriting agreement with the
      underwriters. Under the terms of the underwriting agreement, we paid an
      underwriting discount of 3.723% of the gross proceeds ($2,395,914) in connection
      with the consummation of the IPO and placed 3.277% of the gross proceeds
      ($2,108,950) in the trust account which will be paid to the underwriters only
      upon consummation of a business combination. Additionally, we placed $560,000
      in
      the trust account which will be paid to the underwriters for expense
      reimbursement associated with the initial public offering only upon consummation
      of a business combination. We did not pay any discount related to the warrants
      sold in the private placement. The underwriters have waived their rights to
      receive payments from the trust account which are due under the underwriting
      agreement if we are unable to consummate a business combination prior to June
      29, 2009. We also paid approximately $580,000 for other costs and expenses
      related to the offering.




After
      deducting the underwriting discounts and commissions and the IPO expenses,
      the
      total net proceeds to us from the IPO, including $1,820,000 from the sale of
      the
      insider warrants, were $63,202,164. From the net proceeds, $63,154,286 was
      placed in the trust account. We intend to use substantially all of the net
      proceeds of this offering to acquire a target business, including identifying
      and evaluating prospective acquisition candidates, selecting the target
      business, and structuring, negotiating and consummating the business
      combination. Proceeds held in the trust account and any other net proceeds
      not
      expended to consummate a business combination will be used to finance the
      operations of the target business.




**ITEM
      6. MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION**




*The
      following discussion should be read in conjunction with the Company’s
      Consolidated Financial Statements and notes thereto contained in Item 7 of
      this
      Annual Report.*




**Plan
      of Operations**




We
      are a
      blank check company organized under the laws of the State of Delaware on August
      16, 2006. We were formed with the purpose of effecting a merger, capital stock
      exchange, asset acquisition or other similar business combination with an
      operating business. Our efforts in identifying a prospective target business
      are
      not limited to a particular industry although we intend to focus our efforts
      on
      acquiring an operating business in the telecommunications industry, broadly
      defined.




We
      consummated our IPO on July 5, 2007. All activity from August 16, 2006 through
      July 5, 2007 related to our formation and our IPO. Since July 5, 2007, we have
      been searching for a prospective target business to acquire.




From
      August 16, 2006 (inception) through June 30, 2008, we had net income of
      $1,152,620 derived from interest income of $2,428,469 offset by $323,851 of
      formation and operating costs, and $951,998 of income tax expense. For the
      fiscal year ended June 30, 2008, we had net income of $1,156,536 derived from
      interest income of $2,426,933 offset by $319,003 of formation and operating
      costs, and $951,394 of income tax expense as compared to a net loss of $3,916
      derived from $4,848 of formation costs and $604 of income taxes offset by $1,536
      of interest income for the period from August 16, 2006 (inception) through
      June
      30, 2007. The difference was due to the interest earned on the net proceeds
      received from the consummation of an IPO on July 5, 2007 and the sale of the
      insider warrants, and the subsequent incurrence of costs related to searching
      for an acquisition candidate.




Upon
      consummation of our IPO and the sale of the insider warrants, $63,154,286 of
      the
      net proceeds was deposited in trust. As of June 30, 2008 the remaining net
      proceeds of $47,878 is available to pay for business, legal and accounting
      due
      diligence on prospective acquisitions and continuing formation and operating
      costs. We intend to utilize our cash, including the funds held in the trust
      account, capital stock, debt or a combination of the foregoing to effect a
      business combination. To the extent that our capital stock or debt securities
      are used in whole or in part as consideration to effect a business combination,
      the proceeds held in the trust account as well as any other available cash
      will
      be used to finance the operations of the target business. At June 30, 2008,
      we
      had current assets of $1,684,623 and current liabilities of $459,025, leaving
      us
      with working capital of $1,225,598.




13




From
      the
      date of the consummation of the IPO until such time as we effectuate a business
      combination, we may draw from the interest earned on the trust account (1)
      up to
      $1,680,000 for use as working capital, and (2) all funds necessary for us to
      meet our tax obligations. Since the IPO, we have drawn from the trust account
      a
      total of $1,919,000, of which $953,023 was drawn to meet our tax obligations
      and
      $965,977 was drawn for working capital.




We
      believe we will have sufficient funds available to us from interest earned
      on
      the trust account to operate through the later of June 29, 2009 or the date
      upon
      which we consummate a business combination. Up to $1,680,000 of interest earned
      on the assets of the trust account are available to us for the payment of
      expenses associated with the due diligence and investigation of a target
      business or businesses, structuring, negotiating and documenting an initial
      business combination, legal, and accounting fess relating to our SEC reporting
      obligations and general working capital that will be used for miscellaneous
      expenses and reserves. We do not believe we will need to raise additional funds
      in order to meet the expenditures required for operating our business. However,
      we may need to raise additional funds through a private offering of debt or
      equity securities if such funds are required to consummate a business
      combination. We would only consummate such a financing simultaneously with
      the
      consummation of a business combination. As needed, additional funds are also
      available to us from the interest earned on the assets of the trust account
      to
      pay all of our tax obligations.




**Off-Balance
      Sheet Arrangements.**




None.




**Recent
      Developments**




As
      discussed above under Item I, Description of Business, “Recent Developments,” on
      August 13, 2008, we entered into an Agreement and Plan of Merger (the “Merger
      Agreement”) with China Networks Media Limited, a British Virgin Islands
      corporation (“China Networks”), and specified other persons, , providing for,
      among other things, the redomestication of Alyst from the State of Delaware
      to
      the British Virgin Islands (the “Redomestication Merger”) and the merger of a
      wholly-owned subsidiary of Alyst into China Networks (the "Business
      Combination"). Consummation of the transactions contemplated by the Merger
      Agreement are conditioned upon, among other things, (i) approval of the
      Redomestication Merger and the Business Combination by our shareholders and
      (ii)
      approval of the Merger Agreement and the Business Combination by the
      shareholders of China Networks.




There
      can
      be no assurance that the Merger Agreement will be approved by each company’s
      stockholders or that a suitable alternative business combination transaction
      can
      be effected prior to June 29, 2009, at which point our corporate existence
      will
      cease and we will be required to liquidate.




**ITEM
      7. FINANCIAL STATEMENTS**




This
      information required by this Item 7 appears following Item 14 of this Annual
      Report and is incorporated herein by reference.




14


**Summarized
      Quarterly Data (unaudited)**





The
      following table summarizes our quarterly results of operations for the year
      ended June 30, 2008:





Quarter
              ended
              September 30,
              2007
            
            Quarter
              ended
              December 31, 2007
            
            Quarter
              ended
              March 31,
              2008
            
            Quarter
              ended
              June 30,
              2008Revenue
            
            $
            —
            
            $
            —
            
            $
            —
            
            $
            —Loss from operations
            
            
            (41,765
            )
            
            (41,599
            )
            
            (139,154
            )
            
            (96,485
            )Interest
                income
            
            
            762,841
            
            
            744,043
            
            
            555,785
            
            
            364,264Income
                before provision for income taxes
            
            
            721,076
            
            
            702,444
            
            
            416,631
            
            
            267,779Provision
                for income taxes
            
            
            260,875
            
            
            530,000
            
            
            41,421
            
            
            119,098Net
                Income
            
            
            460,201
            
            
            172,444
            
            
            375,210
            
            
            148,681Weighted
                average shares outstanding basic and diluted
            
            
            7,133,561
            
            
            7,381,081
            
            
            7,381,081
            
            
            7,381,081Basic
                and diluted net income per share
            
            $
            .06
            
            $
            .02
            
            $
            .05
            
            $
            .02




**ITEM
      8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
      DISCLOSURE.**




None





**ITEM
      8A(T). CONTROLS AND PROCEDURES**




**Disclosure
      Controls and Procedures**




We
      have
      established disclosure controls and procedures to ensure that material
      information relating to us is made known to the officers who certify our
      financial reports and to other members of senior management and the Board of
      Directors.




A
      control
      system, no matter how well conceived and operated, can provide only reasonable,
      not absolute, assurance that the objectives of the control system are met.
      Because of the inherent limitations in all control systems, no evaluation of
      controls can provide absolute assurance that all control issues and instances
      of
      fraud, if any, within a company have been detected. Our disclosure controls
      and
      procedures are designed to provide reasonable assurance of achieving its
      objectives. Based upon their evaluation as of June 30, 2008, our Principal
      Executive and Principal Financial and Accounting Officer have concluded that
      our
      disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e)
      under the Securities Exchange Act of 1934) are effective at that reasonable
      assurance level.




**Management's
      Report on Internal Control Over Financial Reporting**




Under
      the
      supervision and with the participation of our management, including our
      Principal Executive Officer and our Principal Financial and Accounting Officer,
      we conducted an evaluation of the effectiveness of our internal control over
      financial reporting based on the criteria established in *Internal
      Control – Integrated Framework* issued
      by the Committee of Sponsoring Organizations of the Treadway Commission
      (“COSO”). Based on our evaluation under the criteria established in *Internal
      Control – Integrated Framework* ,
      our
      management concluded that our internal control over financial reporting was
      effective as of June 30, 2008.


15




This
      Annual Report does not include an attestation report of our registered public
      accounting firm regarding internal control over financial reporting.
      Management’s report was not subject to attestation by our registered public
      accounting firm pursuant to temporary rules of the Securities and Exchange
      Commission that permit us to provide only management’s report in this Annual
      Report.




**Changes
      in Internal Control Over Financial Reporting**




During
      the most recently completed fiscal quarter, we hired KGS LLP to act as our
      internal accounting and financial reporting department. KGS LLP is registered
      with the PCAOB. KGS LLP reports to our chief executive officer and chief
      financial officer who review the information and reports submitted. We believe
      that the use of KGS LLP as our accounting and financial reporting department
      complies with the policies and procedures mentioned above.




Other
      than the hiring of KGS LLP, there has been no change in our internal control
      over financial reporting that has materially affected, or is reasonably likely
      to materially affect, our internal control over financial reporting during
      the
      most recently completed fiscal quarter.




**ITEM
      8B. OTHER INFORMATION**




None.




16




**PART
      III**




**ITEM
      9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE
      WITH
      SECTION 16(a) OF THE EXCHANGE ACT.**





**Directors
      and Executive Officers**






Our
      current directors and executive officers are as follows:




Name
            
            Age
            
            PositionRobert
                A. Schriesheim
            
            48
            
            Chairman
                of the BoardDr.
                William Weksel
            
            72
            
            Chief
                Executive Officer and DirectorRobert
                H. Davies
            
            56
            
            Chief
                StrategistMichael
                E. Weksel
            
            44
            
            Chief
                Operating Officer, Chief Financial Officer, Secretary and
                DirectorMatthew
                Botwin
            
            38
            
            DirectorPaul
                Levy
            
            67
            
            Director




***Robert
      A. Schriesheim*** has
      served as our non-executive chairman of the board of directors since March
      2007
      and served as our non-executive vice chairman of the board of directors from
      our
      inception until March 2007. Mr. Schriesheim has served as executive vice
      president and chief financial officer of Lawson Software, Inc., a NASDAQ Stock
      Market listed global provider of enterprise resource planning software to middle
      market companies, since October 2006 and has served as a board director of
      Lawson since May 2006. Previously he had been affiliated with ARCH
      Development Partners, LLC, a Chicago, Illinois-based venture capital fund,
      since
      August 2002 and served as a managing general partner since
      January 2003. From September 1999 to March 2002,
      Mr. Schriesheim was executive vice president of corporate development and
      chief financial officer, and a director, of Global Telesystems, Inc., a London,
      England-based, publicly traded provider of telecommunications, data and related
      services to businesses throughout Western and Central Europe, Russia and the
      Commonwealth of Independent States. He also served as executive vice
      president – chief corporate development officer for Global Telesystems in
      1999. In 2001, Global Telesystems filed, in prearranged proceedings, a petition
      for surseance (moratorium), offering a composition, in the Netherlands and
      a
      voluntary petition for relief under Chapter 11 of the United States
      Bankruptcy Code, both to facilitate the sale of Global Telesystems. All such
      proceedings were approved, confirmed and completed by March 31, 2002. From
      1997 to 1999, Mr. Schriesheim was president and chief executive officer of
      SBC Equity Partners, Inc., a Chicago, Illinois-based private equity firm. From
      1996 to 1997, Mr. Schriesheim was vice president of corporate development
      for Ameritech Corporation, a Chicago, Illinois-based communications company.
      From 1993 to 1996, he was vice president of global corporate development for
      AC Nielsen Company, a subsidiary of Dunn & Bradstreet.
      Mr. Schriesheim currently serves as a director of MSC Software Corp, a
      NASDAQ Stock Market listed global provider of simulation software and services,
      Skyworks Solutions, Inc., a NASDAQ Stock Market listed provider of RF solutions
      and precision analog semiconductors to the mobile communications industry,
      and
      Lawson Software. Mr. Schriesheim received a B.A. from Princeton University
      and an M.B.A. in Finance and Business Economics from the University of Chicago
      Graduate School of Business.




17




***Dr.
      William Weksel*** has been
      our chief executive officer since May 2007 and a member of our board of
      directors since our inception. He also served as our non-executive chairman
      of
      the board of directors from our inception until March 2007. Dr. Weksel is a
      private venture investor and was a principal in Industrial Acquisitions
      Management, LLC, a private venture firm, from 2000 to 2007. From 1990 to 1999,
      Dr. Weksel served as president of Weksel, Davies & Co., Inc. From 1987
      to 1990, Dr. Weksel was president of Brooke Group, Inc., a holding company
      which held controlling interests in Western Union Corp., Liggett Group, Inc.,
      MAI Basic Four, Inc., and several privately held companies in various industries
      ranging from computer microfilm sales to ice cream manufacturing. At various
      times during that period, Dr. Weksel was chairman of Liggett, vice chairman
      of Western Union and chairman and chief executive officer of MAI Basic Four,
      each of which companies was listed on the New York Stock Exchange. Dr. Weksel
      is
      currently a director of Safe Lites, LLC. Between 1975 and 1984, Dr. Weksel
      was
      the chairman of the board of directors, president and chief executive officer
      of
      Information Displays, Inc., a manufacturer of computer assisted design and
      manufacturing systems. In 1986, Dr. Weksel entered into a consent decree with
      the Securities and Exchange Commission as a result of alleged actions taken
      by
      Dr. Weksel in 1982 and 1983 while serving as an officer of Information Displays.
      Without admitting or denying the allegations, including allegations relating
      to
      revenue recognition, making and failing to correct false and misleading
      disclosures and insider trading, and solely for the purposes of settlement,
      Dr.
      Weksel agreed to pay $208,000 and consented to entry of a judgment enjoining
      him
      from violating certain provisions of the Federal securities laws in the future.
      Dr. Weksel received a B.A. from Queens College, an M.A. from the University
      of Illinois and a Ph.D. in Communications from the University of Illinois,
      and
      was a National Science Foundation Post Doctoral Fellow at the Research Lab
      of
      Electronics at the Massachusetts Institute of Technology. Dr. Weksel is the
      father of Michael E. Weksel.




***Robert
      H. Davies*** served
      as our chief executive officer from our inception to May 2007 and has served
      as
      our chief strategist since May 2007. From 1993 to June 2007, Mr. Davies was
      a managing director of Source Companies, LLC, a company specialized in providing
      growth advisory and investment banking services to the controlling-owners of
      medium-sized businesses, and had previously served on the Advisory Board of
      Source Companies. He currently still provides Source Companies with consulting
      services. From 1997 to 2001, Mr. Davies served as co-founder, shareholder,
      director and principal strategist for e-Fin LLC, an Internet-based private
      financial services company. From March 1994 to 1999, Mr. Davies served
      as a co-founder, director and principal strategist for LogistiCare, a leading
      transportation management solutions company. From 1992 to 1996, he also served
      as a vice chairman and principal strategist for The E.F. Johnson Company, a
      leading provider of two way radios and communication systems for law
      enforcement, fire fighters, EMS and the military. From 1991 to 1997,
      Mr. Davies was a founder and principal of Weksel, Davies & Co., Inc.
      Weksel, Davies, through its affiliates, held controlling interests in
      LogistiCare, The E.F. Johnson Company, and Viking Mobile Communications, Inc.,
      a
      radio spectrum development and trading company. From 1988 to 1991,
      Mr. Davies was a limited partner and vice president of Brooke Partners LP,
      a private New York-based investment partnership. From 1983 to 1988,
      Mr. Davies was managing director, mergers & acquisitions for the Bell
      Atlantic Corporation. Prior to 1983, Mr. Davies held the position of
      manager in the Management Advisory Services group for Deloitte Haskins &
Sells, a predecessor firm to Deloitte & Touche, where he specialized in
      telecom industry consulting. Mr. Davies received a B.A. from Princeton
      University and an M.B.A. from The Wharton School, University of
      Pennsylvania.




***Michael
      E. Weksel*** has been
      our chief operating officer, chief financial officer, secretary and a member
      of
      our board of directors since our inception. From 2000 to 2007, Mr. Weksel
      was a principal in Industrial Acquisitions Management, LLC, a private venture
      firm. From 1994 to 1999, Mr. Weksel served on the board of directors and as
      chief financial officer and vice president of LogistiCare which he co-founded.
      From 1992 to 1994, Mr. Weksel served as a managing director at Weksel,
      Davies & Co. Inc. In that capacity, Mr. Weksel acted as the sole
      executive officer at Viking Mobile Communications and as project director for
      the implementation of a new enterprise computing solution at The E.F. Johnson
      Company. Mr. Weksel also served on the board of directors of The E.F.
      Johnson Company. Prior to 1992, Mr. Weksel worked for three years as an
      associate at the merchant banking firm of Joseph, Littlejohn and Levy, Inc.
      Mr. Weksel currently is a director of both GovDelivery, Inc., a leading
      e-mail subscription management system provider, and Safe Lites, LLC, a developer
      of applications of electroluminescent technologies. Mr. Weksel received a
      B.S. from the State University of New York at Albany and an M.B.A. from Columbia
      University. Mr. Weksel is the son of Dr. William Weksel.




18




***Matthew
      Botwin*** has been
      a member of our board of directors since our inception. Since November 2004,
      Mr. Botwin has been a managing director of Regent Square Group, a
      telecommunications and government affairs consulting firm. Mr. Botwin also
      serves as chairman of the Regulatory Working Group for the Global VSAT Forum,
      an
      association of companies involved in the business of delivering advanced digital
      fixed satellite systems and services to consumers, and commercial and government
      enterprises worldwide. He is also an advisor to the World Bank’s Global
      Innovation Fund, a fund designed to create greater access to private capital
      for
      medium sized technology-driven businesses. From June 1998 to November 2004,
      Mr. Botwin was senior manager for international government relations at
      PanAmSat Corporation, a satellite communications company. From October 1997
      to September 1997, Mr. Botwin was affiliated with AT&T
      Corporation. Mr. Botwin received a B.A. from Hobart College, an M.A. from
      the London School of Economics and a masters in international telecommunications
      policy from the School of International Affairs at Columbia
      University.




***Paul
      Levy*** has been
      a member of our board of directors since our inception. Mr. Levy is
      currently a private investor in real estate and venture capital. From 1967
      to
      2002, Mr. Levy was the owner and president of Alvin Press, Inc., a New York
      City-based printing company that supplied major corporations with specialized
      labels. Mr. Levy serves as a member of the board and a vice president of
      the 92nd Street YMHA and on the Board of Overseers of List College and is active
      in numerous other community organizations. Mr. Levy received a B.S. from
      New York University and a J.D. from Brooklyn Law School.




Our
      board
      of directors is divided into three classes with only one class of directors
      being elected in each year and each class serving a three-year term. The term
      of
      office of the first class of directors, consisting of Matthew Botwin, will
      expire at our first annual meeting of stockholders. The term of office of the
      second class of directors, consisting of Paul Levy and Michael E. Weksel, will
      expire at the second annual meeting. The term of the third class of directors,
      consisting of Dr. William Weksel and Robert A. Schriesheim, will expire at
      the
      third annual meeting.




**Director
      Independence**




The
      American Stock Exchange requires that a majority of our board be composed of
      “independent directors,” which is defined generally as a person other than an
      officer or employee of the company or its subsidiaries or any other individual
      having a relationship, which, in the opinion of the company’s board of directors
      would interfere with the director’s exercise of independent judgment in carrying
      out the responsibilities of a director.




Robert
      A.
      Schriesheim, Paul Levy and Matthew Botwin are our independent directors,
      constituting a majority of our board. Our independent directors have regularly
      scheduled meetings at which only independent directors are present.




Any
      affiliated transactions will be on terms not less favorable to us than could
      be
      obtained from independent parties. Any affiliated transactions must be approved
      by a majority of our independent and disinterested directors.


19




**Audit
      Committee**




We
      have
      established an audit committee of the board of directors, which consists of
      Matthew Botwin, as chairman, Paul Levy and Robert A. Schriesheim. We have
      determined that each of these individuals is an independent director under
      the
      American Stock Exchange’s listing standards. The audit committee’s duties, which
      are specified in our Audit Committee Charter, include, but are not limited
      to:




·
            reviewing
                and discussing with management and the independent auditor the annual
                audited financial statements, and recommending to the board whether
                the
                audited financial statements should be included in our Form
                10-KSB;




·
            discussing
                with management and the independent auditor significant financial
                reporting issues and judgments made in connection with the preparation
                of
                our financial statements;




·
            discussing
                with management major risk assessment and risk management
                policies;




·
            monitoring
                the independence of the independent
                auditor;




·
            verifying
                the rotation of the lead (or coordinating) audit partner having primary
                responsibility for the audit and the audit partner responsible for
                reviewing the audit as required by
                law;




·
            reviewing
                and approving all related-party
                transactions;




·
            inquiring
                and discussing with management our compliance with applicable laws
                and
                regulations;




·
            pre-approving
                all audit services and permitted non-audit services to be performed
                by our
                independent auditor, including the fees and terms of the services
                to be
                performed;




·
            appointing
                or replacing the independent
                auditor;




·
            determining
                the compensation and oversight of the work of the independent auditor
                (including resolution of disagreements between management and the
                independent auditor regarding financial reporting) for the purpose
                of
                preparing or issuing an audit report or related work;
                and




·
            establishing
                procedures for the receipt, retention and treatment of complaints
                received
                by us regarding accounting, internal accounting controls or reports
                which
                raise material issues regarding our financial statements or accounting
                policies.




**Financial
      Experts on Audit Committee**




The
      audit
      committee will at all times be composed exclusively of “independent directors”
who are “financially literate” as defined under the American Stock Exchange
      listing standards. The American Stock Exchange listing standards define
“financially literate” as being able to read and understand fundamental
      financial statements, including a company’s balance sheet, income statement and
      cash flow statement.




In
      addition, we must certify to the American Stock Exchange that the committee
      has,
      and will continue to have, at least one member who has past employment
      experience in finance or accounting, requisite professional certification in
      accounting, or other comparable experience or background that results in the
      individual’s financial sophistication. The board of directors has determined
      that Robert A. Schriesheim satisfies the American Stock Exchange’s definition of
      financial sophistication and also qualifies as an “audit committee financial
      expert,” as defined under rules and regulations of the SEC.


20




**Nominating
      Committee**




We
      have
      established a nominating committee of the board of directors, which consists
      of
      Paul Levy, as chairman, and Matthew Botwin, each of whom is an independent
      director under the American Stock Exchange’s listing standards. The nominating
      committee is responsible for overseeing the selection of persons to be nominated
      to serve on our board of directors. The nominating committee considers persons
      identified by its members, management, shareholders, investment bankers and
      others.




**Guidelines
      for Selecting Director Nominees**




The
      guidelines for selecting nominees, which are specified in the Nominating
      Committee Charter, generally provide that persons to be nominated:




·
            should
                have demonstrated notable or significant achievements in business,
                education or public service;




·
            should
                possess the requisite intelligence, education and experience to make
                a
                significant contribution to the board of directors and bring a range
                of
                skills, diverse perspectives and backgrounds to its deliberations;
                and




·
            should
                have the highest ethical standards, a strong sense of professionalism
                and
                intense dedication to serving the interests of the
                stockholders.




The
      Nominating Committee will consider a number of qualifications relating to
      management and leadership experience, background and integrity and
      professionalism in evaluating a person’s candidacy for membership on the board
      of directors. The nominating committee may require certain skills or attributes,
      such as financial or accounting experience, to meet specific board needs that
      arise from time to time. The nominating committee does not distinguish among
      nominees recommended by stockholders and other persons.




**Section
      16(a) Beneficial Ownership Reporting Compliance**




Section
      16(a) of the Securities Exchange Act of 1934 requires our officers, directors
      and persons who own more than ten percent of a registered class of our equity
      securities to file reports of ownership and changes in ownership with the
      Securities and Exchange Commission. Officers, directors and ten percent
      stockholders are required by regulation to furnish us with copies of all Section
      16(a) forms they file. Based solely on copies of such forms received or written
      representations from certain reporting persons that no Form 5s were required
      for
      those persons, we believe that, during the fiscal year ended June 30, 2008,
      all
      filing requirements applicable to our officers, directors and greater than
      ten
      percent beneficial owners were complied with.




**Code
      of Ethics**




In
      July
      2007, our board of directors adopted a code of ethics that applies to our
      directors, officers and employees as well as those of our subsidiaries. Requests
      for copies of our code of ethics should be sent in writing to Alyst Acquisition
      Corp., 233 East 69 th Street,
      #6J, New York, New York 10021.




**ITEM
      10. EXECUTIVE COMPENSATION**




No
      executive officer has received any cash compensation for services rendered
      to
      us. No compensation of any kind, including finders, consulting or other similar
      fees, will be paid to any of our founders, including our directors, or any
      of
      their respective affiliates, prior to, or for any services they render in order
      to effectuate, the consummation of a business combination. However, such
      individuals will be reimbursed for any out-of-pocket expenses incurred in
      connection with activities on our behalf such as identifying potential target
      businesses and performing due diligence on suitable business combinations.
      There
      is no limit on the amount of these out-of-pocket expenses and there will be
      no
      review of the reasonableness of the expenses by anyone other than our board
      of
      directors, which includes persons who may seek reimbursement, or a court of
      competent jurisdiction if such reimbursement is challenged. Because of the
      foregoing, we will generally not have the benefit of independent directors
      examining the propriety of expenses incurred on our behalf and subject to
      reimbursement.




21




**Compensation
      Discussion and Analysis**




Following
      our initial business combination, we will seek to provide total compensation
      packages that are competitive in terms of potential value to our executives,
      and
      which are tailored to the unique characteristics and needs of our company within
      our industry in order to create an executive compensation program that will
      adequately reward our executives for their roles in creating value for our
      stockholders. We intend to be competitive with other similarly situated
      companies in our industry following completion of our initial business
      combination. The compensation decisions regarding our executives will be based
      on our need to attract individuals with the skills necessary for us to achieve
      our business plan, to reward those individuals fairly over time, and to retain
      those individuals who continue to perform at or above our expectations.




It
      is
      likely that our executives’ compensation post-combination will have three
      primary components – salary, cash incentive bonus and stock-based awards.
      We will view the three components of executive compensation as related but
      distinct. We do not believe that significant compensation derived from one
      component of compensation should negate or reduce compensation from other
      components. We anticipate determining the appropriate level for each
      compensation component based in part, but not exclusively, on our view of
      internal equity and consistency, individual performance and other information
      deemed relevant and timely. We have not adopted any formal or informal policies
      or guidelines for allocating compensation between long-term and currently paid
      out compensation, between cash and non-cash compensation, or among different
      forms of compensation.




We
      may
      utilize the services of third parties from time to time in connection with
      the
      hiring and compensation awarded to executive employees. This could include
      subscriptions to executive compensation surveys and other databases.




**Benchmarking
      of Cash and Equity Compensation**




We
      believe it is important when making compensation-related decisions to be
      informed as to current practices of similarly situated publicly held companies.
      We expect to stay apprised of the cash and equity compensation practices of
      publicly held companies in the industry we operate in following our initial
      business combination through the review of such companies’ public reports and
      through other resources. It is expected that any companies chosen for inclusion
      in any benchmarking group would have business characteristics comparable to
      our
      company, including revenues, financial growth metrics, stage of development,
      employee headcount and market capitalization. While benchmarking may not always
      be appropriate as a stand-alone tool for setting compensation due to the aspects
      of our post-acquisition business and objectives that may be unique to us, we
      generally believe that gathering this information will be an important part
      of
      our compensation-related decision-making process.




**Compensation
      Components**




*Base
      Salary* .
      Generally, we anticipate setting executive base salaries at levels comparable
      with those of executives in similar positions and with similar responsibilities
      at comparable companies. We will seek to maintain base salary amounts at or
      near
      the industry norms while avoiding paying amounts in excess of what we believe
      is
      necessary to motivate executives to meet corporate goals. It is anticipated
      base
      salaries will generally be reviewed annually, subject to terms of employment
      agreements, and that we will seek to adjust base salary amounts to realign
      such
      salaries with industry norms after taking into account individual
      responsibilities, performance and experience.




22




*Annual
        Bonuses.* **** We
        may
        design and utilize cash incentive bonuses for executives to focus them on
        achieving key operational and financial objectives within a yearly time horizon.
        We **** will
        structure cash incentive bonus compensation so that it is taxable to our
        employees at the time it becomes available to them. At this time, it is not
        anticipated that any executive officer’s annual cash compensation will exceed $1
        million, and we have accordingly not made any plans to qualify for any
        compensation deductions under Section 162(m) of the Internal Revenue Code.
 
 *Equity
        Awards.* **** We
        may
        also use stock options and other stock-based awards to reward long-term
        performance. We believe that providing a meaningful portion of our executives’
total compensation package in stock options and other stock-based awards
        will
        align the incentives of our executives with the interests of our stockholders
        and with our long-term success.
 
 **ITEM
        11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT**
 
 **Security
        Ownership of Certain Beneficial Owners and Management**
 
 The
        following table sets forth information regarding the beneficial ownership
        of our
        common stock as of September 16, 2008 by:
 
 ·
              each
                  person known by us to be the beneficial owner of more than 5% of
                  our
                  outstanding ordinary shares;
 
 ·
              each
                  of our officers and directors; and
 
 ·
              all
                  our officers and directors as a
                  group.
 
 Unless
        otherwise indicated, we believe that all persons named in the table have
        sole
        voting and investment power with respect to all common stock beneficially
        owned
        by them.
  Name and Address of Beneficial Holder (1)
              
              Amount of Beneficial
                Ownership
              
              Percentage of
                Outstanding
                Common
                StockQVT
                  Financial LP (2)
              
              
              822,300
              
              
              8.4
              %HBK
                  Investments L.P.(3)
              
              
              805,902
              
              
              8.2
              %Polar
                  Securities Inc.(4)
              
              
              678,100
              
              
              6.9
              %Millenco
                  LLC(5)
              
              
              515,250
              
              
              5.3
              %Deutsche
                  Bank AG(6)
              
              
              511,083
              
              
              5.2
              %Andrew
                  M. Weiss, Ph.D.(7)
              
              
              502,750
              
              
              5.1
              %Azimuth
                  Opportunity, Ltd.(8)
              
              
              498,300
              
              
              5.1
              %Pacific
                  Assets Management, LLC(9)
              
              
              495,500
              
              
              5.1
              %Bulldog
                  Investors(10)
              
              
              495,800
              
              
              5.1
              %Robert
                  A. Schriesheim(11)
              
              
              362,500
              
              
              3.7
              %Robert
                  H. Davies(11)
              
              
              362,500
              
              
              3.7
              %Michael
                  E. Weksel(11)(12)
              
              
              362,500
              
              
              3.7
              %Dr.
                  William Weksel(11)
              
              
              362,500
              
              
              3.7
              %Paul
                  Levy(11)
              
              
              90,000
              
              
              *Matthew
                  Botwin
              
              
              30,000
              
              
              *All
                  directors and executive officers as a group (six
                  individuals)(13)
              
              
              1,570,000
              
              
              16.0
              %
  23
  *
          Less than 1%.
 
 (1)
              Unless
                  otherwise indicated, the business address of each of the individuals
                  is
                  233 East 69th Street, #6J, New York, New York
                  10021.
 
 (2)
              Represents
                  657,323 shares of common stock held by QVT Fund LP (the “Fund”), 73,694
                  shares of common stock held by Quintessence Fund L.P. (“Quintessence) and
                  91,283 shares of common stock held in a separate discretionary
                  account
                  managed for Deutsche Bank AG (the “Separate Account”). This amount
                  excludes shares issuable upon the exercise of warrants that are
                  not
                  currently exercisable and will not become exercisable within 60
                  days. QVT
                  Financial LP has voting and dispositive power with respect to all
                  such
                  shares and QVT Financial GP LLC is the general partner of QVT Financial
                  LP. The business address of QVT Financial LP, QVT Financial GP
                  LLC and QVT
                  Associates GP LLC is 1177 Avenue of the Americas, 9th Floor, New
                  York, New
                  York 10036. The business address of QVT Fund LP is Walkers SPV,
                  Walkers
                  House, Mary Street, George Town, Grand Cayman, KY1 9001 Cayman
                  Islands.
                  The foregoing information is derived from a Schedule 13G filed
                  with the
                  Securities and Exchange Commission on December 31,
                  2007.
 
 (3)
              Represents
                  805,902 shares of common stock over which HBK Investments L.P.,
                  HBK
                  Services LLC (“Services”), HBK Partners II L.P., HBK Management LLC and
                  HBK Master Fund L.P. each have shared voting and dispositive power.
                  HBK
                  Investments L.P. has delegated discretion to vote and dispose of
                  the
                  securities to Services. Services may, from time to time, delegate
                  discretion to vote and dispose of certain of the securities to
                  HBK New
                  York LLC, HBK Virginia LLC, HBK Europe Management LLP and/or HBK
                  Hong Kong
                  Ltd. (collectively, the “Subadvisors”). Each of Services and the
                  Subadvisors is under common control with HBK Investments L.P. The
                  business
                  address for each entity is 300 Crescent Court, Suite 700, Dallas,
                  Texas
                  75201. The foregoing information was derived from a Schedule 13G
                  filed
                  with the SEC on December 31, 2007.
 
 (4)
              Represents
                  (i) 509,100 shares of common stock held by North Pole Capital Master
                  Fund
                  (“North Pole”) and (ii) 169,000 shares of common stock held in certain
                  discretionary accounts (“Accounts”). Polar Securities Inc. (“Polar
                  Securities”) serves as the investment manager for North Pole and the
                  Accounts. The business address for North Pole and Polar Securities
                  is 372
                  Bay Street, 21st Floor, Toronto, Ontario M5H 2W9, Canada. The foregoing
                  information is derived from a Schedule 13G filed with the Securities
                  and
                  Exchange Commission on December 31,
                  2007.
 
 (5)
              Represents
                  515,250 units held by Millenco LLC. Each unit consists of one share
                  of
                  common stock and one warrant to purchase one share of common stock.
                  The
                  warrants are not exercisable and will not become exercisable until
                  the
                  completion of a business combination. Millennium Management LLC
                  is the
                  manager of Millenco LLC and Israel A. Englander is the managing
                  member of
                  Millennium Management LLC. Each may be deemed to have shared voting
                  control and investment discretion over the securities. The business
                  address of Mr. Englander and each of the entities is 666 Fifth
                  Avenue, New
                  York, New York 10103. The foregoing information is derived from
                  a Schedule
                  13G filed with the Securities and Exchange Commission on December
                  17,
                  2007.
 
 (6)
              Represents
                  the 511,083 shares of common stock beneficially owned by the Corporate
                  and
                  Investment Banking business group and the Corporate Investments
                  business
                  group (collectively, “CIB”) of Deutsche Bank AG and its subsidiaries and
                  affiliates (collectively, “DBAG”). The principal business address of
                  Deutsche Bank AG is Theodor-Heuss-Allee 70, 60468 Frankfurt am
                  Main,
                  Federal Republic of Germany. The foregoing information is derived
                  from a
                  Schedule 13G filed with the Securities and Exchange Commission
                  on December
                  31, 2007.
  24
  (7)
              Weiss
                  Asset Management, LLC (“Weiss Asset Management”) beneficially owns (i)
                  327,705 shares of common stock. Weiss Capital, LLC (“Weiss Capital”)
                  beneficially owns 175,045 shares of common stock. Andrew Weiss,
                  Ph.D.
                  beneficially owns 502,750 shares of common stock The shares reported
                  for
                  Weiss Asset Management include shares beneficially owned by a private
                  investment partnership of which Weiss Asset Management is the sole
                  general
                  partner. The shares reported for Weiss Capital include shares beneficially
                  owned by a private investment corporation of which Weiss Capital
                  is the
                  sole investment manager. The shares reported for Dr. Weiss include
                  shares
                  beneficially owned by a private investment partnership of which
                  Weiss
                  Asset Management is the sole general partner and which may be deemed
                  to be
                  controlled by Dr. Weiss, who is the managing member of Weiss Asset
                  Management, and also includes shares held by a private investment
                  corporation which may be deemed to be controlled by Dr. Weiss,
                  who is the
                  managing member of Weiss Capital, the investment manager of such
                  private
                  investment corporation. The business address for Weiss Asset Management,
                  Weiss Capital and Dr. Weiss is 29 Commonwealth Avenue, 10th Floor,
                  Boston,
                  Massachusetts 02116. The foregoing information is derived from
                  a Schedule
                  13G filed with the Securities and Exchange Commission on February
                  4,
                  2008.
 
 (8)
              Represents
                  498,300 shares of common stock held by Azimuth Opportunity, Ltd.
                  (“Azimuth”). The business address for Azimuth is c/o Ogier, Qwomar
                  Complex, 4th Floor, P.O. Box 3170, Road Town, Tortola, British
                  Virgin
                  Islands. The foregoing information was derived from a Schedule
                  13G filed
                  with the Securities and Exchange Commission on September 20,
                  2007.
 
 (9)
              Represents
                  495,500 shares of common stock over which Pacific Assets Management,
                  LLC
                  (“PAM”) has shared voting power. PAM is an investment adviser whose
                  clients have the right to receive or the power to direct the receipt
                  of
                  dividends from, or the proceeds from the sale of, the stock. PAM
                  is the
                  investment adviser to the JMG Triton Offshore Fund, Ltd. (“JMG Fund”).
                  Pacific Capital Management, Inc. (“PCM”) is a member of PAM. Jonathan M.
                  Glaser, Daniel Albert David and Roger Richter are control persons
                  of PAM
                  and PCM. The business address for PAM, PCM and Mr. David is 100
                  Drakes
                  Landing, Suite 207, Greenbrae, California 94904. The principal
                  business
                  office of the JMG Fund is Ogier Fiduciary Services (BVI) Ltd.,
                  Nemours
                  Chambers, P.O. Box 3170, Road Town, Tortola, British Virgin Islands
                  VG1110. The business address of Mr. Glaser is 11601 Wilshire Boulevard,
                  Suite 2180, Los Angeles, California 90025. The principal business
                  office
                  of Mr. Richter is One Sansome Street, 39th Floor, San Francisco,
                  California 94104. The foregoing information was derived from a
                  Schedule
                  13G filed with the Securities and Exchange Commission on June 29,
                  2007.
 
 (10)
              Represents
                  495,800 shares over which Bulldog Investors has sole dispositive
                  power,
                  including 390,700 shares over which it has sole voting power. The
                  business
                  address of Bulldog Investors is Park 80 West, Plaza Two, Saddle
                  Brook, New
                  Jersey 07633. The foregoing information was derived from a Schedule
                  13G
                  filed with the Securities and Exchange Commission on July 28,
                  2008.
 
 (11)
              Does
                  not include 227,500 shares of common stock issuable upon exercise
                  of
                  insider warrants that are not exercisable and will not become exercisable
                  within 60 days.
 
 (12)
              Includes
                  12,500 shares of common stock held by the Carina Heart Weksel Irrevocable
                  Trust, a trust established for the benefit of Mr. Weksel’s daughter, of
                  which Mr. Weksel and his wife are the sole
                  trustees.
 
 (13)
              Does
                  not include 1,137,500 shares of common stock issuable upon exercise
                  of
                  insider warrants that are not exercisable and will not become exercisable
                  within 60 days.
  25
  Our
        founders, which include all of our officers and directors, collectively,
        beneficially own approximately 18% of the issued and outstanding shares of
        our
        common stock. Because of the ownership block held by our founders, such
        individuals may be able to effectively exercise control over all matters
        requiring approval by our stockholders, including the election of directors
        and
        approval of significant corporate transactions other than approval of our
        initial business combination.
 
 All
        of
        the founders’ shares have been placed in escrow with Continental Stock Transfer
& Trust Company, as escrow agent, until one year after the consummation of
        a
        business combination. The founders’ shares may be released from escrow earlier
        than this date if, after we consummate a business combination, we consummate
        a
        subsequent liquidation, merger, stock exchange or other similar transaction
        which results in all of our stockholders having the right to exchange their
        shares of common stock for cash, securities or other property. During the
        escrow
        period, the holders of these shares will not be able to sell or transfer
        their
        securities except to their spouses and children or trusts established for
        their
        benefit, but will retain all other rights as our stockholders (to the extent
        of
        their shares of common stock), including, without limitation, the right to
        vote
        their shares of common stock and the right to receive cash dividends, if
        declared. If dividends are declared and payable in shares of common stock,
        such
        dividends will also be placed in escrow. If we are unable to effect a business
        combination and liquidate, none of our existing stockholders will receive
        any
        portion of the liquidation proceeds with respect to their founders’
shares.
 
 Messrs.
        Schriesheim, Dr. William Weksel, Davies and Michael E. Weksel are our
“promoters,” as that term is defined under the Federal securities
        laws.
 
 **ITEM
        12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE**
 
 **Certain
        Relationships and Related Transactions**
 
 On
        July
        5, 2007, Robert A. Schriesheim, Robert H. Davies, Michael E. Weksel, Dr.
        William
        Weksel, Paul Levy, Ira Hollenberg IRA, Silverman Realty Group, Inc. Profit
        Sharing Plan (LCPSP), Norbert W. Strauss, David Strauss and Jonathan Strauss,
        each believed by us to be accredited investors, purchased an aggregate of
        1,820,000 insider warrants (for a total purchase price of $1,820,000) from
        us.
        These purchases took place on a private placement basis simultaneously with
        the
        consummation of our IPO. The insider warrants are identical to the warrants
        underlying the units offered in our IPO except that if we call the warrants
        for
        redemption, the insider warrants will be exercisable on a cashless basis
        so long
        as such warrants are held by the purchasers or their affiliates. The purchasers
        have agreed that the insider warrants will not be sold or transferred by
        them
        until 90 days after we have completed a business combination. The holders
        of the
        majority of these insider warrants (or underlying shares) will be entitled
        to
        demand that we register these securities. The holders of the majority of
        these
        securities may elect to exercise these registration rights with respect to
        such
        securities at any time after we consummate a business combination. In addition,
        these holders have certain “piggy-back” registration rights with respect to
        registration statements filed subsequent to such date. We will bear the expenses
        incurred in connection with the filing of any such registration
        statements.
 
 Prior
        to
        our IPO, Robert A. Schriesheim, Robert H. Davies, Michael E. Weksel
        and Dr. William Weksel advanced to us an aggregate of $150,000 to cover
        expenses related to the offering. The loans were repaid without interest
        from
        the proceeds of our IPO not placed in trust.
 
 We
        will
        reimburse our officers and directors for any reasonable out-of-pocket business
        expenses incurred by them in connection with certain activities on our behalf
        such as identifying and investigating possible target businesses and business
        combinations. There is no limit on the amount of out-of-pocket expenses
        reimbursable by us, which will be reviewed only by our board or a court of
        competent jurisdiction if such reimbursement is challenged.
  26
  Other
        than reimbursable out-of-pocket expenses payable to our officers and directors,
        no compensation or fees of any kind, including finder’s fees, consulting fees or
        other similar compensation, has been nor will be paid to any of our founders,
        or
        to any of their respective affiliates, prior to or with respect to the business
        combination (regardless of the type of transaction).
 
 All
        ongoing and future transactions between us and any of our officers and directors
        or their respective affiliates, including loans by our officers and directors,
        will be on terms believed by us to be no less favorable to us than are available
        from unaffiliated third parties. Such transactions or loans, including any
        forgiveness of loans, will require prior approval by a majority of our
        uninterested ‘‘independent’’ directors (to the extent we have any) or the
        members of our board who do not have an interest in the transaction, in either
        case who had access, at our expense, to our attorneys or independent legal
        counsel. We will not enter into any such transaction unless our disinterested
        ‘‘independent’’ directors (or, if there are no ‘‘independent’’ directors, our
        disinterested directors) determine that the terms of such transaction are
        no
        less favorable to us than those that would be available to us with respect
        to
        such a transaction from unaffiliated third parties.
 
 **Related
        Party Policy**
 
 Our
        Code
        of Ethics requires us to avoid, wherever possible, all related party
        transactions that could result in actual or potential conflicts of interest,
        except under guidelines approved by the board of directors (or the audit
        committee). Related-party transactions are defined as transactions in which
        (1)
        the aggregate amount involved will or may be expected to exceed $120,000
        in any
        calendar year, (2) we or any of our subsidiaries is a participant, and (3)
        any
        (a) executive officer, director or nominee for election as a director, (b)
        greater than 5 percent beneficial owner of our common stock, or (c) immediate
        family member, of the persons referred to in clauses (a) and (b), has or
        will
        have a direct or indirect material interest (other than solely as a result
        of
        being a director or a less than 10 percent beneficial owner of another entity).
        A conflict of interest situation can arise when a person takes actions or
        has
        interests that may make it difficult to perform his or her work objectively
        and
        effectively. Conflicts of interest may also arise if a person, or a member
        of
        his or her family, receives improper personal benefits as a result of his
        or her
        position. While we have agreed not to consummate a business combination with
        an
        entity which is affiliated with any of our officers, directors or founders,
        we
        are not prohibited from entering into other related-party transactions.
 
 Our
        board
        of directors is responsible for reviewing and approving related-party
        transactions to the extent we enter into such transactions. The board of
        directors will consider all relevant factors when determining whether to
        approve
        a related party transaction, including whether the related party transaction
        is
        on terms no less favorable than terms generally available to an unaffiliated
        third-party under the same or similar circumstances and the extent of the
        related party’s interest in the transaction. No director may participate in the
        approval of any transaction in which he is a related party, but that director
        is
        required to provide the other members of the board of directors with all
        material information concerning the transaction. Additionally, we require
        each
        of our directors and executive officers to complete a directors’ and officers’
questionnaire that elicits information about related party transactions.
        These
        procedures are intended to determine whether any such related party transaction
        impairs the independence of a director or presents a conflict of interest
        on the
        part of a director, employee or officer.
 
 **Director
        Independence**
 
 The
        American Stock Exchange requires that a majority of our board must be composed
        of “independent directors,” which is defined generally as a person other than an
        officer or employee of the company or its subsidiaries or any other individual
        having a relationship, which, in the opinion of the company’s board of directors
        would interfere with the director’s exercise of independent judgment in carrying
        out the responsibilities of a director.
  27
  Our
        board
        of directors has determined that each of Robert
        A.
        Schriesheim, Paul Levy and Matthew Botwin are
        independent directors as such term is defined in Rule 10A-3 of the Exchange
        Act
        and the rules of the American Stock Exchange. Our independent directors will
        have regularly scheduled meetings at which only independent directors are
        present.
 
 **ITEM
        13. EXHIBITS**
 
 (a)
        The
        following Exhibits are filed as part of this report.
 
 Exhibit
                  No.
              
              Description3.1
              
              Amended
                  and Restated Certificate of Incorporation.*3.2
              
              By-laws.*4.1
              
              Specimen
                  Unit Certificate.*4.2
              
              Specimen
                  Common Stock Certificate.*4.3
              
              Specimen
                  Warrant Certificate.*4.4
              
              Form
                  of Unit Purchase Option granted to Representatives.*4.5
              
              Form
                  of Warrant Agreement between Continental Stock Transfer & Trust
                  Company and the Registrant.*10.1
              
              Letter
                  Agreement among the Registrant,Jesup
                  & Lamont Securities Corporation and Michael E. Weksel.*10.2
              
              Letter
                  Agreement among the Registrant,Jesup
                  & Lamont Securities Corporation and Robert H. Davies.*10.3
              
              Letter
                  Agreement among the Registrant,Jesup
                  & Lamont Securities Corporation and William E. Weksel.*10.4
              
              Letter
                  Agreement among the Registrant,Jesup
                  & Lamont Securities Corporation and Robert A. Schriesheim.*10.5
              
              Letter
                  Agreement among the Registrant,Jesup
                  & Lamont Securities Corporation and Paul Levy.*10.6
              
              Letter
                  Agreement among the Registrant,Jesup
                  & Lamont Securities Corporation and Matthew Botwin.*10.7
              
              Letter
                  Agreement among the Registrant, Jesup & Lamont Securities Corporation
                  and Ira Hollenberg IRA.*
  28
 
 10.8
              Letter
                  Agreement among the Registrant, Jesup & Lamont Securities Corporation
                  and Leon Silverman Trust Fund.*10.9
              Letter
                  Agreement among the Registrant, Jesup & Lamont Securities Corporation
                  and Norbert W. Strauss.*10.10
              Letter
                  Agreement among the Registrant, Jesup & Lamont Securities Corporation
                  and David Strauss.*10.11
              Letter
                  Agreement among the Registrant, Jesup & Lamont Securities Corporation
                  and Jonathan Strauss.*10.12
              Form
                  of Investment Management Trust Agreement between Continental Stock
                  Transfer & Trust Company and the Registrant.*10.13
              Form
                  of Stock Escrow Agreement between the Registrant, Continental Stock
                  Transfer & Trust Company and the Initial
                  Stockholders.*10.14
              Form
                  of Warrant Escrow Agreement between the Registrant, Continental
                  Stock
                  Transfer & Trust Company and the Warrant
                  Purchasers.*10.15
              Promissory
                  Note issued toeach of Dr. William Weksel, Robert A. Schriesheim, Robert H. Davies
                  and
                  Michael E. Weksel.*10.16
              Form
                  of Registration Rights Agreement among the Registrant and the Initial
                  Stockholders.*10.17
              Form
                  of Subscription Agreements among the Registrant, Graubard Miller
                  and each
                  ofDr.
                  William Weksel, Robert A. Schriesheim, Robert H. Davies, Michael
                  E.
                  Weksel, Paul Levy, Ira Hollenberg IRA, Leon Silverman Trust Fund,
                  Norbert
                  W. Strauss, David Strauss and Jonathan Strauss.*10.18
              Agreement
                  and Plan of Merger, dated as of August 13, 2008, by and among the
                  Registrant, China Networks Media Limited, MediaInv Ltd. and the
                  other
                  persons signatory thereto (the “Merger Agreement”).**31.1
              Certification
                  of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley
                  Act of 2002.31.2
              Certification
                  of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley
                  Act of 2002.32
              Certification
                  of Chief Executive Officer and Chief Financial Officer pursuant
                  to Section
                  906 of the Sarbanes-Oxley Act of 2002.*
              Incorporated
                  by reference to the Registrant’s Registration Statement on Form S-1 (SEC
                  File No. 333-138699).**
              Incorporated
                  by reference to the Registrant’s Current Report on Form 8-K, dated August
                  13, 2008.
  29
  **ITEM
        14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.**
 
 The
        firm
        of Marcum
        & Kliegman LLP acts as
        our principal accountant. The following is a summary of fees paid to our
        principal accountant for services rendered.
 
 **Audit
        Fees**
 
 During
        the year ended June 30, 2008, we paid our principal accountants $39,000 for
        the
        services they performed in connection with our Registration Statement on
        Form
        S-1 related to our initial public offering, including the financial statements
        included in the Current Report on Form 8-K filed with the Securities and
        Exchange Commission on July 6, 2007, and $47,000 in connection with our June
        30,
        2007 Annual Audit on Form 10-KSB and the review of our Quarterly Reports
        on Form
        10-QSB. The fee for the audit of the financial statements included in this
        Annual Report on Form 10-KSB for the fiscal year ended June 30, 2008 is $30,000.
        The aggregate of such fees is $116,000.
 
 **Audit-Related
        Fees**
 
 We
        did
        not receive audit-related services that are not reported as Audit Fees for
        the
        year ended June 30, 2008.
  30
  **Tax
        Fees**
 
 During
        fiscal 2008, our principal accountant did render services to us for tax
        compliance, tax advice and tax planning, in the amount if $3,600.
 
 **All
        Other Fees**
 
 During
        fiscal 2008, there were no fees billed for products and services provided
        by the
        principal accountant other than those set forth above.
 
 **Audit
        Committee Approval**
 
 Since
        our
        audit committee was not formed until July 2007, the audit committee did not
        pre-approve all of the foregoing services although any services rendered
        prior
        to the formation of our audit committee were approved by our board of directors.
        However, in accordance with Section 10A(i) of the Securities Exchange Act
        of
        1934, before we engage our independent accountant to render audit or non-audit
        services on a going-forward basis, the engagement will be approved by our
        audit
        committee.
  31
  **INDEX
        TO FINANCIAL STATEMENTS**
 
 PageReport
                  of Independent Registered Public Accounting Firm
              F-2Balance
                  Sheet at June 30, 2008
              F-3Statements
                  of Operations for the fiscal year ended June 30, 2008, and for
                  the periods
                  from August 16, 2006 (inception) through June 30, 2007 and June
                  30,
                  2008
              F-4Statements
                  of Changes in Stockholders’ Equity for the period from August 16, 2006
                  (inception) through June 30, 2008
              F-5Statements
                  of Cash Flows for the fiscal year ended June 30, 2008, and for
                  the periods
                  from August 16, 2006 (inception) through June 30, 2007 and June
                  30,
                  2008
              F-6Notes
                  to Financial Statements
              F-7
                  - F-16
  F-1
  **REPORT
        OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM**
 
 To
        the
        Audit Committee of the Board of Directors and Stockholders of
 Alyst
        Acquisition Corp.
 
 We
        have
        audited the accompanying balance sheet of Alyst Acquisition Corp. (a development
        stage company) (the “Company”) as of June 30, 2008, and the related statements
        of operations, changes in stockholders’ equity and cash flows for the year then
        ended and for the periods from August 16, 2006 (inception) through June 30,
        2007
        and June 30, 2008. These financial statements are the responsibility of the
        Company’s management. Our responsibility is to express an opinion on these
        financial statements based on our audit.
 
 We
        conducted our audit in accordance with the standards of the Public Company
        Accounting Oversight Board (United States). Those standards require that
        we plan
        and perform the audit to obtain reasonable assurance about whether the financial
        statements are free of material misstatement. The Company is not required
        to
        have, nor were we engaged to perform, an audit of its internal control over
        financial reporting. Our audit included consideration of internal control
        over
        financial reporting as a basis for designing audit procedures that are
        appropriate in the circumstances, but not for the purpose of expressing an
        opinion on the effectiveness of the Company’s internal control over financial
        reporting. Accordingly, we express no such opinion. An audit also includes
        examining, on a test basis, evidence supporting the amounts and disclosures
        in
        the financial statements, assessing the accounting principles used and
        significant estimates made by management, as well as evaluating the overall
        financial statement presentation. We believe that our audit provides a
        reasonable basis for our opinion.
 
 The
        accompanying financial statements have been prepared assuming that the Company
        will continue as a going concern. As discussed in Note 2 to the financial
        statements, the Company’s certificate of incorporation provides for mandatory
        liquidation of the Company in the event that the Company does not consummate
        a
        business combination (as defined) prior to June 29, 2009. These factors raise
        substantial doubt about its ability to continue as a going concern. Management’s
        plans regarding those matters are described in Note 2. The financial statements
        do not include any adjustments that might result from the outcome of this
        uncertainty.
 
 In
        our
        opinion, the financial statements referred to above present fairly, in all
        material respects, the financial position of Alyst Acquisition Corp. (a
        development stage company) as of June 30, 2008, and the results of its
        operations and its cash flows for the year then ended, and for the periods
        from
        August 16, 2006 (inception) through June 30, 2007 and June 30, 2008, in
        conformity with United States generally accepted accounting
        principles.
 
 /s/
        Marcum & Kliegman LLP
 Melville,
        New York
 
 September
        23, 2008
  F-2
 **ALYST
          ACQUISITION CORP.**
 **(a
          development stage company)**
 
 **BALANCE
          SHEET**
 
 June 30,
                  2008**ASSETS**Current
                    Assets:Cash
                    and cash equivalents
                
                $
                419,058Cash
                    held in trust account, interest available for workingcapital
                    and taxes (totaling $749,337):Cash
                    held in trust account
                
                
                492,856Income
                    taxes refund receivable
                
                
                256,481Prepaid
                    expenses
                
                
                43,476Deferred
                    target acquisition costs
                
                
                472,752Total
                    current assets
                
                
                1,684,623Cash
                    held in trust account, restricted
                
                
                63,154,286Total
                    assets
                
                $
                64,838,909**LIABILITIES
                    AND STOCKHOLDERS’ EQUITY**Current
                    Liabilities -accrued expenses
                
                $
                459,025Common
                    stock subject to possible conversion,2,413,319
                    shares at conversion value
                
                
                18,946,276Commitments
                    and contingenciesStockholders’
                    equityPreferred
                    stock, $.0001 par value, authorized 1,000,000shares;
                    none issued or outstanding
                
                
                —Common
                    stock, $.0001 par value, authorized 30,000,000shares;
                    issued and outstanding 9,794,400 shares (less2,413,319
                    shares subject to possible conversion)
                
                
                738Additional
                    paid-in capital
                
                
                44,280,250Earnings
                    accumulated during the development stage
                
                
                1,152,620Total
                    stockholders’ equity
                
                
                45,433,608Total
                    liabilities and stockholders’ equity
                
                $
                64,838,909
  *The
          accompanying notes are an integral part of these financial
          statements.*
  F-3
  **ALYST
          ACQUISITION CORP.**
 **(a
          development stage company)**
 
 **STATEMENTS
          OF OPERATIONS**
 
 For the year
                  ended
                  June 30, 2008
                
                For the period
                  from
                  August 16, 2006
                  (inception)
                  through
                  June 30, 2007
                
                For the period
                  from
                  August 16, 2006
                  (inception)through
                  June 30, 2008Revenue
                
                $
                —
                
                $
                —
                
                $
                —Formation
                    and operating costs
                
                
                319,003
                
                
                4,848
                
                
                323,851Loss
                    from operations
                
                
                (319,003
                )
                
                (4,848
                )
                
                (323,851
                )Interest
                    income, net
                
                
                2,426,933
                
                
                1,536
                
                
                2,428,469Income
                    (loss) before provision forincome
                    taxes
                
                
                2,107,930
                
                
                (3,312
                )
                
                2,104,618Provision
                    for income taxes
                
                
                951,394
                
                
                604
                
                
                951,998Net
                    income (loss)
                
                $
                1,156,536
                
                $
                (3,916
                )
                $
                1,152,620Weighted
                    average number of commonshares
                    outstanding excluding sharessubject
                    to possible conversion- basicand
                    diluted
                
                
                7,319,371
                
                
                1,750,000Basic
                    and diluted net income (loss) pershare
                
                $
                0.16
                
                $
                (0.00
                )
  *The
          accompanying notes are an integral part of these financial
          statements.*
  F-4
  **ALYST
          ACQUISITION CORP.**
 **(a
          development stage company)**
 
 **STATEMENTS
          OF CHANGES IN STOCKHOLDERS’ EQUITY**
 **For
          the period from August 16, 2006 (inception) through June 30,
          2008**
  Common Stock
                
                Additional
                
                (Deficit)
                  earnings
                  accumulated
                  during the
                  development
                
                Total
                  stockholders’Shares
                
                Amount
                
                paid-in capital
                
                stage
                
                equityBalance
                    atAugust
                    16, 2006(inception)
                
                
                —
                
                $
                —
                
                $
                —
                
                $
                —
                
                $
                —Common
                    shares issuedat
                    inception at $0.014per
                    share
                
                
                1,750,000
                
                
                175
                
                
                24,825
                
                
                —
                
                
                25,000Net
                    loss fromAugust
                    16, 2006(inception)
                    throughJune
                    30, 2007
                
                
                —
                
                
                —
                
                
                —
                
                
                (3,916
                )
                
                (3,916
                )Balance
                    atJune
                    30, 2007
                
                
                1,750,000
                
                
                175
                
                
                24,825
                
                
                (3,916
                )
                
                21,084Sale
                    of 8,044,400 units,net
                    of underwriters’discount
                    and offeringexpenses
                    of$2,973,036
                    (includes2,413,319
                    sharessubject
                    to possibleconversion)
                
                
                8,044,400
                
                
                804
                
                
                61,381,360
                
                
                —
                
                
                61,382,164Proceeds
                    subject topossible
                    conversionof
                    2,413,319 shares
                
                
                —
                
                
                (241
                )
                
                (18,946,035
                )
                
                —
                
                
                (18,946,276
                )Proceeds
                    from issuanceof
                    insiders’ warrants
                
                
                —
                
                
                —
                
                
                1,820,000
                
                
                —
                
                
                1,820,000Proceeds
                    from issuanceof
                    underwriters’purchase
                    option
                
                
                —
                
                
                —
                
                
                100
                
                
                —
                
                
                100Net
                    income for yearended
                    June 30, 2008
                
                
                —
                
                
                —
                
                
                —
                
                
                1,156,536
                
                
                1,156,536Balance
                    at June 30, 2008
                
                
                9,794,400
                
                $
                738
                
                $
                44,280,250
                
                $
                1,152,620
                
                $
                45,433,608
  *The
          accompanying notes are an integral part of these financial
          statements.*
  F-5
  **ALYST
          ACQUISITION CORP.**
 **(a
          development stage company)**
 
 **STATEMENTS
          OF CASH FLOWS**
 
 For the year
                  ended
                  June 30, 2008
                
                For the period
                  from
                  August 16, 2006
                  (inception)
                  through
                  June 30, 2007
                
                For the period
                  from
                  August 16, 2006
                  (inception)
                  through
                  June 30, 2008**Cash flows from operating
                    activities**Net
                    income (loss)
                
                $
                1,156,536
                
                $
                (3,916
                )
                $
                1,152,620Adjustment
                    to reconcile net income (loss) to netcash
                    provided by (used in) operatingactivities:Change
                    in operating assets and liabilities:Prepaid
                    expenses
                
                
                (43,476
                )
                
                —
                
                
                (43,476
                )Accrued
                    expenses
                
                
                457,025
                
                
                2,000
                
                
                459,025Net
                    cash provided by (used in) operatingactivities
                
                
                1,570,085
                
                
                (1,916
                )
                
                1,568,169**Cash
                    flows from investing activities**Cash
                    held in trust account restricted
                
                
                (63,154,286
                )
                
                —
                
                
                (63,154,286
                )Cash
                    held in trust account, interest available forworking
                    capital and taxes
                
                
                (749,337
                )
                
                —
                
                
                (749,337
                )Deferred
                    target acquisition costs
                
                
                (472,752
                )
                
                —
                
                
                (472,752
                )Net
                    cash used in investing activities
                
                
                (64,376,375
                )
                
                —
                
                
                (64,376,375
                )**Cash
                    flows from financing activities**Proceeds
                    from issuance of common stockto
                    initial stockholders
                
                
                —
                
                
                25,000
                
                
                25,000Proceeds
                    from notes payable tostockholders
                
                
                —
                
                
                150,000
                
                
                150,000Gross
                    proceeds from initial public offering
                
                
                64,355,200
                
                
                —
                
                
                64,355,200Proceeds
                    from issuance of insiders’ warrants
                
                
                1,820,000
                
                
                —
                
                
                1,820,000Proceeds
                    from issuance of underwriters’purchase
                    option
                
                
                100
                
                
                —
                
                
                100Payment
                    of notes payable to stockholders
                
                
                (150,000
                )
                
                —
                
                
                (150,000
                )Payment
                    of offering costs
                
                
                (2,865,439
                )
                
                (107,597
                )
                
                (2,973,036
                )Net
                    cash provided by financing activities
                
                
                63,159,861
                
                
                67,403
                
                
                63,227,264Net
                    increase in cash
                
                
                353,571
                
                
                65,487
                
                
                419,058Cash
                    at beginning of period
                
                
                65,487
                
                
                —
                
                
                —Cash
                    at end of period
                
                $
                419,058
                
                $
                65,487
                
                $
                419,058Supplemental
                    disclosures of non-cash transactions:Cash
                    paid during period for:Interest
                
                $
                951
                
                $
                —
                
                $
                951Taxes
                
                $
                1,207,875
                
                $
                604
                
                $
                1,208,479Accrual
                    for deferred offering costs:Deferred
                    offering costs
                
                $
                —
                
                $
                20,123
                
                $
                —Accrued
                    offering costs
                
                $
                —
                
                $
                (20,123
                )
                $
                —
  *The
          accompanying notes are an integral part of these financial
          statements.*
  F-6
  **ALYST
          ACQUISITION CORP.**
 **(a
          development stage company)**
 **Notes
          to Financial Statements**
 
 **NOTE
          1. Organization and Business Operations**
 
 Alyst
          Acquisition Corp. (the “Company”) was incorporated in Delaware on August 16,
          2006 as a blank check company to serve as a vehicle to effect a merger,
          capital
          stock exchange, asset acquisition or other similar business combination
          with an
          operating business (“Business Combination”).
 
 All
          activity from August 16, 2006 through July 5, 2007 relates to the Company’s
          formation and the public offering described below. Since July 6, 2007,
          the
          Company has been searching for a target business to acquire. The Company
          has
          selected June 30 as its fiscal year end.
 
 The
          registration statement for the Company’s initial public offering (“Offering”)
          was declared effective June 29, 2007 (“Effective Date”). The Company consummated
          the Offering on July 5, 2007 and received net proceeds of $61,382,164 and
          $1,820,000 from the sale of insider warrants on a private placement basis
          (see
          Note 3). The Company’s management has broad discretion with respect to the
          specific application of the net proceeds of this Offering, although
          substantially all of the net proceeds of the Offering are intended to be
          generally applied toward consummating a Business Combination. There is
          no
          assurance that the Company will be able to successfully effect a Business
          Combination.
 
 An
          amount
          of $63,154,286 (or approximately $7.85 per share) of the net proceeds of
          the
          Offering and the sale of the insiders’ warrants (see Note 3) was placed in a
          trust account (“Trust Account”) upon the consummation of the Offering.
          The proceeds held in the Trust Account may be invested in United
          States “government securities” within the meaning of Section 2(a)(16) of the
          Investment Company Act of 1940 having a maturity of 180 days or less or
          in money
          market funds meeting certain conditions under Rule 2a-7 promulgated under
          the
          Investment Company Act of 1940 until the earlier of (i) the consummation
          of the Company's initial Business Combination or (ii) liquidation of the
          Company. As of June 30, 2008, the balance in the Trust Account was $63,647,142,
          which includes $492,856 which is available for working capital purposes
          and
          $256,481 of prepaid income taxes included in total cash held in trust account,
          interest available for working capital and taxes. The balance of $63,154,286
          has
          been classified on the June 30, 2008 balance sheet as cash held in trust
          account, restricted. Since the inception of the Trust Account through June
          30,
          2008, $2,411,857 has been earned in cumulative interest, of which $1,919,000
          has
          been transferred out of the Trust Account to the operating account of the
          Company for working capital and tax purposes. During the year ended June
          30,
          2008 all of the funds in the Trust Account were invested in Western Asset
          Institutional Government Money Market Fund Class A. The placing of funds
          in the
          Trust Account may not protect those funds from third party claims against
          the
          Company. Although the Company will seek to have all vendors, prospective
          target
          businesses or other entities it engages, execute agreements with the Company
          waiving any right, title, interest or claim of any kind in or to any monies
          held
          in the Trust Account, there is no guarantee that they will execute such
          agreements.
 
 The
          Company’s officers have agreed that they will be personally liable under certain
          circumstances to ensure that the proceeds in the Trust Account are not
          reduced
          by the claims of target businesses or vendors or other entities that are
          owed
          money by the Company for services rendered, contracted for or products
          sold to
          the Company. However, there can be no assurance that they will be able
          to
          satisfy those obligations. The remaining net proceeds (not held in the
          Trust
          Account) may be used to pay for business, legal and accounting due diligence
          on
          prospective acquisitions and continuing general and administrative expenses.
          Except with respect to interest income that may be released to the Company
          of
          (i) up to $1,680,000 to fund expenses related to investigating and selecting
          a
          target business and other working capital requirements and (ii) any additional
          amounts needed to pay income or other tax obligations, the proceeds held
          in
          trust will not be released from the Trust Account until the earlier of
          the
          completion of a Business Combination or the Company’s
          liquidation.
  F-7
  **ALYST
          ACQUISITION CORP.**
 **(a
          development stage company)**
 **Notes
          to Financial Statements**
 
 **NOTE
          1. Organization and Business Operations (Continued)**
 
 The
          Company, after signing a definitive agreement for a Business Combination
          with a
          target business or businesses, is required to submit such transaction for
          stockholder approval. In the event that the stockholders owning 30% or
          more of
          the shares sold in the Offering vote against the Business Combination and
          exercise their conversion rights described below, the Business Combination
          will
          not be consummated. All of the Company’s stockholders prior to  the
          Offering, including all of the officers and directors of the Company (“Initial
          Stockholders”) have agreed to vote all of their Founders’ Common Stock in
          accordance with the vote of the majority in interest of all other stockholders
          of the Company (“Public Stockholders”) with respect to any Business Combination.
          After consummation of a Business Combination, these voting restrictions
          will no
          longer apply.
 
 With
          respect to a Business Combination which is approved and consummated, any
          Public
          Stockholder who voted against the Business Combination may demand that
          the
          Company convert his or her shares into cash from the Trust Account. The
          per
          share conversion price will equal the amount in the Trust Account, calculated
          as
          of two business days prior to the consummation of the proposed Business
          Combination, divided by the number of shares of common stock held by Public
          Stockholders at the consummation of the Offering. Accordingly, Public
          Stockholders holding 30% (minus 1 share) of the aggregate number of shares
          owned
          by all Public Stockholders may seek conversion of their shares in the event
          of a
          Business Combination. Such Public Stockholders are entitled to receive
          their per
          share interest in the Trust Account computed without regard to the shares
          held
          by Initial Stockholders.
 
 The
          Company’s Certificate of Incorporation was amended on June 29, 2007 (“Effective
          Date”) to provide that the Company will continue in existence only until 24
          months from the Effective date of the registration statement relating to
          the
          Offering, or June 29, 2009. If the Company has not completed a Business
          Combination by such date, its corporate existence will cease except for
          the
          purposes of liquidating and winding up its affairs. In the event of liquidation,
          it is possible that the per share value of the residual assets remaining
          available for distribution (including Trust Account assets) will be less
          than
          the initial public offering price per Unit in the Offering.
 
 The
          Initial Stockholders have waived their rights to participate in any liquidation
          distribution, but only with respect to the 1,750,000 shares issued at inception
          at $0.014 per share (the “Founders’ Common Stock”); they will participate in any
          liquidation distribution with respect to any shares of common stock acquired
          in
          connection with or following the Offering.
 
 **NOTE
          2.**  **Summary
          of Significant Accounting Policies**
 
 ***Going
          Concern and Management’s Plan and Intentions:***
 
 As
          of
          June 30, 2008, excluding Cash held in the Trust Account - restricted of
          $63,154,286, the Company had working capital of $1,225,598. The Company’s only
          source of income, to enable it to continue to fund its search for an acquisition
          candidate, is the interest it earns on its money not held in the Trust
          Account.
          These funds may not be sufficient to maintain the Company until a business
          combination is consummated. In addition, there can be no assurance that
          the
          Company will enter into a Business Combination prior to June 29, 2009.
          Pursuant
          to its Amended and Restated Certificate of Incorporation, the Company would
          have
          to liquidate pursuant to a dissolution plan and return the  funds
          held in the Trust Account to the holders of shares issued in the Offering
          as
          previously described. These factors raise substantial doubt about the Company’s
          ability to continue as a going concern. These audited financial statements
          do
          not include any adjustments that might result from the outcome of these
          uncertainties.
 
 ***Cash
          and Cash Equivalents:***
 
 The
          Company considers all highly liquid investments purchased with an original
          maturity of three months or less to be cash equivalents. Cash equivalents
          are
          carried at cost, which approximates fair value.
  F-8
  **ALYST
          ACQUISITION CORP.**
 **(a
          development stage company)**
 **Notes
          to Financial Statements**
 
 **NOTE
          2.**  **Summary
          of Significant Accounting Policies (Continued)**
 
 ***Concentration
          of Credit Risk:***
 
 SFAS
          No. 105, “Disclosure of Information about Financial Instruments with
          Off-Balance Sheet Risk and Financial Instruments with Concentration of
          Credit
          Risk”, requires disclosure of significant concentrations of credit risk
          regardless of the degree of risk. At June 30, 2008, financial instruments
          that
          potentially expose the Company to credit risk consist of cash. The Company
          maintains its cash balances in various financial institutions. The Federal
          Deposit Insurance Corporation insures balances in bank accounts up to $100,000
          and the Securities Investor Protection Corporation insures balances up
          to
          $500,000 in brokerage accounts. At June 30, 2008, the uninsured balances
          amounted to approximately $63,400,000. Management believes the risk of
          loss to
          be minimal.
 
 ***Cash
          held in Trust Account—restricted:***
 
 The
          Company considers the restricted portion of the funds held in the Trust
          Account
          as being a non-current asset. A current asset is one that is reasonably
          expected
          to be used to pay current liabilities, such as accounts payable or short-term
          debt or to pay current operating expenses, or will be used to acquire other
          current assets. Since the acquisition of a business is principally considered
          to
          be a long-term purpose, with long-term assets such as property and intangibles,
          typically being a major part of the acquired assets, the Company has reported
          the funds anticipated to be used in the acquisition as a non-current asset.
 
 ***Accretion
          of Trust Account relating to common stock subject to possible
          conversion:***
 
 The
          Company records accretion, if any, of the income earned in the trust account
          relating to the common stock subject to possible conversion based on the
          excess
          of the earnings for the period over the amount which is available to be
          used for
          working capital and taxes. Since 30% (less one share) of the shares issued
          in
          the Offering are subject to possible conversion, the portion of the excess
          earnings related to those shares will be reflected on the balance sheet
          as part
          of “Common stock subject to possible conversion” and is deducted from
“Additional paid-in capital”. The portion of the excess earnings will also be
          presented as a deduction from the net income on the Statements of Operations
          to
          appropriately reflect the amount of net income which would remain available
          to
          the common stockholders who did not elect to convert their shares to cash.
          At
          June 30, 2008 there was no accretion of income due to stockholders.
 
 ***Earnings
          Per Share:***
 
 The
          Company follows the provisions of Statement of Financial Accounting Standards
          (“SFAS”) No. 128, “Earnings per Share”. In accordance with SFAS
          No. 128, earnings per common share amounts (“Basic EPS”) are computed by
          dividing earnings by the weighted average number of common shares outstanding
          for the period. Common shares subject to possible conversion of 2,413,319
          have
          been excluded from the calculation of basic earnings per share since such
          shares, if redeemed, only participate in their pro rata shares of the trust
          earnings. Earnings per common share amounts, assuming dilution (“Diluted EPS”),
          gives effect to dilutive options, warrants, and other potential common
          stock
          outstanding during the period. SFAS No. 128 requires the presentation of
          both Basic EPS and Diluted EPS on the face of the statements of operations.
          The
          effect of the 9,864,400 outstanding Warrants issued in connection with
          the
          Public Offering and the Insiders’ Warrants described in Note 3 have not been
          considered in the diluted earnings per share calculation since the Warrants
          are
          contingent upon the occurrence of future events, and therefore, are not
          includable in the calculation of diluted earnings per share in accordance
          with
          SFAS 128.
  F-9
  **ALYST
          ACQUISITION CORP.**
 **(a
          development stage company)**
 **Notes
          to Financial Statements**
 
 **NOTE
          2.**  **Summary
          of Significant Accounting Policies (Continued)**
 
 ***Stock
          Based Compensation:***
 
 The
          Company accounts for stock options and warrants using the fair value recognition
          provisions of Statement of Financial Accounting Standards (“SFAS”) No. 123
          (Revised 2004), “Share-Based Payment,” (“SFAS 123(R)”). SFAS 123(R) addresses
          all forms of share based compensation awards including shares issued under
          employment stock purchase plans, stock options, restricted stock and stock
          appreciation rights. Under SFAS 123(R), share based payment awards will
          be
          measured at fair value on the awards grant date, based on the estimated
          number
          of awards that are expected to vest and will be reflected as compensation
          expense in the financial statements.
 
 ***Fair
          Value of Financial Instruments:***
 
 The
          carrying value of cash, investments held in the Trust Account, and accrued
          expenses are reasonable estimates of the fair values due to their short-term
          maturity.
 
 ***Use
          of Estimates:***
 
 The
          preparation of financial statements in conformity with accounting principles
          generally accepted in the United States of America requires management
          to make
          estimates and assumptions that affect the reported amounts of assets and
          liabilities and disclosure of contingent assets and liabilities at the
          date of
          the financial statements and the reported amounts of revenue and expenses
          during
          the reporting period. Actual results could differ from those estimates.
 
 ***Reclassifications:***
 
 Certain
          prior year amounts have been reclassified to conform to the current year
          presentation ***.***
 
 ***Recently
          Issued and Adopted Accounting Pronouncements:***
 
 In
          February 2007, the Financial Accounting Standards Board (“FASB”) issued
          Statement of Accounting Standards (“SFAS”) No. 159 “The Fair Value Option for
          Financial Assets and Financial Liabilities — Including an amendment of FASB
          Statement No. 115” (SFAS No. 159”), which permits entities to choose to measure
          many financial instruments and certain other items at fair value. The fair
          value
          option established by this Statement permits all entities to choose to
          measure
          eligible items at fair value at specified election dates. A business entity
          shall report unrealized gains and losses on items for which the fair value
          option has been elected in earnings at each subsequent reporting date.
          Adoption
          is required for fiscal years beginning after November 15, 2007. Early adoption
          was permitted as of the beginning of a fiscal year that begins on or before
          November 15, 2007 provided the entity also elects to apply the provisions
          of
          SFAS No. 157. The Company does not expect that the adoption will have a
          material
          impact on its financial position and results of operations.
 
 In
          December 2007, the FASB issued SFAS No. 141 (revised 2007), *Business
          Combinations* (“SFAS
          141R”).  SFAS 141R changes accounting for acquisitions that close beginning
          in 2009 in a number of areas including the treatment of contingent
          consideration, contingencies, acquisition costs, IPR&D and restructuring
          costs.  More transactions and events will qualify as business combinations
          and will be accounted for at fair value under the new standard.  SFAS 141R
          promotes greater use of fair values in financial reporting. In addition,
          under SFAS 141R, changes in deferred tax asset valuation allowances and
          acquired
          income tax uncertainties in a business combination after the measurement
          period
          will impact income tax expense. Some of the changes will introduce more
          volatility into earnings.  SFAS 141R is effective for fiscal years
          beginning on or after December 15, 2008.  SFAS 141R will have an
          impact on accounting for any business acquired after the effective date
          of this
          pronouncement.
  F-10
  **ALYST
          ACQUISITION CORP.**
 **(a
          development stage company)**
 **Notes
          to Financial Statements**
 
 **NOTE
          2.**  **Summary
          of Significant Accounting Policies (Continued)**
 ***Recently
            Issued and Adopted Accounting Pronouncements
            (Continued):***
 In
          December 2007, the FASB issued SFAS No. 160, *Noncontrolling
          Interests in Consolidated Financial Statements, an amendment of ARB No. 51* (“SFAS
          160”). SFAS 160 will change the accounting and reporting for minority interests,
          which will be recharacterized as noncontrolling interests (NCI) and
          classified as a component of equity. This new consolidation method will
          significantly change the accounting for transactions with minority interest holders.
          SFAS 160 is effective for fiscal years beginning after December 15, 2008.
          SFAS 160 would have an impact on the presentation and disclosure of the
          noncontrolling interests of any non-wholly owned business acquired in the
          future.
 
 In
          December 2007, the Securities and Exchange Commission issued Staff Accounting
          Bulletin No. 110 (‘‘SAB 110’’). SAB 110 amends and replaces Question 6 of
          Section D.2 of Topic 14, Share-Based Payment of the Staff Accounting Bulletin
          series. Question 6 of Section D.2 of Topic 14 expresses the views of the
          staff
          regarding the use of the ‘‘simplified’’ method in developing an estimate of the
          expected term of ‘‘plain vanilla’’ share options and allows usage of that method
          for option grants prior to December 31, 2007. SAB 110 allows public companies
          which do not have sufficient historical experience to provide a reasonable
          estimate to continue the use of this method for estimating the expected
          term of
‘‘plain vanilla’’ share option grants after December 31, 2007. The adoption of
          this pronouncement by the Company in fiscal 2008 has not had an effect
          on its
          financial statements.
 
 In
          February 2008, the FASB issued Staff Position No. FAS 140-3, “Accounting for
          Transfers of Financial Assets and Repurchase Financing Transactions,” which
          provides guidance on accounting for a transfer of a financial asset and
          a
          repurchase financing. This accounting guidance presumes that an initial
          transfer
          of a financial asset and a repurchase financing are considered part of
          the same
          arrangement (linked transaction) under SFAS No. 140. However, if certain
          criteria are met, the initial transfer and repurchase financing shall be
          evaluated separately under SFAS No. 140. Staff Position No. FAS 140-3 will
          be
          effective for financial statements issued for fiscal years beginning after
          November 15, 2008, and for interim periods within those fiscal years. Early
          adoption is prohibited. Management is evaluating the potential effect this
          guidance may have on our financial condition and results of
          operations.
 
 In
          February 2008, the FASB issued FASB Staff Positions (“FSP”) No. 157-1 and No.
          157-2, which respectively, remove leasing transactions from the scope of
          SFAS
          No. 157 and defer its effective date for one year relative to certain
          nonfinancial assets and liabilities. As a result, the application of the
          definition of fair value and related disclosures of SFAS No. 157 (as impacted
          by
          these two FSP’s) was effective for the Company beginning January 1, 2008 on a
          prospective basis with respect to fair value measurements of (a) nonfinancial
          assets and liabilities that are recognized or disclosed at fair value in
          the
          Company’s financial statements on a recurring basis (at least annually) and (b)
          all financial assets and liabilities. This adoption did not have a material
          impact on the Company’s results of operations or financial condition. The
          remaining aspects of SFAS No. 157 for which the effective date was deferred
          under FSP No. 157-2 are currently being evaluated by the company. Areas
          impacted
          by the deferral relate to nonfinancial assets and liabilities that are
          measured
          at fair value, but are recognized or disclosed at fair value on a nonrecurring
          basis. This deferral applies to such items as nonfinancial assets and
          liabilities initially measured at fair value in a business combination
          (but not
          measured at fair value in subsequent periods) or nonfinancial long-lived
          asset
          groups measured at fair value for an impairment assessment. The effects
          of these
          remaining aspects of SFAS No. 157 are to be applied to fair value measurements
          prospectively beginning January 1, 2009. The Company does not expect them
          to
          have a material impact on the Company’s results of operations or financial
          condition.
  F-11
  **ALYST
          ACQUISITION CORP.**
 **(a
          development stage company)**
 **Notes
          to Financial Statements**
 
 **NOTE
          2.**  **Summary
          of Significant Accounting Policies (Continued)**
 
 ***Recently
          Issued and Adopted Accounting Pronouncements
          (Continued):***
 
 In
          March
          2008, the FASB issued SFAS No. 161, “Disclosures about Derivative Instruments
          and Hedging Activities – an amendment of FASB Statement No. 133,” (SFAS
“161”) as amended and interpreted, which requires enhanced disclosures about
          an
          entity’s derivative and hedging activities and thereby improves the transparency
          of financial reporting. Disclosing the fair values of derivative instruments
          and
          their gains and losses in a tabular format provides a more complete picture
          of
          the location in an entity’s financial statements of both the derivative
          positions existing at period end and the effect of using derivatives during
          the
          reporting period. Entities are required to provide enhanced disclosures
          about
          (a) how and why an entity uses derivative instruments, (b) how derivative
          instruments and related hedged items are accounted for under Statement
          133 and
          its related interpretations, and (c) how derivative instruments and related
          hedged items affect an entity’s financial position, financial performance, and
          cash flows. SFAS No. 161 is effective for financial statements issued for
          fiscal
          years and interim periods beginning after November
          15, 2008. Early adoption is permitted, but not expected. Management is
          evaluating the potential effect this guidance may have on the Company’s
          financial condition and results of operations.
 
 In
          April 2008, the FASB issued FSP FAS No. 142-3, which amends the
          factors that must be considered in developing renewal or extension assumptions
          used to determine the useful life over which to amortize the cost of a
          recognized intangible asset under FAS No. 142, “Goodwill and Other
          Intangible Assets.” The FSP requires an entity to consider its own assumptions
          about renewal or extension of the term of the arrangement, consistent with
          its
          expected use of the asset, and is an attempt to improve consistency between
          the
          useful life of a recognized intangible asset under FAS No. 142 and the
          period of expected cash flows used to measure the fair value of the asset
          under
          FAS No. 141, “Business Combinations.” The FSP is effective for fiscal years
          beginning after December 15, 2008, and the guidance for determining the
          useful life of a recognized intangible asset must be applied prospectively
          to
          intangible assets acquired after the effective date. The FSP is not expected
          to
          have a significant impact on the Company’s results of operations, financial
          condition or liquidity.
 
 In
          May 2008, the FASB issued Financial Accounting Standard
          (FAS) No. 162, “The Hierarchy of Generally Accepted Accounting
          Principles.” The statement is intended to improve financial reporting by
          identifying a consistent hierarchy for selecting accounting principles
          to be
          used in preparing financial statements that are prepared in conformance
          with
          generally accepted accounting principles. Unlike Statement on Auditing
          Standards
          (SAS) No. 69, “ *The
          Meaning of* Present
          Fairly in Conformity With GAAP,” FAS No. 162 is directed to the entity
          rather than the auditor. The statement is effective 60 days following the
          SEC’s approval of the Public Company Accounting Oversight Board
          (PCAOB) amendments to AU Section 411, “ *The
          Meaning of* Present
          Fairly in Conformity with GAAP,” and is not expected to have any impact on the
          Company’s results of operations, financial condition or liquidity.
 
 In
          June 2008, FASB issued FSP Emerging Issues Task Force
          (EITF) No. 03-6-1, “Determining Whether Instruments Granted in
          Share-Based Payment Transactions Are Participating Securities.” Under the FSP,
          unvested share-based payment awards that contain rights to receive
          nonforfeitable dividends (whether paid or unpaid) are participating ****** securities,
          and should be included in the two- class method of computing EPS. The FSP
          is
          effective for fiscal years beginning after December 15, 2008, and interim
          periods within those years, and is not expected to have a significant impact
          on
          the Company’s results of operations, financial condition or liquidity.
 
 Management
          does not believe that any other recently issued, but not yet effective,
          accounting standards if currently adopted would have a material effect
          on the
          accompanying financial statements.
  F-12
  **ALYST
          ACQUISITION CORP.**
 **(a
          development stage company)**
 **Notes
          to Financial Statements**
 
 **NOTE
          3. Initial Public Offering**
 
 On
          July
          5, 2007, the Company sold 8,044,400 Units, including 1,044,400 units from
          the
          exercise of the underwriters’ over-allotment option, at a Offering price of
          $8.00 per unit. Each unit (“Unit”) consists of one share of the Company’s common
          stock, $.0001 par value, and one Redeemable Common Stock Purchase Warrant
          (“Warrant”). Each Warrant will entitle the holder to purchase from the Company
          one share of common stock at an exercise price of $5.00 commencing the
          later of
          the completion of a Business Combination or June 29, 2008 and expiring
          June 28,
          2011. The Company may redeem the Warrants, with prior consent of Ferris,
          Baker
          Watts Incorporated and Jesup & Lamont Securities Corporation, the
          representatives (“Representatives”) of the underwriters of the Offering, at a
          price of $0.01 per Warrant upon 30 days’ notice after the Warrants become
          exercisable, only in the event that the last sale price of the common stock
          is
          at least $11.50 per share for any 20 trading days within a 30 trading day
          period
          ending on the third day prior to the date on which the notice of redemption
          is
          given. In accordance with the warrant agreement relating to the Warrants
          sold
          and issued in the Offering, the Company is only required to use its best
          efforts
          to maintain the effectiveness of the registration statement covering the
          Warrants. The Company will not be obligated to deliver securities, and
          there are
          no contractual penalties for failure to deliver securities, if a registration
          statement is not effective at the time of exercise. Additionally, in the
          event
          that a registration statement is not effective at the time of exercise,
          the
          holder of such Warrant shall not be entitled to exercise such Warrant and
          in no
          event (whether in the case of a registration statement not being effective
          or
          otherwise) will the Company be required to settle the warrant exercise,
          whether
          by net cash settlement or otherwise. Consequently, the Warrants may expire
          unexercised and unredeemed and an investor in the Offering may effectively
          pay
          the full unit price solely for the shares of common stock included in the
          units
          (since the Warrants may expire worthless).
 
 On
          July
          5, 2007, pursuant to Subscription Agreements, dated as of October 12, 2006,
          certain of the Initial Stockholders purchased from the Company, in the
          aggregate, 1,820,000 warrants for $1,820,000 (the “Insiders’ Warrants”). All of
          the proceeds the Company received from these purchases were placed in the
          Trust
          Account. The Insiders’ Warrants are identical to the Warrants underlying the
          Units sold in the Offering except that if the Company calls the Warrants
          for
          redemption, the Insiders’ Warrants may be exercised on a “cashless basis”. The
          purchasers of the Insiders’ Warrants have agreed that the Insiders’ Warrants
          will not be sold or transferred by them until 90 days after the date the
          Company
          has completed a Business Combination.
 
 The
          Initial Stockholders and holders of the Insiders’ Warrants (or underlying
          securities) are entitled to registration rights with respect to their founding
          shares or Insiders’ Warrants (or underlying securities), as the case may be,
          pursuant to an agreement dated June 29, 2007. The holders of the majority
          of the
          founding shares are entitled to  demand
          that the Company register these shares at any time commencing nine months
          after
          the consummation of a Business Combination. The holders of the Insiders’
Warrants (or underlying securities) are entitled to demand that the Company
          register such securities at any time after the Company consummates a Business
          Combination. In addition, the Initial Stockholders and holders of the Insiders’
Warrants (or underlying securities) have certain “piggy-back” registration
          rights on registration statements filed after the Company’s consummation of a
          Business Combination.
 
 **NOTE
          4. Income Taxes**
 
 On
          July 1, 2007, the Company adopted the provisions of Financial Accounting
          Standards Board (“FASB”) Interpretation No. 48, “Accounting for Uncertainty
          in Income Taxes—an interpretation of FASB Statement No. 109” (“FIN 48”).
          FIN 48 clarifies the accounting for uncertainty in income taxes recognized
          in an
          enterprise’s financial statements in accordance with SFAS No. 109,
“Accounting for Income Taxes,” and prescribes a recognition threshold and
          measurement process for financial statement recognition and measurement
          of a tax
          position taken or expected to be taken in a tax return. For those benefits
          to be
          recognized, a tax position must be more-likely-than-not to be sustained
          upon
          examination by taxing authorities. FIN 48 also provides guidance on
          derecognition, classification, interest and penalties, accounting in interim
          periods, disclosure and transition.
 
 The
          Company has identified its federal, New York State and New York City returns
          as
“major” tax jurisdictions. Based on the Company’s evaluation, it has concluded
          that there are no significant uncertain tax positions requiring recognition
          in
          the Company’s financial statements. Since the Company was incorporated on August
          16, 2006, the evaluation was performed for the tax years ending in 2007
          and
          2008, which are the only periods subject to examination.
  F-13


**ALYST
      ACQUISITION CORP.**


**(a
      development stage company)**


**Notes
      to Financial Statements**





**NOTE
      4. Income Taxes (Continued)**





The
      Company believes that its income tax positions and deductions would be sustained
      on audit and does not anticipate any adjustments that would result in a material
      change to its financial position. In addition, the Company did not record a
      cumulative effect adjustment related to the adoption of FIN 48.





The
      Company’s policy for recording interest and penalties associated with audits is
      to record such items as a component of income tax expense. There were no amounts
      accrued for penalties or interest as of or during the period from August 16,
      2006 (inception) through June 30, 2008. The Company does not expect its
      unrecognized tax benefit position to change during the next twelve months.
      Management is currently unaware of any issues under review that could result
      in
      significant payments, accruals or material deviations from its position. The
      adoption of the provisions of FIN 48 did not have a material impact on the
      Company’s financial position, results of operations and cash flows.




The
      provision for income tax consists of the following:





For the year
              ended
              June 30, 2008
            
            For the period
              from
              August 16, 2006
              (inception)
              through
              June 30, 2007
            
            For the period
              from
              August 16, 2006
              (inception)
              through
              June 30, 2008Current:Federal
            
            $
            597,899
            
            $
            —
            
            $
            597,899State
                and Local
            
            
            353,495
            
            
            604
            
            
            354,099Deferred:Federal
            
            
            —
            
            
            —
            
            
            —State
                and Local
            
            
            —
            
            
            —
            
            
            —Total
                provision forincome
                taxes
            
            $
            951,394
            
            $
            604
            
            $
            951,998





Deferred
      income taxes, if applicable, are provided for the differences between the basis
      of assets and liabilities for financial reporting and income tax purposes.
      A
      valuation allowance is established when necessary to reduce deferred tax assets
      to the amount expected to be realized. There are no deferred tax assets or
      liabilities as of June 30 2008.





A
      reconciliation between the effective rate for income taxes and the amount
      computed by applying the statutory Federal income tax rate to income (loss)
      from
      continuing operations before provision for income taxes is as
      follows:





For the year
              ended
              June 30, 2008
            
            For the period
              from
              August 16, 2006
              (inception)
              through
              June 30, 2007
            
            For the period
              from
              August 16,2006
              (inception)
              through
              June 30, 2008Tax
                provision at statutory rate
            
            
            34
            %
            
            34
            %
            
            34
            %State
                and local taxes (net of  federal tax benefit)
            
            
            11
            
            
            —
            
            
            11Losses
                not providing benefits
            
            
            —
            
            
            (34
            )
            
            —45
            %
            
            0
            %
            
            45
            %




F-14




**ALYST
      ACQUISITION CORP.**


**(a
      development stage company)**


**Notes
      to Financial Statements**





**NOTE
      5. Commitments and Contingencies**





The
      Company entered into an agreement with the underwriters of the Offering (the
      “Underwriting Agreement”). Under the terms of the Underwriting Agreement, the
      Company paid an underwriting discount of 3.723% ($2,395,914) of the gross
      proceeds in connection with the consummation of the Offering and has placed
      3.277% ($2,108,950) of the gross proceeds in the Trust Account which will be
      paid to the underwriters only upon consummation
      of a Business Combination. Additionally, the Company has placed $560,000 in
      the
      Trust Account representing the non-accountable expense allowance due from the
      Offering which will be paid to the underwriters only upon consummation of a
      Business Combination. The Company did not pay any discount related to the
      insiders’ warrants. The Underwriters have waived their rights to receive
      payments from the Trust Account of $2,108,950 of underwriting discounts and
      $560,000 of expense reimbursements, which are due under the Underwriting
      Agreement if the Company is unable to consummate a Business Combination prior
      to
      June 29, 2009.




The
      Company also issued a unit purchase option, for $100, to the Representatives,
      on
      the Effective Date to purchase 300,000 Units at an exercise price of $10.00
      per
      Unit. The Units issuable upon exercise of the unit purchase option are identical
      to those sold by the Company during the Offering, except that the exercise
      price
      of the underlying warrants will be $7.50 per share. The Company accounted for
      the fair value of the unit purchase option, inclusive of the receipt of the
      $100
      cash payment, as an expense of the Offering resulting in a charge directly
      to
      stockholders’ equity. The Company estimated that the fair value of this unit
      purchase option was approximately $930,000 ($3.10 per Unit underlying the unit
      purchase option) using a Black-Scholes option-pricing model. The fair value
      of
      the unit purchase option granted to the Representatives is estimated as of
      the
      date of grant using the following assumptions: (1) expected volatility of 45%,
      (2) risk-free rate of 4.65% and (3) expected life of 5 years. The unit purchase
      option may be exercised for cash or on a “cashless” basis, at the holder’s
      option, such that the holder may use the appreciated value of the Units
      underlying the unit purchase option (the difference between the market price
      of
      the Units and the exercise price of the unit purchase option) to exercise the
      unit purchase option without the payment of any cash. The Company will have
      no
      obligation to net cash settle the exercise of the unit purchase option or the
      Warrants underlying the unit purchase option. The holder of the unit purchase
      option will not be entitled to exercise the unit purchase option or the Warrants
      underlying the unit purchase option unless a registration statement covering
      the
      securities underlying the unit purchase option is effective or an exemption
      from
      registration is available. If the holder is unable to exercise the unit purchase
      option or underlying Warrants, the unit purchase option or Warrants, as
      applicable, will expire worthless.





The
      Initial Stockholders have waived their right to receive distribution with
      respect to the Founders’ Common stock upon the Company’s
      liquidation.





The
      Company engaged SMH Capital, on April 13, 2008 to perform consulting services
      in
      connection with a prospective transaction regarding the Company. The agreement
      requires SMH Capital to analyze an acquisition candidate (the “Target”)
      including their financial condition, market valuation and future business and
      financial prospects. Additionally evaluate the potential business synergies,
      cost savings and potential proforma financial and strategic impact on the
      Company and its stockholders. Finally to render a fairness opinion evaluating
      the fairness of the transaction from a financial point of view to the
      stockholders of the Company and opine on whether the fair market value of the
      Target is at least equal to 80% if the net assets of the Company. The cost
      to
      the Company will be $150,000.




The
      Company engaged Skillnet, on April 13, 2008 to provide a qualified due diligence
      on the Target, focusing on market potential, competitive situations, business
      concepts, marketing, and financial projections. The cost to the Company will
      be
      $100,000.




F-15





**ALYST
      ACQUISITION CORP.**


**(a
      development stage company)**


**Notes
      to Financial Statements**





**NOTE
      6. Preferred Stock**





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





The
      agreement with the underwriters prohibits the Company, prior to a Business
      Combination, from issuing preferred stock which participates in the proceeds
      of
      the Trust Account or which votes as a class with the Common Stock on a Business
      Combination.





**NOTE
      7. Common Stock**





The
      Company is authorized to issue 30,000,000 shares of common stock with a par
      value of $.0001 per share.





On
      August
      16, 2006, the Company issued 1,750,000 shares of common stock to its initial
      stockholders for $25,000 in cash, at a purchase price of approximately $0.014
      per share.





On
      July
      5, 2007, the Company issued 8,044,400 Units, including 1,044,400 Units pursuant
      to the underwriters’ over-allotment option, at the offering price of $8.00 per
      Unit. Each Unit consists of one share of the Company’s common stock and one
      Redeemable Common Stock Purchase Warrant. (See Note 3).





At
      June
      30, 2008 and 2007, there were 10,464,400, and 0 shares, respectively of common
      stock reserved for issuance upon exercise of Warrants and the Insiders’
Warrants.





**NOTE
      8** . **Subsequent
      Event**





On
      August
      13, 2008, the Company signed an agreement and plan of merger to acquire all
      of
      the issued and outstanding shares of China Networks Media Ltd., a British Virgin
      Islands company (“China Networks”) which owns and is in the process of acquiring
      broadcast television advertising rights in the People’s Republic of China. As
      part of the transaction, the Company proposes to redomesticate to the British
      Virgin Islands by means of merging with its wholly-owned subsidiary, China
      Networks International Holdings, Ltd., a British Virgin Islands company,
      immediately prior to consummating its transaction with China
      Networks.





Pursuant
      to the transaction, China Networks will become a wholly-owned subsidiary of
      the
      Company and the holders of the capital stock of China Networks will receive,
      upon the effectiveness of the merger, an aggregate of (i) 2,880,000 shares
      and
      (ii) $17,000,000 in cash. The holders of ordinary shares of China Networks
      will
      also be entitled to receive up to $6,000,000 of additional cash and 9,000,000
      additional shares upon attaining certain performance milestones.





Additionally,
      the holders of the capital stock of China Networks will be entitled to receive
      up to $24,900,000 of the cash received by the Company from the exercise of
      outstanding warrants. There remain a number of conditions to the Company’s
      completing the acquisition of China Networks, including approval by Alyst’s
      stockholders of the redomestication and the business combination and approval
      by
      the shareholders of China Networks of the merger agreement.




F-16




**SIGNATURES**





Pursuant
      to the requirements of the Section 13 or 15(d) of the Securities Exchange Act
      of
      1934, the registrant has duly caused this report to be signed on its behalf
      by
      the undersigned, thereunto duly authorized on the 25th day of September,
      2008.





**ALYST
                ACQUISITION CORP.**By:
            /s/
                Dr. William WekselDr.
                William WekselChief
                Executive Officer(Principal
                Executive Officer)





In
      accordance with the Securities Exchange Act of 1934, this report has been signed
      below by the following persons on behalf of the registrant and in the capacities
      and on the dates indicated.





Name
            
            Title
            
            Date/s/
                Robert A. Schriesheim
            
            Chairman
                of the Board
            
            September
                25, 2008Robert
                A. Schriesheim/s/
                Dr. William Weksel
            
            Chief
              Executive Officer
            
            September
                25, 2008Dr.
                William Weksel
            
            (Principal
                Executive Officer) and Director/s/
                Michael E. Weksel
            
            Chief Operating Officer, Chief Financial Officer and Director
            
            September
                25, 2008Michael
                E. Weksel
            
            (Principal
                Financial and Accounting Officer)/s/
                Paul Levy
            
            Director
            
            September
                25, 2008Paul
                Levy/s/
                Matthew Botwin
            
            Director
            
            September
                25, 2008Matthew
                Botwin







**INDEX
      TO EXHIBITS**





Exhibit No.
            
            Description3.1
            
            Amended
                and Restated Certificate of Incorporation.*3.2
            
            By-laws.*4.1
            
            Specimen
                Unit Certificate.*4.2
            
            Specimen
                Common Stock Certificate.*4.3
            
            Specimen
                Warrant Certificate.*4.4
            
            Form
                of Unit Purchase Option granted to Representatives.*4.5
            
            Form
                of Warrant Agreement between Continental Stock Transfer & Trust
                Company and the Registrant.*10.1
            
            Letter
                Agreement among the Registrant, Jesup & Lamont Securities Corporation
                and Michael E. Weksel.*10.2
            
            Letter
                Agreement among the Registrant, Jesup & Lamont Securities Corporation
                and Robert H. Davies.*10.3
            
            Letter
                Agreement among the Registrant, Jesup & Lamont Securities Corporation
                and William E. Weksel.*10.4
            
            Letter
                Agreement among the Registrant, Jesup & Lamont Securities Corporation
                and Robert A. Schriesheim.*10.5
            
            Letter
                Agreement among the Registrant, Jesup & Lamont Securities Corporation
                and Paul Levy.*10.6
            
            Letter
                Agreement among the Registrant, Jesup & Lamont Securities Corporation
                and Matthew Botwin.*10.7
            
            Letter
                Agreement among the Registrant, Jesup & Lamont Securities Corporation
                and Ira Hollenberg IRA.*10.8
            
            Letter
                Agreement among the Registrant, Jesup & Lamont Securities Corporation
                and Leon Silverman Trust Fund.*10.9
            
            Letter
                Agreement among the Registrant, Jesup & Lamont Securities Corporation
                and Norbert W. Strauss.*10.10
            
            Letter
                Agreement among the Registrant, Jesup & Lamont Securities Corporation
                and David Strauss.*10.11
            
            Letter
                Agreement among the Registrant, Jesup & Lamont Securities Corporation
                and Jonathan Strauss.*10.12
            
            Form
                of Investment Management Trust Agreement between Continental Stock
                Transfer & Trust Company and the Registrant.*10.13
            
            Form
                of Stock Escrow Agreement between the Registrant, Continental Stock
                Transfer & Trust Company and the Initial
                Stockholders.*10.14
            
            Form
                of Warrant Escrow Agreement between the Registrant, Continental Stock
                Transfer & Trust Company and the Warrant
                Purchasers.*10.15
            
            Promissory
                Note issued to each of Dr. William Weksel, Robert A. Schriesheim,
                Robert
                H. Davies and Michael E. Weksel.*10.16
            
            Form
                of Registration Rights Agreement among the Registrant and the Initial
                Stockholders.*10.17
            
            Form
                of Subscription Agreements among the Registrant, Graubard Miller
                and each
                of Dr. William Weksel, Robert A. Schriesheim, Robert H. Davies, Michael
                E.
                Weksel, Paul Levy, Ira Hollenberg IRA, Leon Silverman Trust Fund,
                Norbert
                W. Strauss, David Strauss and Jonathan Strauss.*10.18
            
            Agreement
                and Plan of Merger, dated as of August 13, 2008, by and among the
                Registrant, China Networks Media Limited, MediaInv Ltd. and the other
                persons signatory thereto (the “Merger
                Agreement”).**









31.1
            
            Certification
                of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley
                Act of 2002.31.2
            
            Certification
                of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley
                Act of 2002.32
            
            Certification
                of Chief Executive Officer and Chief Financial Officer pursuant to
                Section
                906 of the Sarbanes-Oxley Act of 2002.*
            
            Incorporated
                by reference to the Registrant’s Registration Statement on Form S-1 (SEC
                File No. 333-138699).**
            
            Incorporated
                by reference to the Registrant’s Current Report on Form 8-K, dated August
                13, 2008.