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: DECEMBER 31, 2005

/ /      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 000-51115

                         ARDENT ACQUISITION CORPORATION
                 (Name of Small Business Issuer in Its Charter)

                  DELAWARE                                20-1635240
          (State of Incorporation)                  (Small Business Issuer
                                                 I.R.S. Employer I.D. Number)

        1415 KELLUM PLACE, SUITE 205
            GARDEN CITY, NEW YORK                           11530
   (Address of principal executive offices)               (zip code)

                                 (516) 739-1017
                (Issuer's Telephone Number, Including Area Code)

           SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
                                      None

           SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
   Units consisting of one share of Common Stock, par value $.0001 per share,
                                and two Warrants
                    Common Stock, $.0001 par value per share
                   Warrants to purchase shares of Common Stock

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-KSB or any
amendment to this Form 10-KSB. |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 December 31, 2005 were $0.

As of April 6, 2006, the aggregate market value of the common stock held by
non-affiliates of the Registrant was approximately $37,605,000.

As of April 10, 2006, there were 8,400,000 shares of Common Stock, $.0001 par
value per share, outstanding.

Transitional Small Business Disclosure Format (check one): Yes    No X
                                                              ---   ---
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                                     PART I

ITEM 1. DESCRIPTION OF BUSINESS

         Ardent Acquisition Corporation is a blank check company formed on
November 22, 2004 to effect a merger, capital stock exchange, asset acquisition
or other similar business combination with an operating business. Our efforts in
identifying a prospective target business will not be limited to a particular
industry, although we are focusing our efforts on seeking a business combination
with technology-related businesses.

         On March 2, 2005, we consummated our initial public offering of
6,000,000 units with each unit consisting of one share of our common stock and
two warrants, each to purchase one share of our common stock at an exercise
price of $5.00 per share. On March 4, 2005, we consummated the closing of an
additional 900,000 units subject to the over-allotment option. The units were
sold at an offering price of $6.00 per unit, generating total gross proceeds of
$41,400,000. After deducting the underwriting discounts and commissions and the
offering expenses, the total net proceeds to us from the offering were
approximately $37,227,000, of which $36,222,000 was deposited into a trust fund
and the remaining proceeds ($1,005,000) were available to be used to provide for
business, legal and accounting due diligence on prospective business
combinations, taxes and continuing general and administrative expenses. Through
December 31, 2005, we have used approximately $489,000 of the net proceeds that
were not deposited into the trust fund for those purposes. The net proceeds
deposited into the trust fund remain on deposit in the trust fund earning
interest. As of December 31, 2005, there is $37,214,871 held in the trust fund.

         We are not presently engaged in, and we will not engage in, any
substantive commercial business until we consummate a business combination. We
intend to utilize our cash, including the funds held in the trust fund, capital
stock, debt or a combination of the foregoing in effecting a business
combination. 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.

SELECTION OF A TARGET BUSINESS AND STRUCTURING OF A BUSINESS COMBINATION

         We anticipate that 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, who may present
solicited or unsolicited proposals. Our officers and directors as well as their
affiliates may also bring to our attention target business candidates. We have,
and may again in the future, engaged professional firms that specialize in
business acquisitions to assist us in our search for a target business. If we
do, we may be required to pay such firm a finder's fee or other compensation. 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.

         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 the acquisition, our management has virtually
unrestricted flexibility in identifying and selecting a prospective target
business. In evaluating a prospective target business, our management considers,
among other factors, the following:

         o        financial condition and results of operation;

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         o        growth potential;

         o        experience and skill of management and availability of
                  additional personnel;

         o        capital requirements;

         o        competitive position;

         o        barriers to entry into other industries;

         o        stage of development of the products, processes or services;

         o        degree of current or potential market acceptance of the
                  products, processes or services;

         o        proprietary features and degree of intellectual property or
                  other protection of the products, processes or services;

         o        regulatory environment of the industry; and

         o        costs associated with effecting the business combination.

         These criteria are not intended to be exhaustive. Any evaluation
relating to the merits of a particular business combination will be based, to
the extent relevant, on the above factors 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 conduct
extensive due diligence reviews which encompass, among other things, meetings
with incumbent management and inspection of facilities, as well as review of
financial and other information which will be made available to us.

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.
The fair market value of such business will be determined by our board of
directors based upon standards generally accepted by the financial community,
such as actual and potential sales, earnings and cash flow and 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. 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 has sufficient fair market value.

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 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,
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, our
Founders have agreed to vote their respective shares of common stock owned by
them immediately prior to our initial public offering ("Founder Shares") in
accordance with the vote of the majority of the shares of our common stock sold
in

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such offering ("IPO Shares"). This voting arrangement shall not apply to any
shares purchased by our Founders after our initial public offering in the open
market. We will proceed with the business combination only if a majority of the
IPO Shares cast at the meeting to approve the business combination are voted for
the approval of such business combination and stockholders holding less than 20%
of the IPO Shares exercise their conversion rights.

CONVERSION RIGHTS

         At the time we seek stockholder approval of any business combination,
we will offer the holders of 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 fund, inclusive of any interest,
as of two business days prior to the consummation of the business combination,
divided by the total number of IPO Shares. As of December 31, 2005, the
per-share conversion price would have been $5.39. 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 business
combination at a meeting held for that purpose, but the request will not be
granted unless the stockholder votes against the business combination and the
business combination is approved and completed. Any request for conversion, once
made, may be withdrawn at any time up to the date of the meeting. 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. We will not complete any business combination if
stockholders owning 20% or more of the IPO Shares exercise their conversion
rights. Holders of IPO Shares who convert their stock into their share of the
trust fund still have the right to exercise any warrants they continue to hold
that they purchased as part of the units.

LIQUIDATION IF NO BUSINESS COMBINATION

         If we do not complete a business combination by September 2, 2006, or
by March 2, 2007 if the extension criteria described below have been satisfied,
we will be dissolved and 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 fund, inclusive of any interest, plus any remaining net
assets. 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 fund with respect to our warrants.

         If we enter into either a letter of intent, an agreement in principle
or a definitive agreement to complete a business combination prior to September
2, 2006, but are unable to complete the business combination prior to this date,
then we will have an additional six months in which to complete the business
combination contemplated by the letter of intent, agreement in principle or
definitive agreement. If we are unable to do so by March 2, 2007, we will then
liquidate. Upon notice from us, the trustee of the trust fund will commence
liquidating the investments constituting the trust fund and will turn over the
proceeds to our transfer agent for distribution to our stockholders. We
anticipate that our instruction to the trustee would be given promptly after the
expiration of the applicable time periods.

         If we were to expend all of the net proceeds of our initial public
offering, other than the proceeds deposited in the trust fund, the per-share
liquidation price as of December 31, 2005 would have been $5.39. However, the
proceeds deposited in the trust fund could become subject to the claims of our
creditors which could be prior to the claims of our public stockholders. Our
officers and directors have agreed that, if we liquidate prior to the
consummation of a business combination, they will be personally liable to pay
debts and obligations to various vendors or other entities that are owed money
by us for services rendered or products sold to us, or to any target business,
to the extent they have claims against the funds in our trust account.

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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 other
companies 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 are
numerous potential target businesses that we could acquire, 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:

         o        our obligation to seek stockholder approval of a business
                  combination may delay the completion of a transaction;

         o        our obligation to convert into cash shares of common stock
                  held by our public stockholders in certain instances may
                  reduce the resources available to us for a business
                  combination; and

         o        our outstanding warrants and option, 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. We
cannot assure you that, subsequent to a business combination, we will have the
resources or ability to compete effectively.

EMPLOYEES

         We have four executive officers, two of which are members of our board
of directors. These individuals are not obligated to contribute 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 devote in any time period
will vary based on the availability of suitable target businesses to
investigate. We do not intend to have any full time employees prior to the
consummation of a business combination.

                       RISKS ASSOCIATED WITH OUR BUSINESS

         In addition to other information included in this report, the following
factors should be considered in evaluating our business and future prospects.

WE ARE A DEVELOPMENT STAGE COMPANY WITH NO OPERATING HISTORY AND VERY LIMITED
RESOURCES.

         We are a recently incorporated development stage company with no
operating results to date. Since we do not have an operating history, you will
have no basis upon which to evaluate our ability to achieve our business
objective, which is to acquire an operating business. We will not generate any

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revenues until, at the earliest, after the consummation of a business
combination.

IF THIRD PARTIES BRING CLAIMS AGAINST US, THE PROCEEDS HELD IN TRUST COULD BE
REDUCED AND THE PER-SHARE LIQUIDATION PRICE RECEIVED BY STOCKHOLDERS WILL BE
LESS THAN $5.39 PER SHARE.

         Our placing of funds in trust may not protect those funds from third
party claims against us. The proceeds held in trust could be subject to claims
which could take priority over the claims of our public stockholders. We cannot
assure you that the per-share liquidation price will not be less than the $5.39
per share held in trust as of December 31, 2005 due to claims of creditors. If
we liquidate before the completion of a business combination, our officers and
directors will be personally liable under certain circumstances to ensure that
the proceeds in the trust fund are not reduced by the claims of various vendors
or other entities that are owed money by us for services rendered or products
sold to us, or to any target businesses. However, we cannot assure you that they
will be able to satisfy those obligations. Furthermore, even after our
liquidation (including the distribution of the monies then held in the trust
fund), 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. Accordingly, we cannot assure
you that third parties will not seek to recover from our stockholders amounts
owed to them by us.

BECAUSE THERE ARE NUMEROUS COMPANIES WITH A BUSINESS PLAN SIMILAR TO OURS
SEEKING TO EFFECTUATE A BUSINESS COMBINATION, IT MAY BE MORE DIFFICULT FOR US TO
DO SO.

         There are numerous similarly structured blank check companies have
completed initial public offerings in the United States with business plans
similar to ours and there are a number of additional offerings for blank check
companies that are still in the registration process but have not completed
initial public offerings. While some of those companies must complete a business
combination in specific industries, a number of them may consummate a business
combination in any industry they choose. Therefore, we may be subject to
competition from these and other companies seeking to consummate a business plan
similar to ours. Because of this competition, we cannot assure you that we will
be able to effectuate a business combination within the required time periods.

SINCE WE HAVE NOT CURRENTLY SELECTED ANY TARGET BUSINESS WITH WHICH TO COMPLETE
A BUSINESS COMBINATION, WE ARE UNABLE TO CURRENTLY ASCERTAIN THE MERITS OR RISKS
OF THE BUSINESS' OPERATIONS.

         Since we have not yet identified a prospective target business, there
is no basis for investors to evaluate the possible merits or risks of the target
business' operations. To the extent we complete a business combination with a
financially unstable company or an entity in its development stage, we may be
affected by numerous risks inherent in the business operations of those
entities. Although our management will endeavor to evaluate the risks inherent
in a particular industry or target business, we cannot assure you that we will
properly ascertain or assess all of the significant risk factors. We also cannot
assure you that an investment in our securities will not ultimately prove to be
less favorable than a direct investment, if an opportunity were available, in a
target business.

WE MAY ISSUE SHARES OF OUR COMMON STOCK AND PREFERRED STOCK TO COMPLETE A
BUSINESS COMBINATION, WHICH WOULD REDUCE THE EQUITY INTEREST OF OUR STOCKHOLDERS
AND LIKELY CAUSE A CHANGE IN CONTROL OF OUR OWNERSHIP.

         Our certificate of incorporation authorizes the issuance of up to
30,000,000 shares of common stock, par value $.0001 per share, and 1,000,000
shares of preferred stock, par value $.0001 per share. We currently have
6,900,000 authorized but unissued shares of our common stock available for
issuance (after appropriate reservation for the issuance of shares upon full
exercise of our outstanding warrants and the purchase option granted to
EarlyBirdCapital, Inc., the representative of the underwriters in our initial

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public offering) and all of the 1,000,000 shares of preferred stock available
for issuance. Although we currently have no commitments to issue our securities,
we will, in all likelihood, issue a substantial number of additional shares of
our common stock or preferred stock, or a combination of common and preferred
stock, to complete a business combination. The issuance of additional shares of
our common stock or any number of shares of our preferred stock:

         o        may significantly reduce the equity interest of stockholders;

         o        will likely cause a change in control if a substantial number
                  of our shares of common stock are issued, which may affect,
                  among other things, our ability to use our net operating loss
                  carry forwards, if any, and most likely also result in the
                  resignation or removal of our present officers and directors;
                  and

         o        may adversely affect prevailing market prices for our common
                  stock.

Similarly, if we issue debt securities, it could result in:

         o        default and foreclosure on our assets if our operating
                  revenues after a business combination were insufficient to pay
                  our debt obligations;

         o        acceleration of our obligations to repay the indebtedness even
                  if we have made all principal and interest payments when due
                  if the debt security contains covenants that require the
                  maintenance of certain financial ratios or reserves and any
                  such covenant is breached without a waiver or renegotiation of
                  that covenant;

         o        our immediate payment of all principal and accrued interest,
                  if any, if the debt security is payable on demand; and

         o        our inability to obtain additional financing, if necessary, if
                  the debt security contains covenants restricting our ability
                  to obtain additional financing while such security is
                  outstanding.

THE ABILITY OF OUR STOCKHOLDERS TO EXERCISE THEIR CONVERSION RIGHTS MAY NOT
ALLOW US TO EFFECTUATE THE MOST DESIRABLE BUSINESS COMBINATION OR OPTIMIZE OUR
CAPITAL STRUCTURE.

         When we seek stockholder approval of any business combination, we will
offer each public stockholder the right to have his, her or its shares of common
stock converted to cash if the stockholder votes against the business
combination and the business combination is approved and completed. Such holder
must both vote against such business combination and then exercise his, her or
its conversion rights to receive a pro rata portion of the trust account.
Accordingly, if our business combination requires us to use substantially all of
our cash to pay the purchase price, because we will not know how many
stockholders may exercise such conversion rights, we may either need to reserve
part of the trust account for possible payment upon such conversion, or we may
need to arrange third party financing to help fund our business combination in
case a larger percentage of stockholders exercise their conversion rights than
we expect. Therefore, we may not be able to consummate a business combination
that requires us to use all of the funds held in the trust account as part of
the purchase price, or we may end up having a leverage ratio that is not optimal
for our business combination. This may limit our ability to effectuate the most
attractive business combination available to us.

OUR CURRENT OFFICERS AND DIRECTORS MAY RESIGN UPON CONSUMMATION OF A BUSINESS
COMBINATION AND WE WILL HAVE ONLY LIMITED ABILITY TO EVALUATE THE MANAGEMENT OF
THE TARGET BUSINESS.

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         Our ability to successfully effect a business combination will be
totally dependent upon the efforts of our key personnel. The future role of our
key personnel in the target business, however, cannot presently be ascertained.
Although it is possible that some of our key personnel will remain associated in
various capacities with the target business following a business combination, it
is likely that the management of the target business at the time of the business
combination will remain in place. Moreover, our key personnel will be able to
remain with the company after the consummation of a business combination only if
they are able to negotiate employment or consulting agreements in connection
with the business combination, the terms of which, including the compensation to
be paid to such individuals, would be determined at such time between the
respective parties. However, the ability of our key personnel to remain with the
company after the consummation of a business combination will not be the
determining factor in our decision as to whether or not we will proceed with any
potential business combination. While we intend to closely scrutinize the
management of a prospective target business in connection with evaluating the
desirability of effecting a business combination, we cannot assure you that our
assessment of management will prove to be correct. These individuals may be
unfamiliar with the requirements of operating a public company which could cause
us to have to expend time and resources helping them become familiar with such
requirements. This could be expensive and time-consuming and could lead to
various regulatory issues which may adversely affect our operations.

OUR OFFICERS AND DIRECTORS ALLOCATE THEIR TIME TO OTHER BUSINESSES THEREBY
CAUSING CONFLICTS OF INTEREST IN THEIR DETERMINATION AS TO HOW MUCH TIME TO
DEVOTE TO OUR AFFAIRS. THIS COULD HAVE A NEGATIVE IMPACT ON OUR ABILITY TO
CONSUMMATE A BUSINESS COMBINATION.

         Our officers and directors are not required to commit their full time
to our affairs, which may result in a conflict of interest in allocating their
time between our operations and other businesses. We do not intend to have any
full time employees prior to the consummation of a business combination. All of
our executive officers are engaged in several other business endeavors and are
not obligated to contribute any specific number of hours to our affairs. If our
executive officers' other business affairs require them to devote more
substantial amounts of time to such affairs, it could limit their ability to
devote time to our affairs and could have a negative impact on our ability to
consummate a business combination.

SOME OF OUR OFFICERS AND DIRECTORS MAY IN THE FUTURE BECOME AFFILIATED WITH
ENTITIES ENGAGED IN BUSINESS ACTIVITIES SIMILAR TO THOSE INTENDED TO BE
CONDUCTED BY US AND, ACCORDINGLY, MAY HAVE CONFLICTS OF INTEREST IN DETERMINING
WHICH ENTITY A PARTICULAR BUSINESS OPPORTUNITY SHOULD BE PRESENTED TO.

         Some of our officers and directors may in the future become affiliated
with entities, including other "blank check" companies, engaged in business
activities similar to those intended to be conducted by us. Additionally, our
officers and directors may become aware of business opportunities which may be
appropriate for presentation to us as well as the other entities with which they
have fiduciary obligations to. Accordingly, they may have conflicts of interest
in determining to which entity a particular business opportunity should be
presented. We cannot assure you that these conflicts will be resolved in our
favor.

ALL OF OUR OFFICERS AND DIRECTORS OWN SHARES OF OUR COMMON STOCK AND WARRANTS
WHICH WILL NOT PARTICIPATE IN LIQUIDATION DISTRIBUTIONS AND THEREFORE THEY MAY
HAVE A CONFLICT OF INTEREST IN DETERMINING WHETHER A PARTICULAR TARGET BUSINESS
IS APPROPRIATE FOR A BUSINESS COMBINATION.

         All of our officers and directors own stock in our company, but have
waived their right to receive distributions upon our liquidation with respect to
their Founder Shares, and own warrants to purchase additional shares of our
common stock. The shares and warrants owned by our directors and officers will
be worthless if we do not consummate a business combination. The personal and
financial interests of our directors and officers may influence their motivation
in identifying and selecting a target business and

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completing a business combination timely. Consequently, our directors' and
officers' discretion in identifying and selecting a suitable target business may
result in a conflict of interest when determining whether the terms, conditions
and timing of a particular business combination are appropriate and in our
stockholders' best interest.

IT IS PROBABLE THAT WE WILL ONLY BE ABLE TO COMPLETE ONE BUSINESS COMBINATION,
WHICH WILL CAUSE US TO BE SOLELY DEPENDENT ON A SINGLE BUSINESS AND A LIMITED
NUMBER OF PRODUCTS OR SERVICES.

         As of December 31, 2005, we had $37,214,871 on deposit in a trust fund
that we may use to complete a business combination. Our initial business
combination must be with a business with a fair market value of at least 80% of
our net assets at the time of such acquisition. Consequently, it is probable
that we will consummate a business combination with a single operating business.
Accordingly, the prospects for our success may be:

         o        solely dependent upon the performance of a single business, or

         o        dependent upon the development or market acceptance of a
                  single or limited number of products, processes or services.

         In this case, we will not be able to diversify our operations or
benefit from the possible spreading of risks or offsetting of losses, unlike
other entities which may have the resources to complete several business
combinations in different industries or different areas of a single industry.

BECAUSE OF OUR LIMITED RESOURCES AND STRUCTURE, WE MAY NOT BE ABLE TO CONSUMMATE
AN ATTRACTIVE BUSINESS COMBINATION.

         We expect to encounter intense competition from other entities having a
business objective similar to ours, including venture capital funds, leveraged
buyout funds and operating businesses competing for acquisitions. Many of these
entities are well established and have extensive experience in identifying and
effecting business combinations directly or through affiliates. Many of these
competitors possess greater technical, human and other resources than we do and
our financial resources will be relatively limited when contrasted with those of
many of these competitors. While we believe that there are numerous potential
target businesses that we could acquire, 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 certain target businesses. Further, the obligation
we have to seek stockholder approval of a business combination may delay the
consummation of a transaction, and our obligation to convert into cash the
shares of common stock held by public stockholders in certain instances may
reduce the resources available for a business combination. Additionally, our
outstanding warrants and option, and the future dilution they potentially
represent, may not be viewed favorably by certain target businesses. Any of
these obligations may place us at a competitive disadvantage in successfully
negotiating a business combination. Additionally, because of our structure,
there may be fewer attractive target businesses available to acquire or
privately held target businesses may not be not inclined to enter into a
transaction with a publicly held blank check companies like us.

WE MAY BE UNABLE TO OBTAIN ADDITIONAL FINANCING, IF REQUIRED, TO COMPLETE A
BUSINESS COMBINATION OR TO FUND THE OPERATIONS AND GROWTH OF THE TARGET
BUSINESS, WHICH COULD COMPEL US TO RESTRUCTURE THE TRANSACTION OR ABANDON A
PARTICULAR BUSINESS COMBINATION.

         Although we believe our current assets will be sufficient to allow us
to consummate a business combination, in as much as we have not yet identified
any prospective target business, we cannot

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ascertain the capital requirements for any particular transaction. If we require
further funds, either because of the size of the business combination or the
depletion of our available cash in search of a target business, or because we
become obligated to convert into cash a significant number of shares from
dissenting stockholders, we will be required to seek additional financing. We
cannot assure you that such financing would be available on acceptable terms, if
at all. To the extent that additional financing proves to be unavailable when
needed to consummate a particular business combination, we would be compelled to
restructure the transaction or abandon that particular business combination and
seek an alternative target business candidate. In addition, if we consummate a
business combination, we may require additional financing to fund the operations
or growth of the target business. The failure to secure additional financing
could have a material adverse effect on the continued development or growth of
the target business. None of our officers, directors or stockholders is required
to provide any financing to us in connection with or after a business
combination.

OUR EXISTING STOCKHOLDERS, INCLUDING OUR OFFICERS AND DIRECTORS, CONTROL A
SUBSTANTIAL INTEREST IN US AND THUS MAY INFLUENCE CERTAIN ACTIONS REQUIRING
STOCKHOLDER VOTE.

         Our board of directors is divided into three classes, each of which
will generally serve for a term of three years with only one class of directors
being elected in each year. It is unlikely that there will be an annual meeting
of stockholders to elect new directors prior to the consummation of a business
combination, in which case all of the current directors will continue in office
at least until the consummation of the business combination. If there is an
annual meeting, as a consequence of our "staggered" board of directors, only a
minority of the board of directors will be considered for election and our
existing stockholders, because of their ownership position, will have
considerable influence regarding the outcome. Accordingly, our existing
stockholders will continue to exert control at least until the consummation of a
business combination.

OUR OUTSTANDING WARRANTS MAY HAVE AN ADVERSE EFFECT ON THE MARKET PRICE OF
COMMON STOCK AND MAKE IT MORE DIFFICULT TO EFFECT A BUSINESS COMBINATION.

         We currently have outstanding warrants to purchase 13,800,000 shares of
common stock and an option to purchase 300,000 shares of common stock and
warrants to purchase an additional 600,000 shares of common stock. To the extent
we issue shares of common stock to effect a business combination, the potential
for the issuance of substantial numbers of additional shares upon exercise of
these warrants and options could make us a less attractive acquisition vehicle
in the eyes of a target business as such securities, when exercised, will
increase the number of issued and outstanding shares of our common stock and
reduce the value of the shares issued to complete the business combination.
Accordingly, our warrants and options may make it more difficult to effectuate a
business combination or increase the cost of the target business. Additionally,
the sale, or even the possibility of sale, of the shares underlying the warrants
and options could have an adverse effect on the market price for our securities
or on our ability to obtain future public financing. If and to the extent these
warrants and options are exercised, you may experience dilution to your
holdings.

IF WE ARE UNABLE TO EFFECT A BUSINESS COMBINATION AND ARE FORCED TO LIQUIDATE,
OUR WARRANTS WILL EXPIRE WORTHLESS.

         If we do not complete a business combination by September 2, 2006, or
by March 2, 2007 if certain criteria have been satisfied, we will be dissolved
and 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 fund,
inclusive of any interest, plus any remaining net assets. In such event, there
will be no distribution with respect to our outstanding warrants. Accordingly,
the warrants will expire worthless.

                                       10
<PAGE>

IF OUR FOUNDERS EXERCISE THEIR REGISTRATION RIGHTS, IT MAY HAVE AN ADVERSE
EFFECT ON THE MARKET PRICE OUR COMMON STOCK AND THE EXISTENCE OF THESE RIGHTS
MAY MAKE IT MORE DIFFICULT TO EFFECT A BUSINESS COMBINATION.

         Our Founders are entitled to demand that we register the resale of
their shares of common stock at any time after the date on which their shares
are released from escrow. If our Founders exercise their registration rights
with respect to all of their shares of common stock, then there will be an
additional 1,500,000 shares of common stock eligible for trading in the public
market. The presence of this additional number of shares of common stock
eligible for trading in the public market may have an adverse effect on the
market price of our common stock. In addition, the existence of these rights may
make it more difficult to effectuate a business combination or increase the cost
of the target business, as the stockholders of the target business may be
discouraged from entering into a business combination with us or will request a
higher price for their securities as a result of these registration rights and
the potential future effect their exercise may have on the trading market for
our common stock.

IF WE ARE DEEMED TO BE AN INVESTMENT COMPANY, WE MAY BE REQUIRED TO INSTITUTE
BURDENSOME COMPLIANCE REQUIREMENTS AND OUR ACTIVITIES MAY BE RESTRICTED, WHICH
MAY MAKE IT DIFFICULT FOR US TO COMPLETE A BUSINESS COMBINATION.

         If we are deemed to be an investment company under the Investment
Company Act of 1940, we may be subject to certain restrictions that may make it
more difficult for us to complete a business combination, including:

         o        restrictions on the nature of our investments; and

         o        restrictions on the issuance of securities.


         In addition, we may have imposed upon us burdensome requirements,
including:

         o        registration as an investment company;'

         o        adoption of a specific form of corporate structure; and

         o        reporting, record keeping, voting, proxy and disclosure
                  requirements and other rules and regulations.

         We do not believe that our anticipated principal activities will
subject us to the Investment Company Act of 1940. To this end, the proceeds held
in trust may only be invested by the trust agent in "government securities" with
specific maturity dates. By restricting the investment of the proceeds to these
instruments, we intend to meet the requirements for the exemption provided in
Rule 3a-1 promulgated under the Investment Company Act of 1940. If we were
deemed to be subject to the act, compliance with these additional regulatory
burdens would require additional expense that we have not allotted for.

                    RISKS RELATED TO THE TECHNOLOGY INDUSTRY

         Although we are not limited to any particular industry, we are
currently focusing on target businesses in the technology industry. Accordingly,
we believe the following risks may apply to us following the completion of a
business combination.

THE TECHNOLOGY INDUSTRY IS HIGHLY CYCLICAL, WHICH MAY AFFECT OUR FUTURE
PERFORMANCE AND ABILITY TO SELL OUR PRODUCTS, AND IN TURN, HURT OUR
PROFITABILITY.

                                       11
<PAGE>

         Technology products and services tend to be relatively expensive and
buyers tend to defer purchases during periods of economic weakness, opting
instead to continue to use what they already own. Conversely, during periods of
economic strength, technology sales frequently exceed expectations. As a
consequence, revenues and earnings for technology companies may fluctuate more
than those of less economically sensitive companies. Due to the cyclical nature
of the technology industry, inventories may not always be properly balanced,
resulting in lost sales when there are shortages or write-offs when there are
excess inventories. This may adversely affect our profitability.

IF WE ARE UNABLE TO KEEP PACE WITH THE CHANGES IN THE TECHNOLOGY INDUSTRY, OUR
PRODUCTS COULD BECOME OBSOLETE AND IT COULD HURT OUR RESULTS OF OPERATIONS.

         The technology industry is generally characterized by intense, rapid
changes, often resulting in product obsolescence or short product life cycles.
Our ability to compete after consummation of a business combination will be
dependent upon our ability to keep pace with changes in this industry. If we are
ultimately unable to adapt our operations as needed, our financial condition
following a business combination will be adversely affected.

THE TECHNOLOGY SECTOR IS HIGHLY COMPETITIVE AND WE MAY NOT BE ABLE TO COMPETE
EFFECTIVELY WHICH COULD ADVERSELY AFFECT OUR REVENUES AND PROFITABILITY
FOLLOWING A BUSINESS COMBINATION.

         The technology industry is rapidly evolving and intensely competitive.
We expect competition to continue and intensify in the future. Many of the
competitors we will face following a business combination may have significantly
greater financial, technical, marketing and other resources than we do. Some of
these competitors may also offer a wider range of services than we can and have
greater name recognition and a larger client base. These competitors may be able
to respond more quickly to new or changing opportunities, technologies and
client requirements. They may also be able to undertake more extensive
promotional activities, offer more attractive terms to clients, and adopt more
aggressive pricing policies. If we are unable to compete effectively, it could
harm our business.

IF WE ARE UNABLE TO PROTECT THE INTELLECTUAL PROPERTY RIGHTS WE OBTAIN IN A
BUSINESS COMBINATION, COMPETITORS MAY BE ABLE TO USE OUR TECHNOLOGY OR
TRADEMARKS, WHICH COULD WEAKEN OUR COMPETITIVE POSITION.

         Because of the competitive nature of the technology industry, we will
likely rely on a combination of copyright, trademark and trade secret laws and
restrictions to protect our proprietary technology and rights. Despite our
efforts to protect our proprietary technology and rights, unauthorized parties
may attempt to copy or otherwise obtain and use our products or technology,
particularly in foreign countries where the laws may not protect our proprietary
rights as fully as in the United States. Any unauthorized use of our proprietary
technology and rights could have a material adverse affect on our operations.

ITEM 2. DESCRIPTION OF PROPERTY

         We maintain our executive offices at 1415 Kellum Place, Suite 205,
Garden City, New York pursuant to an agreement with American Fund Advisors,
Inc., an affiliate of Barry J. Gordon, our chairman of the board and chief
executive officer, Marc H. Klee, our president, chief financial officer,
secretary and member of our board of directors, and Alan J. Loewenstein, one of
our vice presidents. We

                                       12
<PAGE>

pay American Fund Advisors a monthly fee of $7,500 for providing us with office
space and certain office and secretarial services. We believe, based on rents
and fees for similar services in the Garden City, New York metropolitan area,
that the fee charged by American Fund Advisors is at least as favorable as we
could have obtained from an unaffiliated person. We consider our current office
space adequate for our current operations.

ITEM 3. LEGAL PROCEEDINGS

None.

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

None.



                                     PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

MARKET INFORMATION

         Our units, common stock and warrants are traded on the Over-the-Counter
Bulletin Board under the symbols AACQU, AACQ and AACQW, respectively. The
following table sets forth the range of high and low closing bid prices for the
units, common stock and warrants for the periods indicated since such units
commenced public trading on February 25, 2005 and since such common stock and
warrants commenced public trading on March 8, 2005. The over-the-counter market
quotations reflect inter-dealer prices, without retail mark-up, mark-down or
commission and may not necessarily reflect actual transactions.

<TABLE>
<CAPTION>
                                                       UNITS             COMMON STOCK            WARRANTS
                                                       -----             ------------            --------
                                                  HIGH        LOW       HIGH        LOW       HIGH        LOW
                                                  ----        ---       ----        ---       ----        ---

      <S>                                         <C>        <C>        <C>        <C>        <C>       <C>
      2006:
           Second Quarter*...............         6.88       6.78       5.45       5.45       0.74       0.73
           First Quarter.................         7.06       6.13       5.48       5.19       0.79       0.50

      2005:
           Fourth Quarter................         6.30       5.88       5.23       5.06       0.59       0.41
           Third Quarter.................         6.30       5.75       5.15       4.90       0.64       0.46
           Second Quarter................         6.40       5.90       5.25       4.90       0.64       0.52
           First Quarter.................         6.65       6.10       5.20       5.12       0.80      0.635
</TABLE>

*Through April 6, 2006

HOLDERS

         As of April 10, 2006, there was one holder of record of our units, nine
holders of record of our common stock and one holder of record of our warrants.

                                       13
<PAGE>

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 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.

RECENT SALES OF UNREGISTERED SECURITIES AND USE OF PROCEEDS

         In September 2004, we sold the following shares of common stock without
registration under the Securities Act of 1933, as amended:

              Stockholders                        Number of Shares
              ------------                        ----------------

              Barry J. Gordon                          280,970

              Marc H. Klee                             218,530

              Arthur H. Goldberg                        93,750

              Harvey Granat                             36,750

              Alan J. Loewenstein                       30,000

              Robert Sroka                              30,000

              Robert Brill                              30,000

              Philip Goodman                            30,000

Such shares were issued in connection with our organization pursuant to the
exemption from registration contained in Section 4(2) of the Securities Act as
they were sold to sophisticated, wealthy individuals. The shares issued to the
individuals above were sold at a purchase price of $0.033 per share. On January
4, 2005, our board of directors authorized a stock dividend of 0.666666 shares
of common stock for each outstanding share of common stock and on January 24,
2005, our board of directors authorized a further stock dividend of 0.2 shares
of common stock for each outstanding share of common stock, effectively lowering
the purchase price to approximately $0.0167 per share.

INITIAL PUBLIC OFFERING

         On March 2, 2005, we closed our initial public offering of 6,000,000
units, with each unit consisting of one share of our common stock and two
warrants, each to purchase one share of our common stock at an exercise price of
$5.00 per share. On March 4, 2005, we closed on an additional 900,000 units that
were subject to the underwriters' over-allotment option. The units were sold at
an offering price of $6.00 per unit, generating total gross proceeds of
$41,400,000. The managing underwriter in the offering was EarlyBirdCapital, Inc.
The securities sold in the offering were registered under the Securities Act of
1933 on a registration statement on Form S-1 (No. 333-121028). The Securities
and Exchange Commission declared the registration statement effective on
February 17, 2005.

                                       14
<PAGE>

         We paid a total of $2,898,000 in underwriting discounts and commissions
and approximately $1,275,000 for costs and expenses related to the offering,
including $720,000 for the underwriters' non-accountable expense allowance of 2%
of the gross proceeds.

         After deducting the underwriting discounts and commissions and the
offering expenses, the total net proceeds to us from the offering were
approximately $37,227,000, of which $36,222,000 was deposited into a trust fund
and the remaining proceeds ($1,005,000) became available to be used to provide
for business, legal and accounting due diligence on prospective business
combinations and continuing general and administrative expenses. The net
proceeds deposited into the trust fund remain on deposit in the trust fund and
have earned $992,871 in interest through December 31, 2005.

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

         We were formed on September 14, 2004 to serve as a vehicle to effect a
merger, capital stock exchange, asset acquisition or other similar business
combination with an operating business. Until consummation of our initial public
offering in February 2005, all of our activity related to our formation and
initial public offering. Since February, 2005, we have been searching for
prospective target businesses to acquire. We intend to utilize cash derived from
the proceeds of our recently completed public offering, our capital stock, debt
or a combination of cash, capital stock and debt, in effecting a business
combination.

         For the year ended December 31, 2005, we had a net profit of $301,884,
attributable to interest income and unrealized gains on Trust assets offset
primarily by routine operational expenses such as rent, insurance, and
professional fees.

         Net loss for the period from September 14, 2004 to December 31, 2004 of
$1,651 related to our formation and our initial public offering.

         For the period from September 14, 2004 (inception) through December 31,
2005, we had a net profit of $300,193, attributable to interest income and
unrealized gains on Trust assets offset primarily by routine operational
expenses such as rent, insurance, and professional fees.

         $36,222,000 of the net proceeds of our initial public offering are in
trust, with the remaining net proceeds of $1,005,000 to pay for business, legal
and accounting due diligence on prospective acquisitions and continuing general
and administrative expenses. We will use substantially all of the net proceeds
of our initial public offering not held in trust to identify and evaluate
prospective acquisition candidates, select the target business, and structure,
negotiate and consummate the business combination. We intend to utilize our
cash, including the funds held in the trust fund, 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
fund as well as any other available cash will be used to finance the operations
of the target business. At December 31, 2005, we had cash outside of the trust
fund of $541,355, prepaid expenses of $19,828 and total liabilities of $334,258,
leaving us with working capital excluding the trust fund of $226,925. We believe
that we have sufficient available funds outside of the trust fund to operate
through March 2, 2007, assuming that a business combination is not consummated
during that time. 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 that is presented to us. We would only
consummate such a financing simultaneously with the consummation of a business
combination.

         We are obligated to pay to American Fund Advisors a monthly fee of
$7,500 for general and administrative services. In addition, in September 2004
and January 2005, Barry Gordon advanced an

                                       15
<PAGE>

aggregate of $77,500 to us, on a non-interest bearing basis, for payment of
offering expenses on our behalf. These amounts were repaid in March 2005 out of
proceeds of our initial public offering.

         In connection with our initial public offering, we issued to the
underwriters, for $100, an option to purchase up to a total of 300,000 units
excercisable at $9.90 per unit. The units issuable upon exercise of this
purchase option are identical to the units we sold in the offering except that
the warrants included in the option have an exercise price of $6.25. We
estimated that the fair value of this option was approximately $492,000 ($1.64
per unit underlying such option) using a Black-Scholes option-pricing model. The
fair value of the option granted to the underwriter was estimated as of the date
of grant using the following assumptions: (1) expected volatility of 42.72%, (2)
risk-free interest rate of 3.91% and (3) expected life of 5 years.

OFF-BALANCE SHEET ARRANGEMENTS

         Options and warrants issued in conjunction with our initial public
offering are equity linked derivatives and accordingly represent off-balance
sheet arrangements. The options and warrants meet the scope exception in
paragraph 11(a) of Financial Accounting Standard (FAS) 133 and are accordingly
not accounted for as derivatives for purposes of FAS 133, but instead are
accounted for as equity. See Footnote 2 to the financial statements for more
information.

ITEM 7. FINANCIAL STATEMENTS

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

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

         None.

ITEM 8A. CONTROL AND PROCEDURES

         Disclosure controls and procedures are controls and other procedures
that are designed to ensure that information required to be disclosed in company
reports filed or submitted under the Securities Exchange Act of 1934 (the
"Exchange Act") is recorded, processed, summarized and reported, within the time
periods specified in the Securities and Exchange Commission's rules and forms.
Disclosure controls and procedures include, without limitation, controls and
procedures designed to ensure that information required to be disclosed in
company reports filed or submitted under the Exchange Act is accumulated and
communicated to management, including our chief executive officer and treasurer,
as appropriate to allow timely decisions regarding required disclosure.

         As required by Rules 13a-15 and 15d-15 under the Exchange Act, our
chief executive officer and chief financial officer carried out an evaluation of
the effectiveness of the design and operation of our disclosure controls and
procedures as of December 31, 2005. Based upon their evaluation, they concluded
that our disclosure controls and procedures were effective.

         Our internal control over financial reporting is a process designed by,
or under the supervision of, our chief executive officer and chief financial
officer and effected by our board of directors, management and other personnel,
to provide reasonable assurance regarding the reliability of our financial
reporting and the preparation of our financial statements for external purposes
in accordance with generally accepted accounting principles. Internal control
over financial reporting includes policies and procedures

                                       16
<PAGE>

that pertain to the maintenance of records that in reasonable detail accurately
and fairly reflect the transactions and dispositions of our assets; provide
reasonable assurance that transactions are recorded as necessary to permit
preparation of our financial statements in accordance with generally accepted
accounting principles, and that our receipts and expenditures are being made
only in accordance with the authorization of our board of directors and
management; and provide reasonable assurance regarding prevention or timely
detection of unauthorized acquisition, use or disposition of our assets that
could have a material effect on our financial statements.

         During the most recently completed fiscal quarter, 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.

ITEM 8B. OTHER INFORMATION

         None.

                                    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:

<TABLE>
<CAPTION>
         Name                    Age     Position
         ----                    ---     --------

         <S>                     <C>     <C>
         Barry J. Gordon         60      Chairman of the Board and Chief Executive Officer

         Marc H. Klee            51      President, Chief Financial Officer, Secretary and Director

         Alan J. Loewenstein     49      Vice President

         Robert Sroka            56      Vice President

         Robert Brill            59      Director

         Arthur H. Goldberg      63      Director

         Philip Goodman          68      Director
</TABLE>

         BARRY J. GORDON has been our chairman of the board and chief executive
officer since our inception. Mr. Gordon served as executive vice president of
American Fund Advisors, Inc. from September 1978 until December 1980, as its
president from December 1980 until May 1987 and has been its chairman of the
board since May 1987. American Fund Advisors is a private money management firm
that manages money for high net worth individuals, pension and profit sharing
plans. Mr. Gordon has been a director of American Fund Advisors since December
1980. From December 1991 to March 2005, he was the president, and from December
1991 to December 1993, he was a director, of the John Hancock Technology Series,
Inc., an investment company. Since September 1999, Mr. Gordon has been
president, chief executive officer and a director of BlueStone AFA Management,
LLC, the general partner of the AFA Private Equity Fund 1, (formerly BlueStone
AFA Fund), a venture capital fund providing

                                       17
<PAGE>

equity capital for public and private companies primarily in the technology
sector, and since January 2000, has been a director of the AFA Private Equity
Fund 1. Mr. Gordon has also been chairman of the board and chief executive
officer of the New Jersey Cardinals, a Class A affiliate of the St. Louis
Cardinals, since February 1990 and the Norwich Navigators, a Class AA affiliate
of the San Francisco Giants, since March 1991. He has also served as a director
of Winfield Capital Corp., an Over The Counter Bulletin Board listed small
business investment company, since October 1995. Mr. Gordon was also the 1992
Entrepreneur of the Year for Long Island in financial services. Mr. Gordon
received a B.B.A. from the University of Miami and an M.B.A. from Hofstra
University.

         MARC H. KLEE has been our president, chief financial officer, secretary
and a member of our board of directors since our inception. Mr. Klee was the
vice president of American Fund Advisors from January 1981 until May 1984, its
senior vice president from May 1984 until March 2000 and has been its executive
vice president since March 2000. He has also been a director of American Fund
Advisors since May 1984. Mr. Klee was the vice president of the John Hancock
Technology Series, Inc. from May 1981 until May 1987 and was co-portfolio
manager of the John Hancock Technology Fund from January 1983 to March 2005.
Since September 1999, Mr. Klee has been secretary and a director of BlueStone
AFA Management, LLC and since January 2000, has been a director of the AFA
Private Equity Fund 1. Mr. Klee has also been the president of the New Jersey
Cardinals since February 1990 and vice president of the Norwich Navigators since
March 1991. Mr. Klee received a B.A. from the State University of New York at
Stony Brook (Phi Beta Kappa), an M.B.A. from the Wharton School of Business at
the University of Pennsylvania and is a chartered financial analyst.

         ALAN J. LOEWENSTEIN has been our vice president since our inception.
Mr. Loewenstein has been the senior vice president of American Fund Advisors
since April 2000 and was its vice president from May 1983 to April 2000. Prior
to joining American Fund Advisors, Mr. Loewenstein served as an investment
officer at Fidelity Union Bank from June 1980 to January 1983. Mr. Loewenstein
received a B.A. from Rutgers University, an M.B.A. from Rutgers School of
Management and is a chartered financial analyst.

         ROBERT SROKA has been our vice president since our inception. Mr. Sroka
has served as a managing director of Corporate Solutions Group, LLC, an
investment banking firm, since December 2003. Mr. Sroka has also served as
managing partner of Lighthouse Partners, a private investment and business
consulting company, since August 1998. From February 1994 to June 1998, Mr.
Sroka served as managing director of Investment Banking-Mergers and Acquisitions
for J.P. Morgan. Mr. Sroka has also served as a director of Sypris Solutions,
Inc., a Nasdaq National Market listed provider of outsourced services and
specialty products, since March 1997. Mr. Sroka also serves as non-executive
chairman of the board of Avado Brands, Inc., an operator of restaurants. On
February 4, 2004, Avado Brands, Inc. filed a voluntary petition under the
federal bankruptcy laws. Mr. Sroka received a B.A. (cum laude) from the State
University of New York at Buffalo and an M.A. (with honors) and an M.B.A. (with
distinction) from New York University.

         ROBERT BRILL has been a member of our board of directors since our
inception. Dr. Brill has been a managing partner of Newlight Associates, a group
of venture capital funds that invest equity capital in information technology
companies, since he co-founded Newlight in August 1997. From September 1988 to
December 2003, Dr. Brill was a managing partner of PolyVentures, a venture
capital fund whose principal investment focus was on early stage investments in
technology companies. Dr. Brill has been a director of Standard Microsystems
Corporation, a Nasdaq listed provider of semiconductor systems solutions for
high-speed communication and computing applications, since July 1994. Dr. Brill
was a founding member of the Technical Advisory Board of the Semiconductor
Research Corporation and a member of Phi Beta Kappa and Tau Beta Pi. He received
a B.A. and B.S. with high honors from Lehigh University and a Ph.D. in Physics
from Brown University.

                                       18
<PAGE>

         ARTHUR H. GOLDBERG has been a member of our board of directors since
our inception. Mr. Goldberg has served as a member of Corporate Solutions Group
since January 2000. From February 1994 to December 1999, Mr. Goldberg served as
president of Manhattan Associates, an investment and merchant banking firm. Mr.
Goldberg has been a director of Atlantic Realty Trust, a Nasdaq SmallCap listed
real estate investment trust, since 1996, and has been a trustee of
Ramco-Gershenson Properties Trust (formerly named RPS Realty Trust), a New York
Stock Exchange listed real estate investment trust, since 1988. Mr. Goldberg
received a B.S. (cum laude) from New York University Stern School and a J.D.
from the New York University School of Law.

         PHILIP GOODMAN has been a member of our board of directors since our
inception. Since 1990, Mr. Goodman has acted as an independent private
consultant to various companies, including American Fund Advisors since 1998 and
PharmaTech Solutions, Inc., a healthcare services company, since February 2004.
Mr. Goodman received an A.A. from the University of Chicago, a B.A. from Miami
University (Ohio) and studied at the Case Institute of Technology.

AUDIT COMMITTEE

         Our board of directors established an audit committee comprised of
Messrs. Brill, Goldberg and Goodman, with Mr. Brill acting as the chairman. Our
audit committee appoints, retains, sets compensation of, and supervises our
independent accountants, reviews the results and scope of the audit and other
accounting related services and reviews our accounting practices and systems of
internal accounting and disclosure controls. Our board of directors believes
that Mr. Brill is an "audit committee financial expert" (as defined in
Regulation 228.401(e)(1)(i)(A) of Regulation S-B). The board of directors also
believes that Mr. Brill would be considered an "independent" director under Item
7(d)(3)(iv) of Schedule 14A of the Securities Exchange Act of 1934.

CODE OF ETHICS

         In March 2005, our board of directors adopted a code of ethics that
applies to our directors, officers and employees as well as those of our
subsidiaries. A copy of our code of ethics is attached as an exhibit to this
Annual Report. Requests for copies of our code of ethics should be sent in
writing to Ardent Acquisition Corporation, 1415 Kellum Place, Suite 205, Garden
City, New York 11530.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

         Section 16(a) of the Securities Exchange Act of 1934, as amended,
requires our officers, directors and persons who beneficially own more than ten
percent of our common stock to file reports of ownership and changes in
ownership with the SEC. These reporting persons are also required 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 December 31, 2005, all filing requirements applicable to our officers,
directors and greater than ten percent beneficial owners were complied with.

ITEM 10. EXECUTIVE COMPENSATION

         Commencing February 24, 2005 and ending upon the acquisition of a
target business, we will pay American Fund Advisors, an affiliate of Barry J.
Gordon, Marc H. Klee and Alan J. Loewenstein, a fee of

                                       19
<PAGE>

$7,500 per month for providing us with certain general and administrative
services including office space, utilities and secretarial support. Other than
this $7,500 per-month fee, no compensation of any kind, including finders and
consulting fees, will be paid to any of our founding stockholders, including all
of our officers and directors, or any of their respective affiliates, for
services rendered prior to or in connection with a business combination.
However, our existing stockholders 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.

         Since our formation, we have not granted any stock options or stock
appreciation rights or any awards under long-term incentive plans.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

         The following table sets forth information regarding the beneficial
ownership of our common stock as of April 10, 2006 by:

         o        each person known by us to be the beneficial owner of more
                  than 5% of our outstanding shares of common stock;

         o        each of our officers and directors; and

         o        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 shares of common stock
beneficially owned by them.

<TABLE>
<CAPTION>
                                                      Amount and Nature
                                                        of Beneficial       Percent of
Name and Address of Beneficial Owner(1)                   Ownership            Class
---------------------------------------                   ---------            -----

<S>                                                     <C>                    <C>
Barry J. Gordon                                           561,940(2)            6.7%

Paul Sonkin(3)                                            491,600(4)            5.9%

Marc H. Klee                                              437,060(5)            5.2%

Arthur H. Goldberg(6)                                     187,500(7)            2.2%

Alan J. Loewenstein                                        60,000(8)              *

Robert Sroka(6)                                            60,000(8)              *

Robert Brill(9)                                            60,000(8)              *

Philip Goodman(10)                                         60,000(8)              *

All directors and executive officers as a group         1,426,500(11)          17.0%
(7 individuals)
</TABLE>

         -----------------------------------

                                       20
<PAGE>

* Less than 1%.

(1)      Unless otherwise noted, the business address of each of the following
         is 1415 Kellum Place, Suite 205, Garden City, New York 11530.

(2)      Does not include 374,626 shares of common stock issuable upon exercise
         of warrants not currently exercisable and that will not become
         exercisable within the next 60 days.

(3)      The business address of Mr. Sonkin is 460 Park Avenue, 12th Floor, New
         York, New York 10022.

(4)      The shares are held by Hummingbird Value Fund, L.P., The Hummingbird
         Microcap Value Fund, L.P. and The Hummingbird Concentrated Fund, L.P.
         Mr. Sonkin, as managing member and control person of Hummingbird
         Management LLC, the investment manager of such entities, has sole
         voting and dispositive power over such shares. Does not include 983,200
         shares of common stock issuable upon exercise of warrants not currently
         exercisable and that will not become exercisable within the next 60
         days. The foregoing information was derived from a Schedule 13G filed
         with the SEC on March 3, 2005.

(5)      Does not include 291,373 shares of common stock issuable upon exercise
         of warrants not currently exercisable and that will not become
         exercisable within the next 60 days.

(6)      The business address of each of these individuals is c/o Corporate
         Solutions Group, 175 Great Neck Road, Suite 408, Great Neck, NY 11021.

(7)      Does not include 125,000 shares of common stock issuable upon exercise
         of warrants not currently exercisable and that will not become
         exercisable within the next 60 days.

(8)      Does not include 40,000 shares of common stock issuable upon exercise
         of warrants not currently exercisable and that will not become
         exercisable within the next 60 days.

(9)      The business address of Dr. Brill is c/o Newlight Associates, 500 North
         Broadway, Suite 144, Jericho, New York 11753.


(10)     The business address of Mr. Goodman is 6 Oakwood Drive, Sewall's Point,
         Florida 34996.


(11)     Does not include 950,999 shares of common stock issuable upon exercise
         of warrants not currently exercisable and that will not become
         exercisable within the next 60 days.

         All 1,500,000 shares of our outstanding common stock owned by our
stockholders prior to our initial public offering have been placed in escrow
with Continental Stock Transfer & Trust Company, as escrow agent, pursuant to an
escrow agreement described below.

         Barry J. Gordon, Marc H. Klee and Arthur H. Goldberg may be deemed to
be our "parents" and "promoters," as these terms are defined under the Federal
securities laws.

                                       21
<PAGE>

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         In September 2004, we issued 750,000 shares of our common stock to the
following individuals for $25,000 in cash, at an average purchase price of
approximately $0.033 per share as set forth below:

<TABLE>
<CAPTION>
Name                         Number of Shares     Relationship to Us
----                         ----------------     ------------------

<S>                              <C>              <C>
Barry J. Gordon                  280,970          Chairman of the Board and Chief
                                                  Executive Officer
Marc H. Klee                     218,530          President, Chief Financial Officer and
                                                  Director
Arthur H. Goldberg                93,750          Director
Harvey Granat                     36,750          Stockholder
Alan J. Loewenstein               30,000          Vice President
Robert Sroka                      30,000          Vice President
Robert Brill                      30,000          Director
Philip Goodman                    30,000          Director
</TABLE>

         On January 4, 2005, our board of directors authorized a stock dividend
of 0.666666 shares of common stock for each outstanding share of common stock
and on January 24, 2005, our board of directors authorized a stock dividend of
0.2 shares of common stock for each outstanding share of common stock,
effectively lowering the purchase price to approximately $0.0167 per share.

         Pursuant to an escrow agreement between us, the Founders and
Continental Stock Transfer & Trust Company, all of the Founders Shares were
placed in escrow, with Continental acting as escrow agent, pursuant to an escrow
agreement, until the earliest of:

         o        February 24, 2008;

         o        our liquidation; or

         o        the consummation of a 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 subsequent
                  to our consummating a business combination with a target
                  business.

         During the escrow period, these shares cannot be sold, but the Founders
will retain all other rights as stockholders, 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 Founders will receive
any portion of the liquidation proceeds with respect to common stock owned by
them prior to our initial public offering.

         We also entered into a registration rights agreement with the Founders
pursuant to which the holders of the majority of the Founders Shares will be
entitled to make up to two demands that we register these shares pursuant to an
agreement to be signed prior to or on the date of this prospectus. The holders
of the majority of these shares may elect to exercise these registration rights
at any time after the date on which these shares of common stock are released
from escrow. In addition, these stockholders have certain "piggy-back"
registration rights on registration statements filed subsequent to the date on
which

                                       22
<PAGE>

these shares of common stock are released from escrow. We will bear the expenses
incurred in connection with the filing of any such registration statements.

         Each of our Founders also entered into a letter agreement with us and
EarlyBirdCapital pursuant to which, among other things:

         o        each agreed to vote all Founder Shares owned by him in
                  accordance with the majority of the IPO Shares if we solicit
                  approval of our stockholders for a business combination;

         o        if we fail to consummate a business combination by September
                  2, 2006 (or by March 2, 2007 under certain limited
                  circumstances), each agreed to take all reasonable actions
                  within his power to cause us to liquidate as soon as
                  reasonably practicable;

         o        each waived any and all rights he may have to receive any
                  distribution of cash, property or other assets as a result of
                  such liquidation with respect to his Founder Shares;

         o        each agreed to present to us for our consideration, prior to
                  presentation to any other person or entity, any suitable
                  opportunity to acquire an operating business, until the
                  earlier of our consummation of a business combination, our
                  liquidation or until such time as he ceases to be an officer
                  or director of ours, subject to any pre-existing fiduciary
                  obligations he might have;

         o        each agreed that we could not consummate any business
                  combination which involves a company which is affiliated with
                  any of the Founders unless we obtain an opinion from an
                  independent investment banking firm reasonably acceptable to
                  EarlyBirdCapital that the business combination is fair to our
                  stockholders from a financial perspective;

         o        each agreed that he and his affiliates will not be entitled to
                  receive and will not accept any compensation for services
                  rendered to us prior to the consummation of our business
                  combination; and

         o        each agreed that he and his affiliates will not be entitled to
                  receive or accept a finder's fee or any other compensation in
                  the event he or his affiliates originate a business
                  combination.

         American Fund Advisors, an affiliate of Barry J. Gordon, Marc H. Klee
and Alan J. Loewenstein, has agreed that, through the acquisition of a target
business, it will make available to us a small amount of office space and
certain office and secretarial services, as we may require from time to time. We
have agreed to pay American Fund Advisors $7,500 per month for these services.

         During 2004, Barry J. Gordon advanced an aggregate of $77,500 to us to
cover expenses related to our initial public offering. The loans were payable
without interest on the earlier of September 30, 2005 or the consummation of our
initial public offering. These loans were repaid in March 2005.

         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.

                                       23
<PAGE>

         Other than the $7,500 per-month administrative fee and reimbursable
out-of-pocket expenses payable to our officers and directors, no compensation or
fees of any kind, including finders and consulting fees, will be paid to any of
our Founders or to any of their respective affiliates for services rendered to
us prior to or with respect to the business combination.

         All ongoing and future transactions between us and any of our officers
and directors or their respective affiliates, will be on terms believed by us to
be no less favorable than are available from unaffiliated third parties and will
require prior approval in each instance by a majority of the members of our
board who do not have an interest in the transaction.

ITEM 13. EXHIBITS

(a) The following Exhibits are filed as part of this report.

    Exhibit No.   Description
    -----------   -----------

         3.1      Amended and Restated Certificate of Incorporation. (1)

         3.2      By-laws. (1)

         4.1      Specimen Unit Certificate. (1)

         4.2      Specimen Common Stock Certificate. (1)

         4.3      Specimen Warrant Certificate. (1)

         4.4      Form of Unit Purchase Option to be granted to Representative.
                  (1)

         4.5      Form of Warrant Agreement between Continental Stock Transfer &
                  Trust Company and the Registrant. (1)

         10.1     Letter Agreement among the Registrant, EarlyBirdCapital, Inc.
                  and Barry J. Gordon. (1)

         10.2     Letter Agreement among the Registrant, EarlyBirdCapital, Inc.
                  and Marc H. Klee. (1)

         10.3     Letter Agreement among the Registrant, EarlyBirdCapital, Inc.
                  and Harvey Granat. (1)

         10.4     Letter Agreement among the Registrant, EarlyBirdCapital, Inc.
                  and Robert Brill. (1)

         10.5     Letter Agreement among the Registrant, EarlyBirdCapital, Inc.
                  and Arthur G. Goldberg. (1)

         10.6     Letter Agreement among the Registrant, EarlyBirdCapital, Inc.
                  and Philip Goodman. (1)

                                       24
<PAGE>

         10.7     Letter Agreement among the Registrant, EarlyBirdCapital, Inc.
                  and Alan J. Loewenstein. (1)

         10.8     Letter Agreement among the Registrant, EarlyBirdCapital, Inc.
                  and Robert Sroka. (1)

         10.9     Form of Investment Management Trust Agreement between
                  Continental Stock Transfer & Trust Company and the Registrant.
                  (1)

         10.10    Form of Stock Escrow Agreement between the Registrant,
                  Continental Stock Transfer & Trust Company and the Initial
                  Stockholders. (1)

         10.11    Form of Letter Agreement between American Fun Advisors, Inc.
                  and Registrant regarding administrative support. (1)

         10.12    Promissory Note, dated October 31, 2004, in the principal
                  amount of $70,000 issued to Barry J. Gordon. (1)

         10.13    Registration Rights Agreement among the Registrant and the
                  Initial Stockholders. (1)

         10.14    Form of Warrant Purchase Agreement among EarlyBirdCapital,
                  Inc. and each of the Initial Stockholders. (1)

         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.

         (1) Incorporated by reference to the Registrant's Registration
             Statement on Form S-1 (SEC File No. 333-121028)

                                       25
<PAGE>

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

         The firm of Goldstein Golub Kessler LLP ("GGK") acts as our principal
accountant. Through September 30, 2005, GGK had a continuing relationship with
American Express Tax and Business Services Inc. ("TBS") from which it leased
auditing staff who are full time, permanent employees of TBS and through which
its partners provided non-audit services. Subsequent to September 30, 2005, this
relationship ceased and the firm established a similar relationship RSM
McGladrey, Inc. ("RSM"). As a result of this arrangement, GGK has no full time
employees and therefore, none of the audit services performed were provided by
permanent full-time employees of GGK. GGK manages and supervises the audit and
audit staff, and is exclusively responsible for the opinion rendered in
connection with its examination. The following is a summary of fees paid or to
be paid to GGK and RSM for services rendered.

AUDIT FEES

         We have paid our principal accountant $25,000 for the services they
performed in connection with 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 February 24, 2005. We also paid or expect
to pay them $18,626 for additional auditing services including review of our
2005 10-QSB filings. In addition, we expect to pay them approximately $15,000 in
connection with our 2005 audit and 10-KSB filings.

AUDIT-RELATED FEES

         During 2005, our principal accountant did not render assurance and
related services reasonably related to the performance of the audit or review of
financial statements.

TAX FEES

         During 2005, we paid TBS approximately $1,800 in connection with 2004
tax return preparation.

ALL OTHER FEES

         During 2005, 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 March 2005, 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
the chairman of the 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.

                                       26
<PAGE>

================================================================================

                                                  ARDENT ACQUISITION CORPORATION
                                        (A CORPORATION IN THE DEVELOPMENT STAGE)


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM                      F-2


FINANCIAL STATEMENTS

         Balance Sheet                                                       F-3
         Statements of Operations                                            F-4
         Statements of Stockholders' Equity                                  F-5
         Statements of Cash Flows                                      F-6 - F-7


NOTES TO FINANCIAL STATEMENTS                                         F-8 - F-12

================================================================================

                                      F-1
<PAGE>

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors
Ardent Acquisition Corporation

We have audited the accompanying balance sheet of Ardent Acquisition Corporation
(a corporation in the development stage) as of December 31, 2005, and the
related statements of operations, stockholders' equity and cash flows for the
year ended December 31, 2005, the period from September 14, 2004 (inception) to
December 31, 2004 and the cumulative period from September 14, 2004 (inception)
to December 31, 2005. 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 audits.

We conducted our audits 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. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Ardent Acquisition Corporation
as of December 31, 2005 and the results of its operations and its cash flows for
the year ended December 31, 2005, the period from September 14, 2004 (inception)
to December 31, 2004 and the cumulative period from September 14, 2004
(inception) to December 31, 2005 in conformity with United States generally
accepted accounting principles.

The accompanying financial statements have been prepared assuming that Ardent
Acquisition Corporation will continue as a going concern. As discussed in Note 1
to the financial statements, the Company may face a mandatory liquidation by
September 2, 2006 if a business combination is not consummated, unless certain
extension criteria are met, which makes substantial doubt about its ability to
continue as a going concern. The financial statements do not include any
adjustments that might result from the outcome of that uncertainty.



/s/ Goldstein Golub Kessler LLP

Goldstein Golub Kessler LLP
New York, New York

March 27, 2006

                                      F-2
<PAGE>

================================================================================

                                                  ARDENT ACQUISITION CORPORATION
                                        (A CORPORATION IN THE DEVELOPMENT STAGE)

                                                                   BALANCE SHEET

================================================================================

                                                            DECEMBER 31, 2005

--------------------------------------------------------------------------------
         ASSETS
         Current assets:
            CASH                                               $   541,355
            ASSETS HELD IN TRUST FUND (NOTE 1)                  37,214,871
            PREPAID EXPENSES                                        19,828
--------------------------------------------------------------------------------
         Total current assets                                   37,776,054
--------------------------------------------------------------------------------
         Deferred Tax Asset (Note 7)                               110,570

         Total assets                                          $37,886,624
================================================================================
         LIABILITIES AND STOCKHOLDERS' EQUITY
         Current liabilities:
            ACCOUNTS PAYABLE                                   $     2,011
            ACCRUED EXPENSES                                       133,772
            DEFERRED INTEREST (NOTE 1)                             198,475
--------------------------------------------------------------------------------
               TOTAL CURRENT LIABILITIES                           334,258
--------------------------------------------------------------------------------

         COMMON STOCK, SUBJECT TO POSSIBLE CONVERSION,
             1,379,310 SHARES AT CONVERSION VALUE (NOTE 1)       7,240,778

         Commitment (Note 4)

         Stockholders' equity (Notes 1, 2, 5 and 6)
      Preferred stock, $.0001 par value, Authorized                     --
               1,000,000 shares; none issued
      Common stock, $.0001 par value
         Authorized 30,000,000 shares
         Issued and outstanding 8,400,000 shares
            (which includes 1,379,310 subject to possible
            conversion)                                                840
      ADDITIONAL PAID-IN CAPITAL                                30,010,555
      INCOME ACCUMULATED DURING THE DEVELOPMENT STAGE              300,193
--------------------------------------------------------------------------------

      TOTAL STOCKHOLDERS' EQUITY                                30,311,588
--------------------------------------------------------------------------------

         Total liabilities and stockholders' equity            $37,886,624
         =======================================================================

            THE ACCOMPANYING NOTES SHOULD BE READ IN CONJUNCTION WITH
                           THE FINANCIAL STATEMENTS.


================================================================================

                                      F-3
<PAGE>

================================================================================

                                                  ARDENT ACQUISITION CORPORATION
                                        (A CORPORATION IN THE DEVELOPMENT STAGE)

                                                        STATEMENTS OF OPERATIONS

================================================================================

<TABLE>
<CAPTION>
                                                        FOR THE YEAR ENDING   FOR THE PERIOD FROM    FOR THE PERIOD FROM
                                                        DECEMBER 31, 2005     SEPTEMBER 14, 2004     SEPTEMBER 14, 2004
                                                                              (INCEPTION)            (INCEPTION)
                                                                              TO DECEMBER 31, 2004   TO DECEMBER 31, 2005
-------------------------------------------------------------------------------------------------------------------------
<S>                                                     <C>                   <C>                    <C>
         Income:
            INTEREST INCOME                             $    17,479           $       179            $    17,658
            INTEREST INCOME ON TRUST ASSETS                 794,396                    --                794,396
-------------------------------------------------------------------------------------------------------------------------
                 Total Income                               811,875                   179                812,054
-------------------------------------------------------------------------------------------------------------------------
         Expenses:
            PROFESSIONAL FEES                                65,949                    --                 65,949
            RENT                                             76,875                    --                 76,875
            STATE  CAPITAL TAXES                             34,750                    --                 34,750
            INSURANCE                                        87,500                    --                 87,500
            OTHER FORMATION AND OPERATING COSTS              44,065                 1,830                 45,895
-------------------------------------------------------------------------------------------------------------------------
                 Total Expenses                             309,139                 1,830                310,969
-------------------------------------------------------------------------------------------------------------------------
         Income before provision for income taxes           502,736                (1,651)               501,085

            PROVISION FOR INCOME TAXES                      200,892                    --                200,892
-------------------------------------------------------------------------------------------------------------------------

         Net income/(loss) for the period               $   301,844           $    (1,651)           $   300,193
=========================================================================================================================

NET INCOME PER SHARE BASIC AND DILUTED                  $      0.04           $     (0.00)           $      0.05

Weighted average shares outstanding                       7,260,822             1,500,000              5,936,076
-------------------------------------------------------------------------------------------------------------------------
</TABLE>

            THE ACCOMPANYING NOTES SHOULD BE READ IN CONJUNCTION WITH
                           THE FINANCIAL STATEMENTS.

                                      F-4
<PAGE>

================================================================================

                                                  ARDENT ACQUISITION CORPORATION
                                        (A CORPORATION IN THE DEVELOPMENT STAGE)

                                              STATEMENTS OF STOCKHOLDERS' EQUITY

================================================================================

<TABLE>
<CAPTION>
                                                                                                        Income/
                                                                                                       (Deficit)
                                                                                                      Accumulated
                                                            Common Stock                              During the
                                                            ------------           Addition paid-     Development
                                                       Shares          Amount        in capital          Stage           Total
                                                    ------------------------------------------------------------------------------

<S>                                                    <C>          <C>             <C>              <C>              <C>
Sale of 1,500,000 shares of common stock to            1,500,000    $        150    $     24,850           --         $     25,000
initial stockholders on September 14, 2004 at
$.0167 per share

Net Loss for the period                                   --              --              --         $     (1,651)          (1,651)
                                                    ------------------------------------------------------------------------------
Balance at December 31, 2004                           1,500,000    $        150    $     24,850     $     (1,651)    $     23,349


Sale of 6,900,000 units, net of underwriters'          6,900,000             690      37,226,383                        37,227,073
discount and offering expenses (includes
1,379,310 shares subject to possible conversion)

Proceeds subject to possible conversion of
1,379,310 shares                                          --              --          (7,240,778)          --           (7,240,778)

Proceeds from issuance of option                                                             100                               100

Net income for the year                                   --              --              --              301,844          301,844
                                                    ------------------------------------------------------------------------------
Balance, December 31, 2005                             8,400,000    $        840    $ 30,010,555     $    300,193     $ 30,311,588
                                                    ==============================================================================
</TABLE>

            THE ACCOMPANYING NOTES SHOULD BE READ IN CONJUNCTION WITH
                           THE FINANCIAL STATEMENTS.

                                      F-5
<PAGE>

================================================================================

                                                  ARDENT ACQUISITION CORPORATION
                                        (A CORPORATION IN THE DEVELOPMENT STAGE)

                                                        STATEMENTS OF CASH FLOWS

================================================================================

<TABLE>
<CAPTION>
                                                                           FOR THE YEAR ENDING      FOR THE PERIOD FROM
                                                                            SEPTEMBER 14, 2004       SEPTEMBER 14, 2004
                                                  FOR THE YEAR ENDING        (INCEPTION) TO           (INCEPTION) TO
                                                   DECEMBER 31, 2005        DECEMBER 31, 2004        DECEMBER 31, 2005
<S>                                                   <C>                      <C>                      <C>
CASH FLOW FROM OPERATING
ACTIVITES

Net income (loss)                                     $    301,844             $     (1,651)            $    300,193
Deferred income taxes                                     (110,570)                    --                   (110,570)
Adjustments to reconcile net
Income (loss) to net cash provided by (used in)
operating activities:

Accrued interest on Treasury                              (992,871)                    --                   (992,871)
Bills

Changes in Operating Assets and Liabilities:
(Increase) in Prepaid expenses                             (19,828)                    --                    (19,828)
Increase in Accrued expenses                               131,997                    1,775                  133,772

Increase in Deferred Interest                              198,475                     --                    198,475
Increase in Accounts Payable                                 2,011                     --                      2,011
-----------------------------------------------------------------------------------------------------------------------
Net cash provided by (used in) operating
activities                                                (488,942)                     124                 (488,818)
-----------------------------------------------------------------------------------------------------------------------

CASH FLOW FROM INVESTING
ACTIVITY - ASSETS PLACED IN                            (36,222,000)                    --                (36,222,000)
TRUST
-----------------------------------------------------------------------------------------------------------------------
NET CASH USED IN INVESTING ACTIVITIES                  (36,222,000)                    --                (36,222,000)
-----------------------------------------------------------------------------------------------------------------------

CASH FLOWS FROM FINANCING
ACTIVITES
Gross Proceeds                                          41,400,000                     --                 41,400,000
Proceeds from notes,                                                                 70,000                   70,000
stockholder
Payment of notes, stockholder                              (70,000)                    --                    (70,000)
Proceeds from sale of shares
of common stock                                               --                     25,000                   25,000
Proceeds from issuance of
option                                                         100                     --                        100
Payment of costs of public
offering                                                (4,084,117)                 (88,810)              (4,172,927)
</TABLE>

                                      F-6
<PAGE>

<TABLE>
<CAPTION>
                                                                           FOR THE YEAR ENDING      FOR THE PERIOD FROM
                                                                            SEPTEMBER 14, 2004       SEPTEMBER 14, 2004
                                                  FOR THE YEAR ENDING        (INCEPTION) TO           (INCEPTION) TO
                                                   DECEMBER 31, 2005        DECEMBER 31, 2004        DECEMBER 31, 2005

-----------------------------------------------------------------------------------------------------------------------
<S>                                                   <C>                      <C>                      <C>
NET CASH PROVIDED BY FINANCING                          37,245,983                    6,190               37,252,173
ACTIVITIES
-----------------------------------------------------------------------------------------------------------------------

NET INCREASE IN CASH                                       535,041                    6,314                  541,355
CASH AT BEGINNING OF PERIOD                                  6,314                     --                       --
-----------------------------------------------------------------------------------------------------------------------
CASH AT THE END OF THE PERIOD                         $    541,355             $      6,314             $    541,355
=======================================================================================================================


SUPPLEMENTAL CASH FLOW
INFORMATION:
INCOME TAXES PAID                                     $    237,952                     --               $    237,952
                                                      ============             ============             ============
NON CASH FINANCING ACTIVITY:
ACCRUAL OF COST OF PUBLIC
OFFERING                                                      --               $      8,500                     --
                                                      ============             ============             ============
</TABLE>

            THE ACCOMPANYING NOTES SHOULD BE READ IN CONJUNCTION WITH
                            THE FINANCIAL STATEMENTS.

                                      F-7
<PAGE>

================================================================================

                                                  ARDENT ACQUISITION CORPORATION
                                        (A CORPORATION IN THE DEVELOPMENT STAGE)

                                                   NOTES TO FINANCIAL STATEMENTS

================================================================================


1.  ORGANIZATION      Ardent Acquisition Corporation (the "Company") was
    AND               incorporated in Delaware on September 14, 2004 as a blank
    BUSINESS          check company whose objective is to acquire an operating
    OPERATIONS        business.

                      The registration statement for the Company's initial
                      public offering ("Offering") was declared effective
                      February 24, 2005. The Company consummated the offering on
                      March 2, 2005 and received net proceeds of approximately
                      $32,205,000 (Note 2). On March 3, 2005, the Company
                      consummated the closing of the over-allotment option and
                      the Company received net proceeds of approximately
                      $5,022,000 (Note 2). 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 this Offering are intended to be
                      generally applied toward consummating a business
                      combination with an operating business ("Business
                      Combination"). Furthermore, there is no assurance that the
                      Company will be able to successfully effect a Business
                      Combination. An amount of $36,222,000 of the net proceeds
                      was placed in an interest-bearing trust account ("Trust
                      Account") until the earlier of (i) the consummation of a
                      Business Combination or (ii) liquidation of the Company.
                      Under the agreement governing the Trust Account, funds
                      will only be invested in United States government
                      securities (Treasury Bills) with a maturity of 180 days or
                      less. The Treasury Bills have been accounted for as
                      trading securities, which are recorded at their market
                      value of approximately $37,214,000 at December 31, 2005.
                      The excess of market value over cost, exclusive of the
                      deferred interest described below, is included in the
                      accompanying financial statements. 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.

                      The Company, after signing a definitive agreement for the
                      acquisition of a target business, will submit such
                      transaction for stockholder approval. In the event that
                      stockholders owning 20% 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.

                                      F-8
<PAGE>

================================================================================

                                                  ARDENT ACQUISITION CORPORATION
                                        (A CORPORATION IN THE DEVELOPMENT STAGE)

                                                   NOTES TO FINANCIAL STATEMENTS

================================================================================


                      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 their
                      1,500,000 founding shares of 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 safeguards will no
                      longer be applicable.

                      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. 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 Proposed Offering. Accordingly, Public
                      Stockholders holding 19.99% 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. Accordingly, a portion of the net proceeds
                      from the offering (19.99% of the amount held in the Trust
                      Account) has been classified as common stock subject to
                      possible conversion in the accompanying December 31, 2005
                      balance sheet and 19.99% of the related interest earned on
                      the Treasury Bills has been recorded as deferred interest.

                      The Company's Amended and Restated Certificate of
                      Incorporation provides for mandatory liquidation of the
                      Company in the event that the Company does not consummate
                      a Business Combination within 18 months from the date of
                      the consummation of the Offering, or 24 months from the
                      consummation of the Offering if certain extension criteria
                      have been satisfied. There is no assurance that the
                      Company will be able to successfully effect a Business
                      Combination during this period. This factor raises
                      substantial doubt about the Company's ability to continue
                      as a going concern. The accompanying financial statements
                      are prepared assuming the Company will continue as a going
                      concern. The financial statements do not include any
                      adjustments that might result from the outcome of this
                      uncertainty. In the event of liquidation, it is likely
                      that the per share value of the residual assets remaining
                      available for distribution (including Trust Account
                      assets) will be less than the initial public offering
                      price per share in the Offering due to costs related to
                      the Offering and since no value would be attributed to the
                      Warrants contained in the Units sold (Note 2).

                      Deferred income taxes are provided for the differences
                      between the bases 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.

                      For purposes of the statements of cash flows, the Company
                      considers all investments purchased with an original
                      maturity of three months or less to be cash equivalents.

                      The Company maintains cash in bank deposit accounts which,
                      at times, exceed federally insured limits. The Company has
                      not experienced any losses on these accounts.

                                      F-9
<PAGE>

================================================================================

                                                  ARDENT ACQUISITION CORPORATION
                                        (A CORPORATION IN THE DEVELOPMENT STAGE)

                                                   NOTES TO FINANCIAL STATEMENTS

================================================================================


                      Basic net income per share is computed by dividing net
                      income by the weighted-average number of shares of common
                      stock outstanding during the period. Diluted net income
                      per share reflects the additional dilution for all
                      potentially dilutive securities such as stock warrants and
                      options. The effect of the 13,800,000 outstanding
                      warrants, issued in connection with the initial public
                      offering described in Note 2 has not been considered in
                      the diluted net income per share since the warrants are
                      contingently exercisable. The effect of the 300,000 units
                      included in the underwriters purchase option, as described
                      in Note 2 along with the warrants underlying such units,
                      has not been considered in the diluted earnings per share
                      calculation since the market price of the option was less
                      than the exercise price during the period.

                      In December 2004, the Financial Accounting Standards Board
                      issued Statement of Financial Accounting Standards No. 123
                      (revised 2004) ("SFAS 123(R)"), "Share Based Payment".
                      SFAS 123(R) requires all share-based payments to
                      employees, including grants of employee stock options, to
                      be recognized in the financial statements based on their
                      fair values. The Company is required to adopt SFAS 123(R)
                      effective January 1, 2006. The Company does not believe
                      that the adoption of SFAS No. 123(R) will have a
                      significant impact on its financial condition or results
                      of operations.

                      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.


                      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 at the date of the financial statements
                      and the reported amounts of expenses during the reporting
                      period. Actual results could differ from those estimates.


2.  INITIAL PUBLIC    On March 2, 2005 and March 3, 2005 the Company sold
    OFFERING          6,900,000 units ("Units") in the Offering (including the
                      over-allotment option) for $6.00 per Unit. Each Unit
                      consists of one share of the Company's common stock,
                      $.0001 par value, and two Redeemable Common Stock Purchase
                      Warrants ("Warrants"). Each Warrant entitles 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 one year from the
                      effective date of the Offering and expiring four years
                      from the effective date of the Offering. The Warrants will
                      be redeemable, upon prior written consent of
                      EarlyBirdCapital, Inc., at a price of $.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 $8.50 per share for any 20
                      trading days within a 30 trading day period

                                      F-10
<PAGE>

================================================================================

                                                  ARDENT ACQUISITION CORPORATION
                                        (A CORPORATION IN THE DEVELOPMENT STAGE)

                                                   NOTES TO FINANCIAL STATEMENTS

================================================================================


                      ending on the third day prior to the date on which notice
                      of redemption is given. In connection with this Offering,
                      the Company issued an option, for $100, to the
                      representative of the underwriters to purchase 300,000
                      Units at an exercise price of $9.90 per Unit. In addition,
                      the warrants underlying such Units are exercisable at
                      $6.25 per share.


3.  DUE TO            In September 2004, the Company issued a $70,000 unsecured
    STOCKHOLDER       promissory note to an Initial Stockholder, who is also an
                      officer. An additional $7,500 was advanced in January
                      2005. The amounts due were non interest-bearing and were
                      paid from the net proceeds of the Offering.


4.  COMMITMENT        The Company presently occupies office space provided by an
                      affiliate of an Initial Stockholder. Such affiliate has
                      agreed that, until the acquisition of a target business by
                      the Company, it will make such office space, as well as
                      certain office and secretarial services, available to the
                      Company, as may be required by the Company from time to
                      time. The Company has agreed to pay such affiliate $7,500
                      per month for such services commencing on the effective
                      date of the Offering. The statement of operations for the
                      period ended December 31, 2005 includes $76,875 related to
                      this agreement.


5.  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.


6.  COMMON STOCK      On January 4, 2005, the Company's Board of Directors
                      authorized a stock dividend of 0.666666 shares of common
                      stock for each outstanding share of common stock and on
                      January 24, 2005, the Company's Board of Directors
                      authorized a further stock dividend of 0.2 shares of
                      common stock for each outstanding share of common stock.
                      All references in the accompanying financial statements to
                      the number of shares of stock have been retroactively
                      restated to reflect these transactions.

                      At December 31, 2005, 14,700,000 shares of common stock
                      were reserved for issuance upon exercise of redeemable
                      warrants and underwriters' unit purchase option.

                                      F-11
<PAGE>

================================================================================

                                                  ARDENT ACQUISITION CORPORATION
                                        (A CORPORATION IN THE DEVELOPMENT STAGE)

                                                   NOTES TO FINANCIAL STATEMENTS

================================================================================


7.  INCOME TAXES      The provision for income taxes consists of the following:

                                           FOR THE PERIOD ENDED DECEMBER 31,
                                                 2005               2004
                                                 ----               ----
                      Current:
                             Federal          $ 241,079                --
                             State               70,382                --
                      Deferred:
                             Federal            (85,584)               --
                             State              (24,986)               --
                                              ---------           -------
                      Total                   $ 200,892           $    --
                                              =========           =======

                      The total provision for income taxes differs from that
                      amount which would be computed by applying the U.S.
                      federal income tax rate to income before provision for
                      income taxes principally due to the effect of state and
                      local income taxes.

                      The tax effect of temporary differences that give rise to
                      the net deferred tax asset is as follows:

                                                               DECEMBER 31,
                                                                   2005
                                                               ------------
                         Interest income deferred for
                         reporting purposes                      $ 79,310
                         Expenses deferred for
                         income tax purposes                       31,260
                      ---------------------------------------------------
                         Deferred tax asset                      $110,570
                      ===================================================

                      The Company's effective tax rate differs from the Federal
                      statutory tax rate of 34% due to the following:

                                               Year ended    Period ended
                                               December 31,  December 31,
                                               2005          2004
                      ---------------------------------------------------
                      Federal statutory rate   34%           (34%)
                      State income taxes        6             (6)
                      Valuation allowance      --             40
                      ---------------------------------------------------
                      Effective tax rate       40%            --
                      ===================================================

                      The Company recorded a valuation allowance on its deferred
                      tax asset during the period ended December 31, 2004 since
                      the Company was not yet earning interest income at that
                      time.

                                      F-12
<PAGE>

                                   SIGNATURES

         Pursuant to the requirements of the Section 13 or 15 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
10th day of April, 2006.

                                        ARDENT ACQUISITION CORPORATION



                                        By: /s/ Barry J. Gordon
                                            -------------------
                                            Barry J. Gordon
                                            Chairman and Chief 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.

<TABLE>
<CAPTION>
Name                                             Title                              Date
----                                             -----                              ----

<S>                             <C>                                             <C>
/s/ Barry J. Gordon             Chairman of the Board and Chief Executive       April 10, 2006
-------------------             Officer (Principal Executive Officer)
Barry J. Gordon


/s/ Marc H. Klee                President, Chief Financial Officer,             April 10, 2006
----------------                Secretary and Director (Principal
Marc H. Klee                    Accounting and Financial Officer)


/s/ Robert Brill                Director                                        April 10, 2006
----------------
Robert Brill


/s/ Arthur H. Goldberg          Director                                        April 10, 2006
----------------------
Arthur H. Goldberg


/s/ Philip Goodman              Director                                        April 10, 2006
------------------
Philip Goodman
</TABLE>