UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549





FORM
10-K





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


For the
fiscal year ended December 31,
2008





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


For the
transition period from ______________to ______________





Commission
File Number 000-52875





NORTH
SHORE ACQUISITION CORP.


(Name of
Registrant as Specified in Its Charter)





Delaware
              26-0433980(State
      or Other Jurisdiction
                of
      Incorporation or Organization)
              (I.R.S.
      Employer
                Identification
      Number)





175
      Great Neck Road, Suite 204, Great Neck, New York
              11021(Address
      of Principal Executive Offices)
              (Zip
      Code)





(516)
487-0200


(Registrant’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 one
Warrant


Common
Stock, $.0001 par value per share


Warrants
to purchase shares of Common Stock





Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act.  Yes   ̈  No  x




Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Act.  Yes   ̈  No  x




Indicate
by check mark 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   ̈





Indicate
by check mark if disclosure of delinquent filers pursuant  to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of the registrant’s knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K.  x





Indicate
by check mark whether the Registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer or a smaller reporting company. See
definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act. (Check one):





Large
      accelerated filer   ̈
              Accelerated
      filer   ̈Non-accelerated
      filer   ̈
              Smaller
      reporting company  x(Do
      not check if a smaller reporting company)





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





As of
June 30, 2008, the aggregate market value of the common stock held by
non-affiliates of the Registrant was approximately $46,376,900.





As March
10, 2009, there were 7,941,250 shares of Common Stock, $.0001 par value per
share, outstanding.





Documents
incorporated by reference: None.









NORTH
SHORE ACQUISITION CORP.


FORM
10-K


TABLE
OF CONTENTS




PART I
                    
                    1ITEM
      1.
                    BUSINESS.
                    1ITEM
      1A.
                    RISK
      FACTORS.
                    8ITEM
      1B.
                    UNRESOLVED
      STAFF COMMENTS.
                    20ITEM
      2.
                    PROPERTIES.
                    21ITEM
      3.
                    LEGAL
      PROCEEDINGS.
                    21ITEM
      4.
                    SUBMISSION
      OF MATTERS TO A VOTE OF SECURITY HOLDERS.
                    21PART
      II
                    22ITEM
      5.
                    MARKET
      FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF
      EQUITY SECURITIES.
                    22ITEM
      6.
                    SELECTED
      FINANCIAL DATA.
                    24ITEM
      7.
                    MANAGEMENT’S
      DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
      OPERATIONS.
                    24ITEM
      7A.
                    QUANTITATIVE
      AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
                    25ITEM
      8.
                    FINANCIAL
      STATEMENTS AND SUPPLEMENTARY DATA.
                    25ITEM
      9.
                    CHANGES
      IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
      DISCLOSURE.
                    25ITEM
      9A(T).
                    CONTROLS
      AND PROCEDURES.
                    26ITEM
      9B.
                    OTHER
      INFORMATION.
                    27PART
      III
                    28ITEM
      10.
                    DIRECTORS,
      EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.
                    28ITEM
      11.
                    EXECUTIVE
      COMPENSATION.
                    30ITEM
      12.
                    SECURITY
      OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
      STOCKHOLDER MATTERS.
                    32ITEM
      13.
                    CERTAIN
      RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
      INDEPENDENCE.
                    34ITEM
      14.
                    PRINCIPAL
      ACCOUNTANT FEES AND SERVICES.
                    37PART
      IVITEM
      15.
                    EXHIBITS
      AND FINANCIAL STATEMENT SCHEDULES.
                    37


i


PART I




ITEM
      1.
            BUSINESS.




Background




North
Shore Acquisition Corp. is a blank check company organized under the laws of the
State of Delaware on June 26, 2007. We were formed with the purpose of effecting
a merger, capital stock exchange, asset acquisition or other similar business
combination with an operating business. Our efforts in identifying a prospective
target business are not be limited to a particular industry.




On
December 7, 2007, we closed our initial public offering of 6,300,000 units with
each unit consisting of one share of our common stock and one warrant, each to
purchase one share of our common stock at an exercise price of $5.00 per share
(“IPO”). Simultaneously with the consummation of the IPO, we consummated the
private sale of 1,600,000 warrants (“insider warrants”) at a price of $1.00 per
insider warrant, generating total proceeds of $1,600,000. On January 24, 2008,
we consummated the closing of an additional 53,000 units which were subject to
the over-allotment option. The units from the initial public offering (including
the over-allotment option) were sold at an offering price of $8.00 per unit,
generating total gross proceeds of $50,824,000. After deducting the underwriting
discounts and commissions and the offering expenses, the total net proceeds to
us from the offering (including the over-allotment option and the private sale
of the insider warrants) were $49,883,546, of which $49,693,160 was deposited
into the trust account and the remaining proceeds of $190,386 became available
to be used to provide for business, legal and accounting due diligence on
prospective business combinations and continuing general and administrative
expenses. In addition, we may draw for use of working capital up to $1,000,000
of interest earned on the trust account, as well as any amounts necessary to pay
our tax obligations. Through December 31, 2008, we have used all of the net
proceeds that were not deposited into the trust fund to pay general and
administrative expenses, and we have drawn interest income in the amount of
$423,546 and $326,454 for our tax obligations and working capital, respectively.
The net proceeds of $49,693,160 initially deposited into the trust account
remain in the trust account and, through December 31, 2008, have earned $140,630
in interest that has not been released to us as described above, for a total of
$49,833,790 (or approximately $7.84 per share sold in the offering) held in
trust.




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


1


Selection
of a target business and structuring of a business combination




We
believe based on our management’s business knowledge and past experience that
there are numerous acquisition candidates available. 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. Target businesses may be brought to our attention by such
unaffiliated sources as a result of being solicited by us through calls or
mailings. These sources may also introduce us to target businesses they think we
may be interested in on an unsolicited basis, since many of these sources will
have read our prospectus for our IPO and know what types of businesses we are
targeting. Our officers and directors, as well as their affiliates, may also
bring to our attention target business candidates that they become aware of
through their business contacts as a result of formal or informal inquiries or
discussions they may have, as well as attending trade shows or conventions. We
may engage professional firms or other individuals that specialize in business
acquisitions to assist us in our search for a business combination and in our
determination of whether or not to proceed with a business combination, in which
event we may pay a finder’s fee, consulting fee or other compensation to be
determined in an arm’s length negotiation based on the terms of the transaction.
Payment of such fees is customarily tied to completion of a transaction, in
which case any such fee will be paid out of the funds held in the trust account.
Although it is possible that we may pay such fees in the case of an uncompleted
transaction, we consider this possibility to be remote. In no event, however,
will we pay any of our initial officers, directors or stockholders
(collectively, our “founders”) or any entity with which they are affiliated any
finder’s fee or other compensation for services rendered to us prior to or in
connection with the consummation of a business combination.




If we
determine to enter into a business combination with a target business that is
affiliated with our founders or an entity that is either a portfolio company of,
or has otherwise received a financial investment from, an investment banking
firm (or an affiliate thereof) that is affiliated with our founders, we would do
so only if we obtained an opinion from an independent investment banking firm
that the business combination is fair to our unaffiliated stockholders from a
financial point of view. Additionally, we will evaluate whether the terms of any
such transaction are similar to those that we could have received from an
unaffiliated third party and will disclose our conclusions in the proxy
solicitation materials we send to stockholders in connection with such
transaction.




Subject
to the requirement that our initial business combination must be with a target
business with a fair market value that is at least 80% of our net assets at the
time of such acquisition, our management will have virtually unrestricted
flexibility in identifying and selecting a prospective target business. We have
not established any other specific attributes or criteria (financial or
otherwise) for prospective target businesses. In evaluating a prospective target
business, our management may consider a variety of factors, including one or
more of the following:




·
            financial
      condition and results of operation;




·
            growth
      potential;




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




·
            capital
      requirements;




·
            competitive
      position;




2


·
            barriers
      to entry;




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




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




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




·
            regulatory
      environment of the industry; and




·
            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 will conduct
an extensive due diligence review which will encompass, among other things,
meetings with incumbent management and inspection of facilities, as well as
review of financial and other information which is made available to us. This
due diligence review will be conducted either by our management or by
unaffiliated third parties we may engage. We are also required to have all
prospective target businesses execute agreements with us waiving any right,
title, interest or claim of any kind in or to any monies held in the trust
account. If any prospective target business refused to execute such agreement,
we would cease negotiations with such target business.




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




Fair
market value of target business




The
initial target business that we acquire must have a fair market value equal to
at least 80% of our net assets at the time of such acquisition. We anticipate
structuring a business combination to acquire 100% of the equity interests or
assets of the target business. We may, however, structure a business combination
to acquire less than 100% of such interests or assets of the target business but
will not acquire less than a controlling interest (meaning not less than 50% of
the voting securities of the target business). If we acquire only a controlling
interest in a target business or businesses, the portion of such business that
we acquire must have a fair market value equal to at least 80% of our net
assets. In order to consummate such an acquisition, we may issue a significant
amount of our debt or equity securities to the sellers of such businesses and/or
seek to raise additional funds through a private offering of debt or equity
securities. The fair market value of such business will be determined by our
board of directors based upon one or more standards generally accepted by the
financial community (such as actual and potential sales, earnings, cash flow,
book value and/or the price for which comparable businesses have recently been
sold). If our board is not able to independently determine that the target
business has a sufficient fair market value, we will obtain an opinion from an
unaffiliated, independent investment banking firm with respect to the
satisfaction of such criteria. Such an opinion would be included in the proxy
solicitation materials we will furnish to our stockholders in connection with
seeking stockholder approval of the proposed business combination. We will not
be required to obtain an opinion from an investment banking firm as to the fair
market value if our board of directors independently determines that the target
business complies with the 80% threshold.




3


Opportunity
for stockholder approval of business combination




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




In
connection with seeking stockholder approval of a business combination, we will
furnish our stockholders with proxy solicitation materials prepared in
accordance with the Securities Exchange Act of 1934, as amended, which, among
other matters, will include a description of the operations of the target
business and audited historical financial statements of the business. We will
provide stockholders with no less than the minimum amount of time required by
Delaware corporate law, our bylaws and federal requirements to vote on a
proposed transaction.




In
connection with the vote required for any business combination, all of our
founders, including all of our officers and directors, have agreed to vote the
shares each received prior to our IPO (“founders’ shares”) in accordance with
the vote of the holders of a majority of the shares of common stock purchased in
our IPO (“IPO shares,” and the holders of IPO shares, “public stockholders”).
This voting arrangement shall not apply to IPO shares purchased following our
IPO in the open market by any of our founders. Accordingly, they may vote these
shares on a proposed business combination any way they choose. We will proceed
with the business combination only if a majority of the shares of common stock
voted by the public stockholders are voted in favor of the business combination
and public stockholders owning less than 40% of the IPO shares both exercise
their conversion rights and vote against the business combination. A non-vote,
which is neither a vote in favor of, nor a vote against, a proposed transaction
will accordingly have no effect on the approval of a proposed
transaction.




Conversion
rights




At the
time we seek stockholder approval of any business combination, we will offer the
public stockholders (but not any of our founders to the extent they hold IPO
shares) the right to have such shares converted to cash if the stockholder votes
against the business combination and the business combination is approved and
completed. Notwithstanding the foregoing, a public stockholder, together with
any affiliate of his or any other person with whom he is acting in concert or as
a “group” (as defined in Section 13(d)(3) of the Securities Exchange Act of
1934, as amended) will be restricted from seeking conversion rights with respect
to more than 10% of the IPO shares. Such a public stockholder would still be
entitled to vote against a proposed business combination with respect to all
shares owned by him or his affiliates. We believe this restriction will prevent
stockholders from accumulating large blocks of stock before the vote held to
approve a proposed business combination and attempt to use the conversion right
as a means to force us or our management to purchase their stock at a
significant premium to the then current market price. By limiting a
stockholder’s ability to convert only 10% of the IPO shares, we believe we have
limited the ability of a small group of stockholders to unreasonably attempt to
block a transaction which is favored by our other public
stockholders.


4


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, 2008, the per-share conversion price would have been approximately
$7.84.




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




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




If a vote
on our initial business combination is held and the business combination is not
approved, we may continue to try to consummate a business combination with a
different target until November 30, 2009. If the initial business combination is
not approved or completed for any reason, then public stockholders voting
against our initial business combination who exercised their conversion rights
would not be entitled to convert their shares of common stock into a pro rata
share of the aggregate amount then on deposit in the trust account. In such
case, if we have required public stockholders to tender their certificates prior
to the meeting, we will promptly return such certificates to the tendering
public stockholder. Public stockholders would be entitled to receive their pro
rata share of the aggregate amount on deposit in the trust account only in the
event that the initial business combination they voted against was duly approved
and subsequently completed, or in connection with our
liquidation.


5


We will
not complete any business combination if public stockholders, owning 40% or more
of the IPO shares, both exercise their conversion rights and vote against the
business combination. Accordingly, it is our understanding and intention in
every case to structure and consummate a business combination in which public
stockholders owning 39.99% of the IPO shares may exercise their conversion
rights and the business combination will still go forward. We have set the
conversion percentage at 40% in order to reduce the likelihood that a small
group of investors holding a block of our stock will be able to prevent us from
completing a business combination that is otherwise approved by a large majority
of our public stockholders.




Liquidation
if no business combination




If we do
not complete a business combination by November 30, 2009, 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.




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 then held in the trust fund, the per-share liquidation price
as of December 31, 2008 would have been approximately $7.84. 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 personally agreed that if we liquidate prior to the
consummation of a business combination, they will be personally liable to pay
debts and obligations to target businesses or vendors or other entities that are
owed money by us for services rendered or contracted for or products sold to us
in excess of the net proceeds of our IPO not held in the trust account. We have
questioned such individuals on their financial net worth and reviewed their
financial information and believe they will be able to satisfy any
indemnification obligations that may arise.


6


Under the
Delaware General Corporation Law, stockholders may be held liable for claims by
third parties against a corporation to the extent of distributions received by
them in a dissolution. If the corporation complies with certain procedures set
forth in Section 280 of the Delaware General Corporation Law intended to ensure
that it makes reasonable provision for all claims against it, including a 60-day
notice period during which any third-party claims can be brought against the
corporation, a 90-day period during which the corporation may reject any claims
brought, and an additional 150-day waiting period before any liquidating
distributions are made to stockholders, any liability of stockholders with
respect to a liquidating distribution is limited to the lesser of such
stockholder’s pro rata share of the claim or the amount distributed to the
stockholder, and any liability of the stockholder would be barred after the
third anniversary of the dissolution. However, as stated above, it is our
intention to make liquidating distributions to our stockholders as soon as
reasonably possible after November 30, 2009 and, therefore, we do not intend to
comply with those procedures. As such, our stockholders could potentially be
liable for any claims to the extent of distributions received by them (but no
more) and any liability of our stockholders may extend well beyond the third
anniversary of such date. Because we will not be complying with Section 280,
Section 281(b) of the Delaware General Corporation Law requires us to adopt a
plan that will provide for our payment, based on facts known to us at such time,
of (i) all existing claims, (ii) all pending claims and (iii) all claims that
may be potentially brought against us within the subsequent 10 years.
Accordingly, we would be required to provide for any claims of creditors known
to us at that time or those that we believe could be potentially brought against
us within the subsequent 10 years prior to our distributing the funds in the
trust account to our public stockholders. Absent special circumstances, the
rights of creditors take priority over the rights of stockholders under Delaware
corporate law. However, because we are a blank check company, rather than an
operating company, and our operations are limited to searching for prospective
target businesses to acquire, the only likely claims to arise would be from our
vendors and service providers (such as accountants, lawyers, investment bankers,
etc.) and potential target businesses. As described above, pursuant to the
obligation contained in our underwriting agreement, we will seek to have all
vendors, service providers and prospective target businesses execute agreements
with us waiving any right, title, interest or claim of any kind they may have in
or to any monies held in the trust account. Nevertheless, there is no guarantee
that vendors, service providers and prospective target businesses will execute
such agreements. There is also no guarantee that, even if they execute such
agreements with us, they will not seek recourse against the trust account. A
court could also conclude that such agreements are not legally enforceable. As a
result, if we liquidate, the per-share distribution from the trust account could
be less than $7.84 due to claims or potential claims of creditors.




If we are
forced to file a bankruptcy case or an involuntary bankruptcy case is filed
against us which is not dismissed, any distributions received by stockholders
could be viewed under applicable debtor/creditor and/or bankruptcy laws as
either a “preferential transfer” or a “fraudulent conveyance.” As a result, a
bankruptcy court could seek to recover all amounts received by our stockholders.
Furthermore, because we intend to distribute the proceeds held in the trust
account to our public stockholders promptly after November 30, 2009, this may be
viewed or interpreted as giving preference to our public stockholders over any
potential creditors with respect to access to or distributions from our assets.
Furthermore, our board may be viewed as having breached their fiduciary duties
to our creditors and/or may have acted in bad faith, and thereby exposing itself
and our company to claims of punitive damages, by paying public stockholders
from the trust account prior to addressing the claims of creditors. We cannot
assure you that claims will not be brought against us for these
reasons.




Competition




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


7


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




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




·
            our
      outstanding warrants and options, and the future dilution they potentially
      represent.




Any of
these factors may place us at a competitive disadvantage in successfully
negotiating a business combination.




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




ITEM
      1A.
            RISK
      FACTORS.




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, accordingly, you
will not have any basis on which to evaluate our ability to achieve our business
objective.




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




If
we are unable to consummate a business combination, holders of IPO Shares will
be forced to wait until November 30, 2009 before receiving liquidation
distributions.




We have
until November 30, 2009 to complete a business combination. We have no
obligation to return funds to holders of IPO Shares prior to such date unless we
consummate a business combination prior thereto. Only after the expiration of
this full time period will holders of IPO Shares be entitled to liquidation
distributions if we are unable to complete a business combination. Accordingly,
investors’ funds may be unavailable to them until such date.


8


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 which have completed initial
public offerings 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.




Furthermore,
our obligation to seek stockholder approval of a business combination may delay
the consummation of a transaction. Additionally, our outstanding warrants, 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. If
we are unable to consummate a business combination with a target business within
the prescribed time periods, we will be forced to liquidate.




If
the funds available to us are insufficient to allow us to operate until November
30, 2009, we may be unable to complete a business combination.




We
believe that the funds available to us outside of the trust account, plus the
interest earned on the funds held in the trust account that is available to us,
will be sufficient to allow us to operate until November 30, 2009, assuming that
a business combination is not consummated during that time. However, we cannot
assure you that our estimates will be accurate. We could use a portion of the
funds available to us to pay fees to consultants to assist us with our search
for a target business. We could also use a portion of the funds as a down
payment or to fund a “no-shop” provision (a provision in letters of intent
designed to keep target businesses from “shopping around” for transactions with
other companies on terms more favorable to such target businesses) with respect
to a particular proposed business combination, although we do not have any
current intention to do so. If we entered into a letter of intent where we paid
for the right to receive exclusivity from a target business and were
subsequently required to forfeit such funds (whether as a result of our breach
or otherwise), we might not have sufficient funds to continue searching for, or
conduct due diligence with respect to, a target business.




A
decline in interest rates could limit the amount available to fund our search
for a target business or businesses and complete a business combination since we
will depend on interest earned on the trust account to fund our search, to pay
our tax obligations and to complete our initial business
combination.




We will
depend on sufficient interest being earned on the proceeds held in the trust
account to provide us with additional working capital we will need to identify
one or more target businesses and to complete our initial business combination,
as well as to pay any tax obligations that we may owe. While we are entitled to
have released to us for such purposes up to $1,000,000 of the interest earned on
the funds in the trust account, a substantial decline in interest rates may
result in our having insufficient funds available with which to structure,
negotiate or close an initial business combination. In such event, we would need
to borrow funds from our founders to operate or may be forced to liquidate. Our
founders are under no obligation to advance funds in such
circumstances.


9


If
third parties bring claims against us, the proceeds held in trust could be
reduced and the per-share liquidation price received by shareholders will be
less than $7.84 per share.




As of
December 31, 2008, the per-share liquidation price of the funds held in trust
was $7.84. Our placing of funds in trust may not protect those funds from third
party claims against us. Although we will seek to have all vendors and service
providers we engage and prospective target businesses we negotiate with, execute
agreements with us waiving any right, title, interest or claim of any kind in or
to any monies held in the trust account for the benefit of holders of IPO
Shares, there is no guarantee that they will execute such agreements. Nor is
there any guarantee that, even if such entities execute such agreements with us,
they will not seek recourse against the trust account. A court could also
conclude that such agreements are not legally enforceable. Accordingly, the
proceeds held in trust could be subject to claims which could take priority over
those of holders of IPO Shares. If we liquidate before the completion of a
business combination and distribute the proceeds held in trust to our public
stockholders, our officers and directors have jointly and severally agreed that
they will be personally liable to ensure that the proceeds in the trust account
are not reduced by the claims of target businesses or claims of vendors or other
entities that are owed money by us for services rendered or contracted for or
products sold to us. However, we cannot assure you that they will be able to
satisfy those obligations. Therefore, we cannot assure you that the per-share
distribution from the trust fund, if we liquidate, will not be less than $7.84,
plus interest then held in the trust fund, due to such claims.




Additionally,
if we are forced to file a bankruptcy case or an involuntary bankruptcy case is
filed against us which is not dismissed, the proceeds held in the trust account
could be subject to applicable bankruptcy law, and may be included in our
bankruptcy estate and subject to the claims of third parties with priority over
the claims of our stockholders. To the extent any such claims deplete the trust
account, we cannot assure you we will be able to return to holders of IPO Shares
at least $7.84 per share.




Our
stockholders may be held liable for claims by third parties against us to the
extent of distributions received by them.




Our
amended and restated certificate of incorporation provides that we will continue
in existence only until November 30, 2009. If we have not completed a business
combination by such date and amended this provision in connection thereto,
pursuant to the Delaware General Corporation Law, our corporate existence will
cease except for the purposes of winding up our affairs and liquidating. Under
Sections 280 through 282 of the Delaware General Corporation Law, stockholders
may be held liable for claims by third parties against a corporation to the
extent of distributions received by them in a dissolution. If the corporation
complies with certain procedures set forth in Section 280 of the Delaware
General Corporation Law intended to ensure that it makes reasonable provision
for all claims against it, including a 60-day notice period during which any
third-party claims can be brought against the corporation, a 90-day period
during which the corporation may reject any claims brought, and an additional
150-day waiting period before any liquidating distributions are made to
stockholders, any liability of stockholders with respect to a liquidating
distribution is limited to the lesser of such stockholder’s pro rata share of
the claim or the amount distributed to the stockholder, and any liability of the
stockholder would be barred after the third anniversary of the dissolution.
However, it is our intention to make liquidating distributions to our
stockholders as soon as reasonably possible after November 30, 2009 and,
therefore, we do not intend to comply with those procedures. Because we will not
be complying with those procedures, we are required, pursuant to Section 281 of
the Delaware General Corporation Law, to adopt a plan that will provide for our
payment, based on facts known to us at such time, of (i) all existing claims,
(ii) all pending claims and (iii) all claims that may be potentially brought
against us within the subsequent 10 years. Accordingly, we would be required to
provide for any creditors known to us at that time or those that we believe
could be potentially brought against us within the subsequent 10 years prior to
distributing the funds held in the trust to stockholders. We cannot assure you
that we will properly assess all claims that may be potentially brought against
us. As such, our stockholders could potentially be liable for any claims to the
extent of distributions received by them (but no more) and any liability of our
stockholders may extend well beyond the third anniversary of the date of
distribution. Accordingly, we cannot assure you that third parties will not seek
to recover from our stockholders amounts owed to them by us.


10


If
we are forced to file a bankruptcy case or an involuntary bankruptcy case is
filed against us which is not dismissed, a trustee in bankruptcy could seek to
recover all amounts received by our stockholders.




If we are
forced to file a bankruptcy case or an involuntary bankruptcy case is filed
against us which is not dismissed, any distributions received by stockholders
could be viewed under applicable debtor/creditor and/or bankruptcy laws as
either a “preferential transfer” or a “fraudulent conveyance.” As a result, a
bankruptcy court could seek to recover all amounts received by our stockholders.
Furthermore, because we intend to distribute the proceeds held in the trust
account to our public stockholders promptly after November 30, 2009, this may be
viewed or interpreted as giving preference to our public stockholders over any
potential creditors with respect to access to or distributions from our assets.
Furthermore, our board may be viewed as having breached their fiduciary duties
to our creditors and/or may have acted in bad faith, and thereby exposing itself
and our company to claims of punitive damages, by paying public stockholders
from the trust account prior to addressing the claims of creditors. We cannot
assure you that claims will not be brought against us for these
reasons.




An
effective registration statement may not be in place when an investor desires to
exercise warrants, thus precluding such investor from being able to exercise
his, her or its warrants and causing such warrants to be practically
worthless.




No public
warrant will be exercisable and we will not be obligated to issue shares of
common stock unless at the time such holder seeks to exercise such warrant, a
prospectus relating to the common stock issuable upon exercise of the warrant is
current and effective. Under the terms of the warrant agreement, we have agreed
to use our best efforts to meet these conditions and to maintain a current and
effective prospectus relating to the common stock issuable upon exercise of the
warrants until the expiration of the warrants. However, we cannot assure you
that we will be able to do so, and if we do not maintain a current and effective
prospectus related to the common stock issuable upon exercise of the warrants,
holders will be unable to exercise their warrants and we will not be required to
settle any such warrant exercise. If the prospectus relating to the common stock
issuable upon the exercise of the warrants is not current and effective, the
warrants held by public stockholders may have no value, the market for such
warrants may be limited and such warrants may expire worthless. Notwithstanding
the foregoing, the insider warrants may be exercisable for unregistered shares
of common stock even if the prospectus relating to the common stock issuable
upon exercise of the warrants is not current and effective.




11


An
investor will only be able to exercise a warrant if the issuance of common stock
upon such exercise has been registered or qualified or is deemed exempt under
the securities laws of the state of residence of the holder of the warrants,
thereby potentially limiting the value of the warrants.




No public
warrants will be exercisable and we will not be obligated to issue shares of
common stock unless the common stock issuable upon such exercise has been
registered or qualified or deemed to be exempt under the securities laws of the
state of residence of the holder of the warrants. At the time that the warrants
become exercisable (following our completion of a business combination), we
expect to become listed on a national securities exchange, which would provide
an exemption from registration in every state. Accordingly, we believe holders
in every state will be able to exercise their warrants as long as our prospectus
relating to the common stock issuable upon exercise of the warrants is current.
However, we cannot assure you of this fact. As a result, the public warrants may
be deprived of any value, the market for such warrants may be limited and the
holders of such warrants may not be able to exercise their warrants if the
common stock issuable upon such exercise is not qualified or exempt from
qualification in the jurisdictions in which the holders of such warrants
reside.




Since
we have not yet selected a particular industry or target business with which to
complete a business combination, we are unable to currently ascertain the merits
or risks of the industry or business in which we may ultimately
operate.




We may
consummate a business combination with a company in any industry we choose and
are not limited to any particular industry or type of business. Accordingly,
there is no current basis for you to evaluate the possible merits or risks of
the particular industry in which we may ultimately operate or the target
business which we may ultimately acquire. 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. If we complete a business combination with an entity in an
industry characterized by a high level of risk, we may be affected by the
currently unascertainable risks of that industry. 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. As a result, our business following a business
combination may be harmed and our stock price may be adversely affected. We also
cannot assure you that an investment in our securities will not ultimately prove
to be less favorable to investors than a direct investment, if an opportunity
were available, in a target business.




We
may issue shares or debt securities to complete a business combination, which
would reduce the equity interest of our shareholders and likely cause a change
in control of our ownership.




Our
amended and restated certificate of incorporation authorizes the issuance of up
to 20,000,000 shares of common stock, par value $.0001 per share, and 1,000,000
shares of preferred stock, par value $.0001 per share. There are currently
3,265,750 authorized but unissued shares of our common stock available for
issuance (after appropriate reservation for the issuance of the shares upon full
exercise of our outstanding warrants and the unit purchase option granted to
EarlyBirdCapital, the representative of the underwriters) and all of the
1,000,000 shares of preferred stock available for issuance. Although we have no
commitment at this time, we are likely to issue a substantial number of
additional shares of our common 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:


12


·
            may
      significantly reduce the equity interest of current
    investors;




·
            may
      subordinate the rights of holders of common stock if we issue preferred
      stock with rights senior to those afforded to our common
      stock;




·
            may
      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 could result in the
      resignation or removal of our present officers and directors;
      and




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




We
may issue debt securities to complete a business combination, which could have a
negative effect on our cash position.




If we
issue debt securities, it could result in:




·
            default
      and foreclosure on our assets if our operating revenues after a business
      combination are insufficient to repay our debt
  obligations;




·
            acceleration
      of our obligations to repay the indebtedness even if we make all principal
      and interest payments when due if we breach certain covenants that require
      the maintenance of certain financial ratios or reserves without a waiver
      or renegotiation of that covenant;




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




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




Our
ability to successfully effect a business combination and to be successful
thereafter will be totally dependent upon the efforts of our key personnel, some
of whom may join us following a business combination.




Our
ability to successfully effect a business combination is dependent upon the
efforts of our key personnel, such as Barry J. Gordon, Marc H. Klee and Alan J.
Loewenstein. The role of our key personnel in the target business, however,
cannot presently be ascertained. Although our key personnel may remain with the
target business in senior management or advisory positions following a business
combination, it is likely that some or all of the management of the target
business will remain in place. While we intend to closely scrutinize any
individuals we engage after a business combination, we cannot assure you that
our assessment of these individuals 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.


13


Our
key personnel may negotiate employment or consulting agreements with a target
business in connection with a particular business combination. These agreements
may provide for them to receive compensation following a business combination
and as a result, may cause them to have conflicts of interest in determining
whether a particular business combination is the most advantageous to
us.




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. Such negotiations would
take place simultaneously with the negotiation of the business combination and
could provide for such individuals to receive compensation in the form of cash
payments and/or our securities for services they would render to the company
after the consummation of the business combination. The personal and financial
interests of such individuals may influence their motivation in identifying and
selecting a target business.




Our
officers and directors will 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 conflict of interest 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 could create a conflict of interest when allocating their time
between our operations and their other commitments. 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 devote any specific number of hours to our affairs. If our
officers’ and directors’ 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. We cannot assure you that these conflicts
will be resolved in our favor. As a result, a potential target business may be
presented to another entity prior to its presentation to us and we may not have
an opportunity to review a potential transaction.




Our
officers and directors may 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 to which entity a particular business
opportunity should be presented.




Our
officers and directors may become involved with blank check companies similar to
our company. Additionally, our officers and directors may become aware of
business opportunities which may be appropriate for presentation to us and the
other entities to which they owe fiduciary duties. Accordingly, they may have
conflicts of interest in determining to which entity time should be allocated or
a particular business opportunity should be presented. We cannot assure you that
these conflicts will be resolved in our favor. As a result, a potential target
business may be presented to another entity prior to its presentation to us and
we may not have an opportunity to review a potential
transaction.


14


All
of our officers and directors own founders’ shares and insider warrants. These
securities will not participate in liquidation distributions. Therefore, our
officers and directors may present a particular target business to us that
otherwise would not be attractive so as to avoid having their securities become
worthless.




All of
our officers and directors own founders’ shares and insider warrants. Such
individuals have waived their right to receive distributions with respect to
their founders’ shares upon our liquidation if we are unable to consummate a
business combination. Accordingly, the founders’ shares, as well as the insider
warrants, 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 timely identifying and selecting a target business and
completing a business combination. 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.




If
our common stock becomes subject to the SEC’s penny stock rules, broker-dealers
may experience difficulty in completing customer transactions and trading
activity in our securities may be adversely affected.




If at any
time we have net tangible assets of $5,000,000 or less and our common stock has
a market price per share of less than $5.00, transactions in our common stock
may be subject to the “penny stock” rules promulgated under the Securities
Exchange Act of 1934. Under these rules, broker-dealers who recommend such
securities to persons other than institutional accredited investors
must:




·
            make
      a special written suitability determination for the
    purchaser;




·
            receive
      the purchaser’s written agreement to the transaction prior to
      sale;




·
            provide
      the purchaser with risk disclosure documents which identify certain risks
      associated with investing in “penny stocks” and which describe the market
      for these “penny stocks” as well as a purchaser’s legal remedies;
      and




·
            obtain
      a signed and dated acknowledgment from the purchaser demonstrating that
      the purchaser has actually received the required risk disclosure document
      before a transaction in a “penny stock” can be
  completed.




If our
common stock becomes subject to these rules, broker-dealers may find it
difficult to effectuate customer transactions and trading activity in our
securities may be adversely affected. As a result, the market price of our
securities may be depressed, and you may find it more difficult to sell our
securities.




We
may only be able to complete one business combination with the proceeds of our
IPO, which will cause us to be solely dependent on a single business which may
have a limited number of products or services. As a result, we would not be able
to reduce the risks of operating in a single industry which could cause our
results of operations to be negatively impacted.




Our
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, although this may
entail the simultaneous acquisitions of several operating businesses at the same
time. By consummating a business combination with only a single entity, our lack
of diversification may subject us to numerous economic, competitive and
regulatory developments. Further, we would 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. Accordingly, the prospects for our success may be:


15


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




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




This lack
of diversification may subject us to numerous economic, competitive and
regulatory developments, any or all of which may have a substantial adverse
impact upon the particular industry in which we may operate subsequent to a
business combination.




If
we determine to simultaneously acquire several businesses, we will need the
acquisitions to be consummated at the same time, thereby making it more
difficult for us to consummate a business combination.




If we
determine to simultaneously acquire several businesses and such businesses are
owned by different sellers, we will need for each of such sellers to agree that
our purchase of its business is contingent on the simultaneous closings of the
other business combinations, which may make it more difficult for us, and delay
our ability, to complete the business combination. With multiple business
combinations, we could also face additional risks, including additional burdens
and costs with respect to possible multiple negotiations and due diligence
investigations (if there are multiple sellers) and the additional risks
associated with the subsequent integration of the operations and services or
products of the acquired companies in a single operating business. If we are
unable to adequately address these risks, it could negatively impact our
profitability and results of operations.




We
may proceed with a business combination even if public stockholders owning
2,541,199 of the IPO shares exercise their conversion rights.




We may
proceed with a business combination as long as public stockholders owning less
than 40% of the IPO Shares exercise their conversion rights. Accordingly, public
stockholders holding up to 2,541,199 IPO Shares may exercise their conversion
rights and we could still consummate a proposed business combination. We have
set the conversion percentage to 40% in order to reduce the likelihood that a
small group of investors holding a block of our stock will be able to prevent us
from completing a business combination that may otherwise be approved by a large
majority of our public stockholders.




If
we are unable to arrange any necessary third party financing, we may not be able
to consummate a business combination.




Our
business combination may require us to use substantially all of our cash to pay
the purchase price. In such a case, because we will not know how many
stockholders may exercise such conversion rights, 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.
Additionally, even if our business combination does not require us to use
substantially all of our cash to pay the purchase price, if a significant number
of stockholders exercise their conversion rights, we will have less cash
available to use in furthering our business plans following a business
combination and may need to arrange third party financing. We have not taken any
steps to secure third party financing for either situation. The current global
credit crisis is making it difficult, if not impossible, for companies to obtain
financing for acquisitions and operational growth. There is no indication when
this credit crisis will abate. Accordingly, we cannot assure you that we will be
able to obtain such third party financing on terms favorable to us or at
all.


16


The
ability of our shareholders to exercise their conversion rights may not allow us
to effectuate the most desirable business combination or optimize our capital
structure.




When we
seek shareholder approval of any business combination, we will offer each holder
of the IPO Shares (but not our founders) the right to have his, her or its IPO
Shares converted to cash if the shareholder 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. Since we have no specific business combination under consideration,
we have not taken any steps to secure third party financing. 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.




We
may require stockholders who wish to convert their shares in connection with a
proposed business combination to comply with specific requirements for
conversion that may make it more difficult for them to exercise their conversion
rights prior to the deadline for exercising their rights.




We may
require public stockholders who wish to convert their shares in connection with
a proposed business combination to either tender their certificates to our
transfer agent at any time prior to the vote taken at the stockholder meeting
relating to such business combination or to deliver their shares to the transfer
agent electronically using the Depository Trust Company’s DWAC
(Deposit/Withdrawal At Custodian) System. In order to obtain a physical stock
certificate, a stockholder’s broker and/or clearing broker, DTC and our transfer
agent will need to act to facilitate this request. It is our understanding that
stockholders should generally allot at least two weeks to obtain physical
certificates from the transfer agent. However, because we do not have any
control over this process or over the brokers or DTC, it may take significantly
longer than two weeks to obtain a physical stock certificate. While we have been
advised that it takes a short time to deliver shares through the DWAC System, we
cannot assure you of this fact. Accordingly, if it takes longer than we
anticipate for stockholders to deliver their shares, stockholders who wish to
convert may be unable to meet the deadline for exercising their conversion
rights and thus may be unable to convert their shares.


17


Public
stockholders, together with any affiliates of theirs or any other person with
whom they are acting in concert or as a ‘‘group’’ with, will be restricted from
seeking conversion rights with respect to more than 10% of the IPO
shares.




When we
seek stockholder approval of any business combination, we will offer each public
stockholder (but not our founders to the extent the hold IPO shares) 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. Notwithstanding the foregoing, a public stockholder,
together with any affiliate of his or any other person with whom he is acting in
concert or as a “group” will be restricted from seeking conversion rights with
respect to more than 10% of the IPO shares. Accordingly, if you purchased more
than 10% of the IPO shares and a proposed business combination is approved, you
will not be able to seek conversion rights with respect to the full amount of
your shares and may be forced to hold such additional shares or sell them in the
open market. We cannot assure you that the value of such additional shares will
appreciate over time following a business combination or that the market price
of the common stock will exceed the per-share conversion price.




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 entities other than blank check companies
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 with the net
proceeds of the IPO, our ability to compete in acquiring certain sizable target
businesses will be limited by our available financial resources. This inherent
competitive limitation gives others an advantage in pursuing the acquisition of
certain target businesses. Furthermore, the obligation we have to seek
shareholder approval of a business combination may delay the consummation of a
transaction. Additionally, our outstanding warrants, 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. Furthermore, our negotiating
position with any potential target may be harmed as we approach the deadline for
the consummation of a business combination as such target business will know
that our deadline cannot be extended. Additionally, because of our structure,
there may be fewer attractive target businesses available to acquire or
privately held target businesses may not be inclined to enter into a transaction
with a publicly held blank check company like us.




Our
founders, including our officers and directors, control a substantial interest
in us and thus may influence certain actions requiring a shareholder
vote.




Our
founders (including all of our officers and directors) collectively own 20% of
our issued and outstanding shares of common stock (not including any shares of
common stock issuable upon exercise of the insider warrants). None of our
founders or their affiliates has indicated any intention to purchase any
additional units or shares of common stock from persons in the open market or in
private transactions. However, if a significant number of stockholders vote, or
indicate an intention to vote, against a proposed business combination, our
founders or their affiliates could make such purchases in the open market or in
private transactions in order to influence the vote.




Our board
of directors is and will be 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
until at least 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
founders, because of their ownership position, will have considerable influence
regarding the outcome. Accordingly, our founders will continue to exert control
at least until the consummation of a business combination.


18


Our
outstanding warrants and option may have an adverse effect on the market price
of our common stock and make it more difficult to effect a business
combination.




We issued
warrants to purchase 6,353,000 shares of common stock as part of the units sold
in our IPO (including the over-allotment option) and insider warrants to
purchase 1,600,000 shares of common stock. We also issued an option to purchase
420,000 units to the representative of the underwriters which, if exercised,
will result in the issuance of an additional 420,000 shares of common stock and
420,000 warrants to purchase shares of common stock. To the extent we issue
shares of common stock to effect a business combination, the potential for the
issuance of a substantial number of additional shares of common stock upon
exercise of these warrants and option could make us a less attractive
acquisition vehicle in the eyes of a target business. Such securities, when
exercised, will increase the number of issued and outstanding shares of common
stock and reduce the value of the shares issued to complete the business
combination. Accordingly, our warrants and option may make it more difficult to
effectuate a business combination or increase the cost of acquiring the target
business. Additionally, the sale, or even the possibility of sale, of the shares
underlying the warrants and option could have an adverse effect on the market
price for our securities or on our ability to obtain future financing. If and to
the extent these warrants and option are exercised, you may experience dilution
to your holdings.




Our
management’s ability to require holders of our warrants to exercise such
warrants on a cashless basis, if exercised, would cause holders to receive fewer
shares of common stock upon their exercise of the warrants than they would have
received had they been able to exercise their warrants for cash.




If we
call our warrants for redemption after the redemption criteria (described in the
prospectus for our IPO) have been satisfied, our management will have the option
to require any holder that wishes to exercise his warrant to do so on a
“cashless basis.” If our management chooses to require holders to exercise their
warrants on a cashless basis, the number of shares of common stock received by a
holder upon exercise will be fewer than it would have been had such holder
exercised his warrant for cash. This will have the effect of reducing the
potential “upside” of the holder’s investment in our company.




If
our founders or the purchasers of the insider units exercise their registration
rights with respect to their founder shares or insider warrants and underlying
securities, it may have an adverse effect on the market price of our shares of
common stock and warrants 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 founders’
shares at any time commencing three months prior to the date on which their
shares are released from escrow. Additionally, the purchasers of the insider
warrants are entitled to demand that we register the resale of these securities
(and the underlying securities) at any time after we consummate a business
combination. If such individuals exercise their registration rights with respect
to all of their securities, then there will be an additional 1,588,250 shares of
common stock and 1,600,000 warrants (plus an additional 1,600,000 shares of
common stock underlying such warrants) eligible for trading in the public
market. The presence of these additional securities 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 acquiring the target business, as
the shareholders of the target business may be discouraged from entering into a
business combination with us or will request a higher price for their securities
because of the potential effect the exercise of such rights may have on the
trading market for our common stock.


19


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.




A company
that, among other things, is or holds itself out as being engaged primarily, or
proposes to engage primarily, in the business of investing, reinvesting, owning,
trading or holding certain types of securities would be deemed an investment
company under the Investment Company Act of 1940. Since we invested the proceeds
held in the trust fund, it is possible that we could be deemed an investment
company. Notwithstanding the foregoing, 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 be invested by the trustee only in
United States “government securities” within the meaning of Section 2(a)(16) of
the Investment Company Act of 1940 having a maturity of 180 days or less or in
money market funds meeting certain conditions under Rule 2a-7 promulgated under
the Investment Company Act of 1940. 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 are
nevertheless 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:




·
            restrictions
      on the nature of our investments;
and




·
            restrictions
      on the issuance of securities.




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




·
            registration
      as an investment company;




·
            adoption
      of a specific form of corporate structure;
and




·
            reporting,
      record keeping, voting, proxy, compliance policies and procedures and
      disclosure requirements and other rules and
  regulations.




Compliance
with these additional regulatory burdens would require additional expense for
which we have not allotted.




ITEM
      1B.
            UNRESOLVED
      STAFF COMMENTS.




Not
applicable.


20


ITEM
      2.
            PROPERTIES.




We maintain our principal executive offices at 175
Great Neck Road, Suite 204, Great Neck, New York 11201-3313. The cost for this
space is included in the $8,000 per-month fee American Fund Advisors, Inc.
(“American Fund Advisors”), an affiliate of our officers, charges us for general
and administrative services. We believe, based on rents and fees for similar
services in the 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 party. We consider our current office space, combined with the
other office space otherwise available to our executive officers, adequate for
our current operations.




ITEM
      3.
            LEGAL
      PROCEEDINGS.




None.




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




No matter
was submitted to a vote of our security holders during the fourth quarter of the
fiscal year ended December 31, 2008.


21


PART
II
  ITEM
      5.
              MARKET
      FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF
      EQUITY SECURITIES.
  Market
Information
  Our
units, common stock and warrants trade on the OTC Bulletin Board under the
symbols NSAQU, NSAQ and NASQW, respectively. The following table sets forth the
range of high and low closing bid prices for the units, ordinary shares and
warrants for the periods indicated since the units commenced public trading on
December 7, 2007, and since the common stock and warrants commenced public
trading on December 13, 2007. 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.
  Units
                      
                      
                      Common Stock
                      
                      
                      WarrantsHigh
                      
                      
                      Low
                      
                      
                      High
                      
                      
                      Low
                      
                      
                      High
                      
                      
                      Low2009:First
      Quarter*
                      
                      
                      7.40
                      
                      
                      
                      7.00
                      
                      
                      
                      7.50
                      
                      
                      
                      7.14
                      
                      
                      
                      0.05
                      
                      
                      
                      0.032008:Fourth
      Quarter
                      
                      
                      7.40
                      
                      
                      
                      6.90
                      
                      
                      
                      7.22
                      
                      
                      
                      6.56
                      
                      
                      
                      0.30
                      
                      
                      
                      0.05Third
      Quarter
                      
                      
                      7.80
                      
                      
                      
                      7.40
                      
                      
                      
                      7.42
                      
                      
                      
                      7.16
                      
                      
                      
                      0.52
                      
                      
                      
                      0.25Second
      Quarter
                      
                      
                      7.74
                      
                      
                      
                      7.35
                      
                      
                      
                      7.35
                      
                      
                      
                      7.06
                      
                      
                      
                      0.50
                      
                      
                      
                      0.35First
      Quarter
                      
                      
                      7.89
                      
                      
                      
                      7.55
                      
                      
                      
                      7.10
                      
                      
                      
                      6.98
                      
                      
                      
                      0.86
                      
                      
                      
                      0.462007:Fourth
      Quarter
                      
                      
                      7.90
                      
                      
                      
                      7.80
                      
                      
                      
                      7.15
                      
                      
                      
                      7.02
                      
                      
                      
                      0.90
                      
                      
                      
                      0.75
 
 * Through
March 10, 2009.
  Holders
  As of
March 10, 2009, there was 1
holder of record of our units, 7
holders of record of our common stock and 7
holders of record of our warrants.
  Dividends
  We have
not paid any cash dividends on our common stock to date and do not intend to pay
cash dividends prior to the completion of a business combination. The payment of
cash dividends in the future will be contingent upon our revenues and earnings,
if any, capital requirements and general financial condition subsequent to
completion of a business combination. The payment of any dividends subsequent to
a business combination will be within the discretion of our then board of
directors. It is the present intention of our board of directors to retain all
earnings, if any, for use in our business operations and, accordingly, our board
does not anticipate declaring any dividends in the foreseeable
future.
  Recent
Sales of Unregistered Securities and Use of Proceeds
  In June
2007, we sold the following shares of common stock without registration under
the Securities Act of 1933, as amended:
  Stockholders
                            
                            Number of SharesBarry
      J. Gordon
                            
                            369,000Marc
      H. Klee
                            
                            287,000Robert
      Sroka
                            
                            162,500Arthur
      H. Goldberg
                            
                            162,500
  22
  Stockholders
                      
                      Number of SharesHarvey
      Granat
                      
                      162,500Alan
      J. Loewenstein
                      
                      106,500
  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 accredited investors. The shares issued to the individuals above were
sold at a purchase price of approximately $0.02 per share (an aggregate of
$25,000).
  Effective
September 18, 2007 and November 30, 2007, our board of directors authorized a
stock dividend of 0.38 and 0.05 shares of common stock, respectively, for each
outstanding share of common stock, effectively lowering the purchase price to
approximately $0.01 per share. In January 2008, because only a portion of the
underwriters’ over-allotment option from our IPO was exercised, an aggregate of
223,000 founders’ shares were canceled to maintain our founders’ aggregate
ownership in our common stock at 20%.
  Simultaneously
with the consummation of the IPO, we consummated the private sale of 1,600,000
insider warrants at a price of $1.00 per insider warrant, generating total
proceeds of $1,600,000. Each insider warrant entitles the holder to purchase one
share of common stock at an exercise price of $5.00 per share, commencing six
months after our completion of a business combination and expiring on November
29, 2012. The insider warrants were purchased by Barry J. Gordon, Marc H. Klee,
Alan J. Loewenstein, Robert Sroka, Arthur H. Goldberg and Harvey
Granat.
  Initial
Public Offering
  On
December 7, 2007, we closed our IPO of 6,300,000 units with each unit consisting
of one share of common stock and one warrant, each to purchase one share of
common stock at an exercise price of $5.00 per share. On January 24, 2008, we
consummated the closing of an additional 53,000 units which were subject to the
over-allotment option. The units from the IPO (including the over-allotment
option) were sold at an offering price of $8.00 per unit, generating total gross
proceeds of $50,824,000. EarlyBirdCapital, Inc. acted as representative of the
underwriters. The securities sold in the IPO were registered under the
Securities Act of 1933 on a registration statement on Form S-1 (No. 333-145278).
The Securities and Exchange Commission declared the registration statement
effective on November 30, 2007.
  We paid a
total of $2,525,614 in underwriting discounts and commissions (after deferring
$1,512,000) and for costs and expenses related to the offering. After deducting
the underwriting discounts and commissions and the offering expenses, the total
net proceeds to us from the offering were $48,283,546, of which $48,093,160 was
deposited into the trust account and the remaining proceeds of $190,386 became
available to be used to provide for business, legal and accounting due diligence
on prospective business combinations and continuing general and administrative
expenses. In addition, all of the proceeds from the private sale of the units
and warrants were deposited into the trust fund, for a total of $49,693,160
initially held in trust. The net proceeds deposited into the trust account
remain on deposit in the trust account and, through December 31, 2008, have
earned $140,630 in interest that has not been released to us, for a total of
$49,833,790 (or approximately $7.84 per share sold in the offering) held in
trust. We have used all of the net proceeds that were not deposited into the
trust fund to pay general and administrative expenses, and have drawn $423,546
of interest income to pay our tax obligations and $326,454 of the $1,000,000 of
interest income available to us to fund our working capital
requirements.
  23
  ITEM
      6.
              SELECTED
      FINANCIAL DATA.
  Not
applicable.
  ITEM
      7.
              MANAGEMENT’S
      DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
      OPERATIONS.
  The
following discussion should be read in conjunction with the Company’s
Consolidated Financial Statements and footnotes thereto contained in this
report.
  Forward
Looking Statements
  The
statements discussed in this Report include forward looking statements that
involve risks and uncertainties detailed from time to time in the Company’s
reports filed with the Securities and Exchange Commission.
  Plan
of Operations
  We are a
blank check company organized under the laws of the State of Delaware on June
26, 2007. We were formed to with the purpose of effecting a merger, capital
stock exchange, asset acquisition or other similar business combination with an
operating business. Our efforts in identifying a prospective target business
will not be limited to a particular industry.
  For the
fiscal year ended December 31, 2008, we had net income of $94,088 derived from
interest income of $768,505, offset by $383,146 of general, selling and
administrative expenses and $291,271 of provisions for income
tax.  Included in the expenses were professional fees, due diligence
expenditures related to investigating potential business combination partners
and a monthly fee for general and administrative services provided to
us.
  For the
period from June 26, 2007 (inception) to December 31, 2007, we had net income of
$24,866 derived from interest income of $128,895, offset by $67,029 for travel
and other expenses.
  We
consummated our initial public offering of 6,300,000 units on December 7, 2007.
Simultaneously, our founders purchased 1,600,000 insider warrants for $1.00 per
warrant. On January 24, 2008, we consummated the sale of an additional 53,000
units that were subject to our underwriter’s over-allotment option. Gross
proceeds from our IPO (including from our private placement of the insider
warrants) were $52,424,000. We paid a total of $2,540,454 in underwriting
discounts and commissions (after deferring $1,512,000) and for costs and
expenses related to the offering. After deducting the underwriting discounts and
commissions and the offering expenses, the total net proceeds to us from the
offering were approximately $48,283,546, of which $48,093,160 was deposited into
the trust account. In addition, all of the proceeds from the private sale of the
units and warrants were deposited into the trust fund, for a total of
$49,693,160 initially held in trust. The remaining proceeds of $190,386
became available to be used by us to provide for business, legal and accounting
due diligence on prospective acquisitions, tax payments and continuing general
and administrative expenses. In addition, we are also able to have released to
us interest income on the proceeds held in the trust fund (i) up to $1,000,000
to fund our working capital requirements and (ii) any amounts necessary to pay
our tax obligations. Through December 31, 2008, we have used all of the net
proceeds that were not deposited into the trust fund to pay general and
administrative expenses, and we have had released to us interest income in the
amount of $423,546 and $326,454 for our tax obligations and working capital,
respectively. The net proceeds of $49,693,160 deposited into the trust account
remain in the trust account and, through December 31, 2008, have earned $140,630
in interest that has not been released to us as described above, for a total of
$49,833,790 (or approximately $7.84 per share sold in the offering) held in
trust.
  24
  We intend
to use substantially all of the net proceeds of the IPO to acquire a target
business, including identifying and evaluating prospective acquisition
candidates, selecting the target business, and structuring, negotiating and
consummating the business combination. To the extent that our capital stock is
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 net proceeds not expended
will be used to finance the operations of the target business.
  We
believe we will have sufficient available funds outside of the trust fund to
operate through November 30, 2009, assuming that a business combination is not
consummated during that time. As indicated above, there can be released to us,
from time to time, interest earned on the funds held in the trust account, up to
an aggregate of $1,000,000, to fund expenses related to investigating and
selecting a target business, as well as any amounts necessary to pay our tax
obligations. We do not believe we will need to raise additional funds following
the IPO in order to meet the expenditures required for operating our business.
However, we may need to raise additional funds through a private offering of
debt or equity securities if such funds are required to consummate a business
combination that is presented to us, although we have not entered into any such
arrangement and have no current intention of doing so.
  Commencing
on November 30, 2007 and ending upon the acquisition of a target business or our
liquidation, we began incurring a fee from American Fund Advisors, an affiliate
of Barry J. Gordon, Marc H. Klee and Alan J. Loewenstein, a monthly fee of
$8,000 for general and administrative services, or an aggregate of $104,000
through December 31, 2008. Additionally, Barry J. Gordon and Arthur H. Goldberg
advanced an aggregate of $100,000 to us, on a non-interest bearing basis, for
payment of offering expenses on our behalf. This loan was repaid following our
initial public offering from the proceeds of the offering.
  Off-Balance
Sheet Arrangements
  Options
and warrants issued in conjunction with our IPO 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 Note 2 to
the financial statements for more information.
  ITEM
      7A.
              QUANTITATIVE
      AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK.
  Not
applicable.
  ITEM
      8.
              FINANCIAL
      STATEMENTS AND SUPPLEMENTARY DATA.
  This
information appears following Item 15 of this Report and is incorporated herein
by reference.
  ITEM
      9.
              CHANGES
      IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
      DISCLOSURE.
  None.
  25
  ITEM
      9A(T).
              CONTROLS
      AND PROCEDURES.
  We have
established disclosure controls and procedures to ensure that material
information relating to us is made known to the officers who certify our
financial reports and to other members of senior management and the board of
directors.
  Based on
his evaluation as of December 31, 2008, our principal executive officer and our
principal financial officer have concluded that our disclosure controls and
procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities
Exchange Act of 1934) are effective.
  Limitations
on the effectiveness of controls
  A control
system, no matter how well conceived and operated, can provide only reasonable,
not absolute, assurance that the objectives of the control system are met.
Because of the inherent limitations in all control systems, no evaluation of
controls can provide absolute assurance that all control issues and instances of
fraud, if any, within a company have been detected. Our disclosure controls and
procedures are designed to provide reasonable assurance of achieving its
objectives. Our Principal Executive and Principal Financial and Accounting
Officer concluded that our disclosure controls and procedures are effective at
that reasonable assurance level.
  Management's
Report on Internal Control Over Financial Reporting
  Our
management is responsible for establishing and maintaining adequate internal
control over financial reporting as such term is defined in Exchange Act Rule
13a-15(f). 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 the 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 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 the Board 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.
  An
internal control system over financial reporting has inherent limitations and
may not prevent or detect misstatements. Therefore, even those systems
determined to be effective can provide only reasonable assurance with respect to
financial statement preparation and presentation. Also, projections of any
evaluation of effectiveness to future periods are subject to the risk that
controls may become inadequate because of changes in conditions, or that the
degree of compliance with the policies or procedures may deteriorate. However,
these inherent limitations are known features of the financial reporting
process. Therefore, it is possible to design into the process safeguards to
reduce, though not eliminate, this risk.
  Under the
supervision and with the participation of our management, including our Chief
Executive Officer and Chief Financial Officer, we conducted an evaluation of the
effectiveness of our internal control over financial reporting.  Procedures
which are followed by us include a requirement for two signatures on all checks,
and two independent calculations of cash in Trust and other
accounts.   Based on our evaluation under the criteria
established by this framework, our management concluded that our internal
control over financial reporting was effective as of December 31,
2008.
  26
  This
annual report does not include an attestation report of our registered public
accounting firm regarding internal control over financial reporting.
Management’s report was not subject to attestation by our registered public
accounting firm pursuant to temporary rules of the Securities and Exchange
Commission that permit us to provide only management’s report in this annual
report.
  Changes
in Internal Control Over Financial Reporting
  For the
three month period ending December 31, 2008, 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
      9B.
              OTHER
      INFORMATION.
  None.
  27
  PART
III
  ITEM
      10.
              DIRECTORS,
      EXECUTIVE OFFICERS AND CORPORATE
GOVERNANCE.
  Directors
and Executive Officers
  Our
current directors and executive officers are as follows:
  Name
                
                Age
                
                PositionBarry
      J. Gordon
                
                63
                
                Chairman
      of the Board and Chief Executive OfficerMarc
      H. Klee
                
                54
                
                President,
      Chief Financial Officer, Secretary and DirectorAlan
      J. Loewenstein
                
                52
                
                Vice
      PresidentRobert
      Sroka
                
                59
                
                DirectorArthur
      H. Goldberg
                
                66
                
                Director
  Barry J.
Gordon has been our chairman of the board and chief executive officer
since our inception. Mr. Gordon has been the chairman of the board of Avantair,
Inc. (“Avantair,” formerly known as Ardent Acquisition Corporation) since its
inception. Ardent Acquisition Corporation was 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. In February
2007, Ardent Acquisition Corporation acquired Avantair. Avantair is engaged in
the sale and management of fractional ownerships of professionally piloted
aircraft for personal and business use. Mr. Gordon served as executive vice
president of American Fund Advisors 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 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 was also
chairman of the board and chief executive officer of the New Jersey Cardinals, a
Class A affiliate of the St. Louis Cardinals, from February 1990 until April
2006 and the Norwich Navigators, a Class AA affiliate of the San Francisco
Giants, from March 1991 until April 2005. He has also served as a director of
Winfield Capital Corp., an Over The Counter Bulletin Board listed small business
investment company, from October 1995 until October 2005. 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
  28
  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. From November 2004 until February 2007, Mr. Klee was
the president, chief financial officer, secretary and a member of the board of
directors of Ardent Acquisition Corporation. 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 was also the president of the New Jersey
Cardinals from February 1990 until April 2006 and vice president of the Norwich
Navigators from March 1991 until April 2005. 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 ay 1983 to April 2000. From November
2004 until February 2007, Mr. Loewenstein was a vice president of Ardent
Acquisition Corporation. 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 a member of our board of directors 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 November 2004 until February 2007,
Mr. Sroka was a vice president of Ardent Acquisition Corporation. 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 served as a
director of Sypris Solutions, Inc., a Nasdaq National Market listed provider of
outsourced services and specialty products, since March 1997. He has also served
as a director of North American Insurance Leaders, Inc., a blank check company
formed to effect a merger, capital stock exchange, asset acquisition, stock
purchase and/or other similar transaction with one or more businesses in the
insurance or insurance services industry in North America, since September 2006.
Mr. Sroka also served as non-executive chairman of the board of Avado Brands,
Inc., an operator of restaurants from November 2003 until May 2005. On February
4, 2004, Avado Brands, Inc. filed a voluntary petition under the federal
bankruptcy laws, from which it emerged in May 2005. 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.
  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. Mr. Goldberg has been a director of Avantair since its inception and has
been a trustee of Ramco-Gershenson Properties 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.
  Our board
of directors is divided into three classes with only one class of directors
being elected in each year and each class serving a three-year term. The term of
office of the first class of directors, consisting of Arthur H. Goldberg, will
expire at our first annual meeting of stockholders. The term of office of the
second class of directors, consisting of Robert Sroka, will expire at the second
annual meeting. The term of the third class of directors, consisting of Barry J.
Gordon and Marc H. Klee will expire at the third annual meeting.
  29
  Section
16(a) Beneficial Ownership Reporting Compliance
  Section
16(a) of the Securities Exchange Act of 1934 requires our officers, directors
and persons who own more than ten percent of a registered class of our equity
securities to file reports of ownership and changes in ownership with the
Securities and Exchange Commission. Officers, directors and ten percent
stockholders are required by regulation to furnish us with copies of all Section
16(a) forms they file. Based solely on copies of such forms received or written
representations from certain reporting persons that no Form 5s were required for
those persons, we believe that, during the fiscal year ended December 31, 2008,
all filing requirements applicable to our officers, directors and greater than
ten percent beneficial owners were complied with.
  Code
of Ethics
  In
December 2007, our board of directors adopted a code of ethics that applies to
our directors, officers and employees as well as those of our subsidiaries.
Requests for copies of our code of ethics should be sent in writing to North
Shore Acquisition Corp., 175 Great Neck Road, Suite 204, Great Neck, New York
11201-3313.
  Audit
Committee
  We do not
currently have, nor are we required to have, a standing audit committee and,
accordingly, the board of directors performs the functions that an audit
committee would ordinarily perform. The board of directors determined that, as
of December 31, 2008, its members do not include a person who is an “audit
committee financial expert” within the meaning of the rules and regulations of
the SEC. We have determined that due to our inadequate financial resources at
this time, we are not in a position to hire such an expert. The board of
directors has determined that each of its members is able to read and understand
fundamental financial statements and has substantial business experience that
results in that member's financial sophistication. As such, the board of
directors believes that each of its members have the sufficient knowledge and
experience necessary to fulfill the duties and obligations that an audit
committee would have.
  Nominations
to the Board of Directors
  There
have been no material changes to the procedures by which security holders may
recommend nominees to our board of directors.
  ITEM
      11.
              EXECUTIVE
      COMPENSATION.
  No
executive officer has received any cash compensation for services rendered to
us. Commencing on November 30, 2007 through the acquisition of a target business
or our liquidation, we will pay American Fund Advisors, an affiliate of Messrs.
Gordon, Klee and Loewenstein, a fee of $8,000 per month for providing us with
office space and certain office and secretarial services. However, this
arrangement is solely for our benefit and is not intended to provide our
officers and directors compensation in lieu of a salary. Other than the $8,000
per month administrative fee, no compensation of any kind, including finders,
consulting or other similar fees, will be paid to any of our founders, including
our directors, or any of their respective affiliates, prior to, or for any
services they render in order to effectuate, the consummation of a business
combination. However, such individuals will be reimbursed for any out-of-pocket
expenses incurred in connection with activities on our behalf such as
identifying potential target businesses and performing due diligence on suitable
business combinations. There is no limit on the amount of these out-of-pocket
expenses and there will be no review of the reasonableness of the expenses by
anyone other than our board of directors, which includes persons who may seek
reimbursement, or a court of competent jurisdiction if such reimbursement is
challenged. Because of the foregoing, we will generally not have the benefit of
independent directors examining the propriety of expenses incurred on our behalf
and subject to reimbursement.
  30
  Compensation
Discussion and Analysis
  Overall,
following our initial business combination, we will seek to provide total
compensation packages that are competitive in terms of potential value to our
executives, and which are tailored to the unique characteristics and needs of
our company within our industry in order to create an executive compensation
program that will adequately reward our executives for their roles in creating
value for our shareholders. We intend to be competitive with other similarly
situated companies in our industry following completion of our initial business
combination. The compensation decisions regarding our executives will be based
on our need to attract individuals with the skills necessary for us to achieve
our business plan, to reward those individuals fairly over time, and to retain
those individuals who continue to perform at or above our
expectations.
  It is
likely that our executives’ compensation will have three primary components -
salary, cash incentive bonus and stock-based awards. We will view the three
components of executive compensation as related but distinct. We do not believe
that significant compensation derived from one component of compensation should
negate or reduce compensation from other components. We anticipate determining
the appropriate level for each compensation component based in part, but not
exclusively, on our view of internal equity and consistency, individual
performance and other information deemed relevant and timely. We have not
adopted any formal or informal policies or guidelines for allocating
compensation between long-term and currently paid out compensation, between cash
and non-cash compensation, or among different forms of
compensation.
  We may
utilize the services of third parties from time to time in connection with the
hiring and compensation awarded to executive employees. This could include
subscriptions to executive compensation surveys and other
databases.
  Benchmarking
of Cash and Equity Compensation
  We
believe it is important when making compensation-related decisions to be
informed as to current practices of similarly situated publicly held companies.
We expect to stay apprised of the cash and equity compensation practices of
publicly held companies in the industry we operate in following our initial
business combination through the review of such companies’ public reports and
through other resources. It is expected that any companies chosen for inclusion
in any benchmarking group would have business characteristics comparable to our
company, including revenues, financial growth metrics, stage of development,
employee headcount and market capitalization. While benchmarking may not always
be appropriate as a stand-alone tool for setting compensation due to the aspects
of our post-acquisition business and objectives that may be unique to us, we
generally believe that gathering this information will be an important part of
our compensation-related decision-making process.
  31
  Compensation
Components
  Base Salary. Generally, we
anticipate setting executive base salaries at levels comparable with those of
executives in similar positions and with similar responsibilities at comparable
companies. We will seek to maintain base salary amounts at or near the industry
norms while avoiding paying amounts in excess of what we believe is necessary to
motivate executives to meet corporate goals. It is anticipated base salaries
will generally be reviewed annually, subject to terms of employment agreements,
and that we will seek to adjust base salary amounts to realign such salaries
with industry norms after taking into account individual responsibilities,
performance and experience.
  Annual Bonuses. We may design
and utilize cash incentive bonuses for executives to focus them on achieving key
operational and financial objectives within a yearly time horizon. We will
structure cash incentive bonus compensation so that it is taxable to our
employees at the time it becomes available to them. At this time, it is not
anticipated that any executive officer’s annual cash compensation will exceed $1
million, and we have accordingly not made any plans to qualify for any
compensation deductions under Section 162(m) of the Internal Revenue
Code.
  Equity Awards. We may also
use stock options and other stock-based awards to reward long-term performance.
We believe that providing a meaningful portion of our executives’ total
compensation package in stock options and other stock-based awards will align
the incentives of our executives with the interests of our shareholders and with
our long-term success.
  ITEM
      12.
              SECURITY
      OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
      STOCKHOLDER MATTERS.
  Security
Ownership of Certain Beneficial Owners and Management
  The
following table sets forth information regarding the beneficial ownership of our
shares of common stock as of March 10, 2009 by:
  ·
              each
      person known by us to be the beneficial owner of more than 5% of our
      outstanding shares of common stock;
  ·
              each
      of our officers and directors; and
  ·
              all
      our officers and directors as a
group.
  Unless
otherwise indicated, we believe that all persons named in the table have sole
voting and investment power with respect to all shares of common stock
beneficially owned by them.
  Name and Address of Beneficial Holder (1)
                                        
                                        Amount of
                                          Beneficial Ownership
                                        
                                        
                                        Percentage of
                                          Outstanding
                                          Common StockIsrael
      A. Englander
                                        
                                        
                                        858,000
                                        (2)
                                        
                                        
                                        10.8
                                        %HBK
      Investments L.P.
                                        
                                        
                                        785,000
                                        (3)
                                        
                                        
                                        9.9
                                        %The
      Baupost Group, L.L.C.
                                        
                                        
                                        675,000
                                        (4)
                                        
                                        
                                        8.5
                                        %Polar
      Securities Inc.
                                        
                                        
                                        579,000
                                        (5)
                                        
                                        
                                        7.3
                                        %Azimuth
      Opportunity, Ltd.
                                        
                                        
                                        417,950
                                        (6)
                                        
                                        
                                        5.3
                                        %Barry
      J. Gordon
                                        
                                        
                                        468,851
                                        (7)
                                        
                                        
                                        5.9
                                        %Marc
      H. Klee
                                        
                                        
                                        364,662
                                        (8)
                                        
                                        
                                        4.6
                                        %Robert
      Sroka
                                        
                                        
                                        206,472
                                        (9)
                                        
                                        
                                        2.6
                                        %Arthur
      H. Goldberg
                                        
                                        
                                        206,472
                                        (9)
                                        
                                        
                                        2.6
                                        %Alan
      J. Loewenstein
                                        
                                        
                                        135,320
                                        (10)
                                        
                                        
                                        1.7
                                        %All
      directors and executive officers as a group (five
    individuals)
                                        
                                        
                                        1,381,777
                                        (11)
                                        
                                        
                                        17.4
                                        %
 
 *
              Less
      than 1%.
 (1)
              Unless
      otherwise indicated, the business address of each of the individuals is
      175 Great Neck Road, Suite 204, Great Neck, New York
      11201-3313.
  32
 
 (2)
              Represents
      858,000 shares of common stock held by Integrated Core Strategies (US) LLC
      (“ICS”). 176,000 of such shares are included in units. Each unit consists
      of one share of common stock and one warrant to purchase one share of
      common stock. This amount does not include 176,000 warrants included in
      the units held by ICS and 119,500 warrants held by ICS that are not
      included in units, which are not exercisable and will not become
      exercisable within 60 days. Mr. Englander is the managing member of
      Millenium Management LLC (“MM”); MM is the general partner of Integrated
      Holding Group LP (“IHG”); and IHG is the managing member of ICS. As a
      result, each may be deemed to have shared voting control and investment
      discretion over the securities. The business address of Mr. Englander and
      each of the entities is 666 Fifth Avenue, New York, New York 10103. The
      foregoing information is derived from a Schedule 13G filed with the
      Securities and Exchange Commission on December 17, 2007, as amended on
      November 10, 2008.
 (3)
              Represents
      785,000 shares of common stock over which HBK Investments L.P., HBK
      Services LLC (“Services”), HBK Partners II L.P. HBK Management LLC and HBK
      Master Fund L.P. each have shared voting and dispositive power. HBK
      Investments L.P. has delegated discretion to vote and dispose of the
      securities to Services. Services may, from time to time, delegate
      discretion to vote and dispose of certain of the securities to HBK New
      York LLC, HBK Virginia LLC, HBK Europe Management LLP and/or HBK Hong Kong
      Ltd. (collectively, the “Subadvisors”). Each of Services and the
      Subadvisors is under common control with HBK Investments L.P. This amount
      does not include 340,000 warrants to purchase shares of common stock,
      which are not exercisable and will not become exercisable within 60 days.
      The business address for each entity is 300 Crescent Court, Suite 700,
      Dallas, Texas 75201. The foregoing information was derived from a Schedule
      13G filed with the SEC on December 21, 2007, as amended on February 8,
      2008.
 (4)
              Represents
      675,000 shares of common stock over which The Baupost Group, L.L.C.
      (“Baupost”), a registered investment adviser, has sole voting and
      dispositive power. SAK Corporation, as the Manager of Baupost, and Seth A.
      Klarman, as the sole Director of SAK Corporation and a controlling person
      of Baupost, may be deemed to have beneficial ownership of all the
      securities. The business address of Mr. Klarman and each of the entities
      is 10 St. James Avenue, Suite 1700, Boston, Massachusetts 02116. The
      foregoing information is derived from a Schedule 13G filed with the
      Securities and Exchange Commission on February 13,
  2008.
 (5)
              Represents
      shares of common stock held by North Pole Capital Master Fund (“North
      Pole”) and certain discretionary accounts (“Accounts”). Polar Securities
      Inc. (“Polar Securities”) serves as the investment manager for North Pole
      and the Accounts. The business address for North Pole and Polar Securities
      is 372 Bay Street, 21st Floor, Toronto, Canada A6 MSH 2S6. The foregoing
      information is derived from a Schedule 13G/A filed with the Securities and
      Exchange Commission on February 17,
2009.
 (6)
              The
      business address for Azimuth Opportunity, Ltd. is c/o Ogier, Qwomar
      Complex, 4th
      Floor, P.O. Box 3170, Road Town, Tortola, British Virgin Islands. The
      foregoing information is derived from a Schedule 13G filed with the
      Securities and Exchange Commission on July 18,
  2008.
 (7)
              Does
      not include 472,320 shares of common stock issuable upon exercise of
      insider warrants that are not exercisable and will not become exercisable
      within 60 days.
 (8)
              Does
      not include 367,360 shares of common stock issuable upon exercise of
      insider warrants that are not exercisable and will not become exercisable
      within 60 days.
 (9)
              Does
      not include 208,000 shares of common stock issuable upon exercise of
      insider warrants that are not exercisable and will not become exercisable
      within 60 days.
 (10)
              Does
      not include 136,320 shares of common stock issuable upon exercise of
      insider warrants that are not exercisable and will not become exercisable
      within 60 days.
 (11)
              Does
      not include 1,392,000 shares of common stock issuable upon exercise of
      insider warrants that are not exercisable and will not become exercisable
      within 60 days.
  Our
founders, which include all of our officers and directors, collectively,
beneficially own 20% of the issued and outstanding shares of our common stock.
Because of the ownership block held by our founders, such individuals may be
able to effectively exercise control over all matters requiring approval by our
stockholders, including the election of directors and approval of significant
corporate transactions other than approval of our initial business
combination.
  33
  All of
the founders’ shares have been placed in escrow with Continental Stock Transfer
& Trust Company, as escrow agent, until one year after the consummation of a
business combination. The founders’ shares may be released from escrow earlier
than this date if, after we consummate a business combination, we consummate a
subsequent liquidation, merger, stock exchange or other similar transaction
which results in all of our stockholders having the right to exchange their
shares of common stock for cash, securities or other property. Additionally, if
holders of more than 20% of the IPO shares vote against a proposed business
combination and seek to exercise their conversion rights and such business
combination is consummated, our founders have agreed to forfeit and return to us
for cancellation a number of shares so that the founders will collectively own
no more than 23.8% of our outstanding common stock upon consummation of such
business combination (without giving effect to any shares that may be issued in
the business combination). During the escrow period, the holders of these shares
will not be able to sell or transfer their securities except (i) to an entity’s
members upon its liquidation, (ii) to relatives and trusts for estate planning
purposes or (iii) by private sales made at or prior to the consummation of a
business combination at prices no greater than the price at which the shares
were originally purchased, in each case where the transferee agrees to the terms
of the escrow agreement, but will retain all other rights as our 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 their founders’ shares.
  Messrs.
Gordon, Klee, Sroka, Goldberg and Granat are our “promoters,” as that term is
defined under the Federal securities laws.
  ITEM
      13.
              CERTAIN
      RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
      INDEPENDENCE.
  Certain
Relationships and Related Transactions
  In June
2007, we issued 1,250,000 shares of common stock to the individuals set forth
below for $25,000 in cash, at a purchase price of $0.02 per share, as
follows:
  Name
                
                Number of Shares
                
                Relationship to UsBarry
      J. Gordon
                
                369,000
                
                Chairman
      and Chief Executive OfficerMarc
      H. Klee
                
                287,000
                
                President,
      Chief Financial Officer, Secretary and DirectorRobert
      Sroka
                
                162,500
                
                DirectorArthur
      H. Goldberg
                
                162,500
                
                DirectorHarvey
      Granat
                
                162,500
                
                StockholderAlan
      J. Loewenstein
                
                106,500
                
                Vice
      President
  Effective
September 18, 2007 and November 30, 2007, our board of directors authorized a
stock dividend of 0.38 and 0.05 shares of common stock, respectively, for each
outstanding share of common stock, effectively lowering the purchase price to
approximately $0.01 per share.
  On
January 11, 2008, we consummated the offering of 53,000 units that were subject
to the over-allotment option granted to the underwriters in our initial public
offering. The remainder of the underwriters’ over-allotment option expired
unexercised. As only a portion of the over-allotment option was exercised, an
aggregate of 223,000 founders’ shares were canceled to maintain our founders’
ownership in our common stock at 20%.
  34
  The
holders of the majority of these shares will be entitled to make up to two
demands that we register these shares. The holders of the majority of these
shares may elect to exercise these registration rights at any time commencing
three months prior to the date on which these shares of common stock are
released from escrow. In addition, these stockholders have certain “piggy-back”
registration rights with respect to registration statements filed subsequent to
the date on which 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.
  Barry J.
Gordon, Marc H. Klee, Alan J. Loewenstein, Robert Sroka, Arthur H. Goldberg and
Harvey Granat have committed, purchased an aggregate of 1,600,000 insider
warrants (for a total purchase price of $1,600,000) from us. These purchases
took place on a private placement basis simultaneously with the consummation of
our IPO. The insider warrants are identical to the warrants underlying the units
offered in our IPO except that if we call the warrants for redemption, the
insider warrants will be exercisable on a cashless basis so long as such
warrants are held by the purchasers or their affiliates. The purchasers have
agreed that the insider warrants will not be sold or transferred by them until
after we have completed a business combination. The holders of the majority of
these insider warrants (or underlying shares) will be entitled to demand that we
register these securities. The holders of the majority of these securities may
elect to exercise these registration rights with respect to such securities at
any time after we consummate a business combination. In addition, these holders
have certain “piggy-back” registration rights with respect to registration
statements filed subsequent to such date. We will bear the expenses incurred in
connection with the filing of any such registration statements.
  Commencing
on November 30, 2007, American Fund Advisors, an affiliate of Barry J. Gordon,
Marc H. Klee and Alan J. Loewenstein, has made 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 $8,000 per month for
these services. Mr. Gordon is chairman of American Fund Advisors, Mr. Klee is
executive vice president of American Fund Advisors and Mr. Loewenstein is senior
vice president of American Fund Advisors. Accordingly, Messrs. Gordon, Klee and
Loewenstein will benefit from the transaction to the extent of their interests
in American Fund Advisors. However, this arrangement is solely for our benefit
and is not intended to provide Messrs. Gordon, Klee and Loewenstein compensation
in lieu of a salary. We believe, based on rents and fees for similar services in
the 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 party.
However, as our directors may not be deemed “independent,” we did not have the
benefit of disinterested directors approving this transaction.
  Prior to
our IPO, Barry J. Gordon and Arthur H. Goldberg advanced to us an aggregate of
$100,000 to cover expenses related to the offering. The loans were repaid
without interest from the proceeds of our IPO not placed in trust.
  We will
reimburse our officers and directors for any reasonable out-of-pocket business
expenses incurred by them in connection with certain activities on our behalf
such as identifying and investigating possible target businesses and business
combinations. There is no limit on the amount of out-of-pocket expenses
reimbursable by us, which will be reviewed only by our board or a court of
competent jurisdiction if such reimbursement is challenged.
  Other
than the $8,000 per-month administrative fee and reimbursable out-of-pocket
expenses payable to our officers and directors, no compensation or fees of any
kind, including finder’s fees, consulting fees or other similar compensation,
will be paid to any of our founders, or to any of their respective affiliates,
prior to or with respect to the business combination (regardless of the type of
transaction).
  35
  All
ongoing and future transactions between us and any of our officers and directors
or their respective affiliates, including loans by our officers and directors,
will be on terms believed by us to be no less favorable to us than are available
from unaffiliated third parties. Such transactions or loans, including any
forgiveness of loans, will require prior approval by a majority of our
uninterested ‘‘independent’’ directors (to the extent we have any) or the
members of our board who do not have an interest in the transaction, in either
case who had access, at our expense, to our attorneys or independent legal
counsel. We will not enter into any such transaction unless our disinterested
‘‘independent’’ directors (or, if there are no ‘‘independent’’ directors, our
disinterested directors) determine that the terms of such transaction are no
less favorable to us than those that would be available to us with respect to
such a transaction from unaffiliated third parties.
  Related
party policy
  Our Code
of Ethics requires us to avoid, wherever possible, all related party
transactions that could result in actual or potential conflicts of interest,
except under guidelines approved by the board of directors (or the audit
committee). Related-party transactions are defined as transactions in which (1)
the aggregate amount involved will or may be expected to exceed $120,000 in any
calendar year, (2) we or any of our subsidiaries is a participant, and (3) any
(a) executive officer, director or nominee for election as a director, (b)
greater than 5 percent beneficial owner of our common stock, or (c) immediate
family member, of the persons referred to in clauses (a) and (b), has or will
have a direct or indirect material interest (other than solely as a result of
being a director or a less than 10 percent beneficial owner of another entity).
A conflict of interest situation can arise when a person takes actions or has
interests that may make it difficult to perform his or her work objectively and
effectively. Conflicts of interest may also arise if a person, or a member of
his or her family, receives improper personal benefits as a result of his or her
position. While we have agreed not to consummate a business combination with an
entity which is affiliated with any of our officers, directors or founders, we
are not prohibited from entering into other related-party
transactions.
  Our board
of directors is responsible for reviewing and approving related-party
transactions to the extent we enter into such transactions. The board of
directors will consider all relevant factors when determining whether to approve
a related party transaction, including whether the related party transaction is
on terms no less favorable than terms generally available to an unaffiliated
third-party under the same or similar circumstances and the extent of the
related party’s interest in the transaction. No director may participate in the
approval of any transaction in which he is a related party, but that director is
required to provide the other members of the board of directors with all
material information concerning the transaction. Additionally, we require each
of our directors and executive officers to complete a directors’ and officers’
questionnaire that elicits information about related party transactions. These
procedures are intended to determine whether any such related party transaction
impairs the independence of a director or presents a conflict of interest on the
part of a director, employee or officer.
  36
  Director
Independence
  Our
securities are not currently listed on a national securities exchange. In
connection with a proposed business combination, we anticipate applying to have
our securities listed on such a national securities exchange. NASDAQ and NYSE
Alternext US listing standards define an “independent director” generally as a
person, other than an officer of a company, who does not have a relationship
with the company that would interfere with the director’s exercise of
independent judgment. Currently, only Robert Sroka and Arthur H. Goldberg would
be considered “independent” under that general definition. At the time of our
proposed business combination, we will adhere to the rules of whatever exchange
we seek to have our securities listed on.
  ITEM
      14.
              PRINCIPAL
      ACCOUNTANT FEES AND SERVICES.
  The firm
of Rothstein, Kass & Company, P.C. acts as our principal accountant. The
following is a summary of fees paid to our principal accountant for services
rendered.
  Audit
Fees
  During
the year ended December 31, 2008, we paid our principal $21,000 in connection
with the review of our Quarterly Reports on Form 10-Q. The fee for the audit of
the financial statements included in this Annual Report on Form 10-K for the
fiscal year ended December 31, 2008 is approximately $22,500. The aggregate of
such fees is $43,500.
  During
the year ended December 31, 2007, we paid our principal accountant $50,000 for
the services they performed in connection with our Registration Statement on
Form S-1 related to our initial public offering, including the financial
statements included in the Current Report on Form 8-K filed with the Securities
and Exchange Commission on December 12, 2007, and $5,000 in connection with the
review of our Quarterly Report on Form 10-QSB. The fee for the audit of the
financial statements included in this Annual Report on Form 10-KSB for the
fiscal year ended December 31, 2007 is approximately $20,000. The aggregate of
such fees is $75,000.
  Audit-Related
Fees
  During
2008 and 2007, 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
2008 and 2007, our principal accountant did not render services to us for tax
compliance, tax advice and tax planning.
  All
Other Fees
  During
2008 and 2007, there were no fees billed for products and services provided by
the principal accountant other than those set forth above.
  Audit
Committee Approval
  As we do
not have an audit committee, the audit committee did not pre-approve any
accounting-related or tax services. However, our board of directors has approved
the services described above.
  PART
IV
  ITEM
      15.
              EXHIBITS
      AND FINANCIAL STATEMENT SCHEDULES.
  (a)          The
following Exhibits are filed as part of this report.
  Exhibit No.
                    
                    Description3.1
                    
                    Amended
      and Restated Certificate of
Incorporation.*
  37
  3.2
                                
                                By-laws.*4.1
                                
                                Specimen
      Unit Certificate.*4.2
                                
                                Specimen
      Common Stock Certificate.*4.3
                                
                                Specimen
      Warrant Certificate.*4.4
                                
                                Form
      of Unit Purchase Option granted to Representative.*4.5
                                
                                Form
      of Warrant Agreement between Continental Stock Transfer & Trust
      Company and the Registrant.*10.1
                                
                                Letter
      Agreement among the Registrant, EarlyBirdCapital, Inc. and Barry J.
      Gordon.*10.2
                                
                                Letter
      Agreement among the Registrant, EarlyBirdCapital, Inc. and Marc H.
      Klee.*10.3
                                
                                Letter
      Agreement among the Registrant, EarlyBirdCapital, Inc. and Alan J.
      Loewenstein.*10.4
                                
                                Letter
      Agreement among the Registrant, EarlyBirdCapital, Inc. and Robert
      Sroka.*10.5
                                
                                Letter
      Agreement among the Registrant, EarlyBirdCapital, Inc. and Arthur H.
      Goldberg.*10.6
                                
                                Letter
      Agreement among the Registrant, EarlyBirdCapital, Inc. and Harvey
      Granat.*10.7
                                
                                Form
      of Investment Management Trust Agreement between Continental Stock
      Transfer & Trust Company and the Registrant.*10.8
                                
                                Form
      of Stock Escrow Agreement between the Registrant, Continental Stock
      Transfer & Trust Company and the Initial
  Stockholders.*10.9
                                
                                Form
      of Administrative Services Agreement between the Registrant and American
      Fund Advisors, Inc.*10.10
                                
                                Promissory
      Note issued to Barry J. Gordon.*10.11
                                
                                Form
      of Registration Rights Agreement among the Registrant and the Initial
      Stockholders.*10.12
                                
                                Form
      of Subscription Agreements among the Registrant, Graubard Miller and each
      of Barry J. Gordon, Marc H. Klee, Alan J. Loewenstein, Robert Sroka,
      Arthur H. Goldberg and Harvey Granat.*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.
  38
  *
                
                Incorporated
      by reference to the Registrant’s Registration Statement on Form S-1 (SEC
      File No. 333-145278).
  39
  INDEX
TO FINANCIAL STATEMENTS
  Report of Independent Registered Public Accounting
      Firm
                          
                          F-2Financial
      StatementsBalance Sheets
                          
                          F-3Statementsof
      Operations
                          
                          F-4Statementsof
      Stockholders’Equity
                          
                          F-5Statementsof Cash
      Flows
                          
                          F-6Notes to Financial
    Statements
                          
                          F-7 – F-17
  F-1
  REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
  To the
Board of Directors and Stockholders
 North
Shore Acquisition Corp.
 
 We have
audited the accompanying balance sheets of North Shore Acquisition Corp. (a
corporation in the development stage) (the “Company”) as of December 31, 2008
and 2007 and the related statements of operations and cash flows for the year
then ended and the periods from June 26, 2007 (date of inception) to December
31, 2008 and 2007, and stockholders’ equity for the period June 26, 2007 (date
of inception) to December 31, 2008. These financial statements are the
responsibility of the Company’s management. Our responsibility is to express an
opinion on these financial statements based on our 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 audits to obtain reasonable assurance about whether the
financial statements are free of material misstatement. The Company is not
required to have, nor were we engaged to perform, an audit of its internal
control over financial reporting. Our audits included consideration of internal
control over financial reporting as a basis for designing audit procedures that
are appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Company’s internal control over financial
reporting. Accordingly, we express no such opinion. An audit also includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements, assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
 
 The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern.  As discussed in Note 1 to the financial
statements, the Company will face a mandatory liquidation if a business
combination is not consummated by November 30, 2009, which raises 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
this uncertainty.
 
 In our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of North Shore Acquisition Corp. (a
corporation in the development stage) as of December 31, 2008 and 2007, and the
results of its operations and its cash flows for the year ended and the periods
from June 26, 2007 (date of inception) to December 31, 2008 and 2007, in
conformity with accounting principles generally accepted in the United States of
America.
 
  /s/
Rothstein, Kass & Company, P.C.
  Roseland,
New Jersey
 March 9,
2009
  F-2
  North
Shore Acquisition Corp.
 (a
corporation in the development stage)
  Balance
Sheets
 
 December 31,
                                
                                
                                December 31,2008
                                
                                
                                2007ASSETSCurrent
      Assets:Cash
                                
                                $
                                186,578
                                
                                
                                $
                                107,863Prepaid
      expenses and other current assets
                                
                                
                                105,233
                                
                                
                                
                                92,461Total
      Current Assets
                                
                                
                                291,811
                                
                                
                                
                                200,324Other
      asset, Investments held in Trust Fund (Note 1)
                                
                                
                                49,833,790
                                
                                
                                
                                49,411,768Total
      Assets
                                
                                $
                                50,125,601
                                
                                
                                $
                                49,612,092LIABILITIES
      AND STOCKHOLDERS' EQUITYCurrent
      Liabilities:Income
      taxes payable
                                
                                $
                                2,337
                                
                                
                                $
                                54,500Accrued
      expenses
                                
                                
                                95,664
                                
                                
                                
                                17,500Accounts
      payable
                                
                                
                                —
                                
                                
                                
                                15,740Total
      Current Liabilities
                                
                                
                                98,001
                                
                                
                                
                                87,740Long-Term
      LiabilitiesDeferred
      Underwriters' Fee
                                
                                
                                1,524,720
                                
                                
                                
                                1,512,000Commons stock,
      subject to possible redemption,2,541,198 and
      2,519,999 shares at initial redemption value, approximately $7.82 per
      common share
                                
                                
                                19,877,255
                                
                                
                                
                                19,713,599CommitmentsStockholders’
      equityPreferred
      stock, $.0001 par valueAuthorized
      1,000,000 shares; none issued and outstandingCommon
      stock, $.0001 par valueAuthorized
      20,000,000 sharesIssued
      and outstanding 7,941,250 and 8,111,250 shares at December 31, 2008 and
      December 31, 2007, respectively (which includes 2,541,199 and 2,519,999
      subject to possible redemptions)
                                
                                
                                794
                                
                                
                                
                                811Additional
      Paid in Capital
                                
                                
                                28,505,877
                                
                                
                                
                                28,273,076Income
      accumulated during the development stage
                                
                                
                                118,954
                                
                                
                                
                                24,866Total
      Stockholders' Equity
                                
                                
                                28,625,625
                                
                                
                                
                                28,298,753Total
      Liabilities and Stockholders' Equity
                                
                                $
                                50,125,601
                                
                                
                                $
                                49,612,092
  The
accompanying notes are an integral part of the financial
statements
  F-3


North
Shore Acquisition Corp.


(a
corporation in the development stage)







Statements
of Operations





Period from
                
                
                Period fromFor the year
                
                
                June 26, 2007
                
                
                June 26, 2007ended
                
                
                (date of inception)
                  to
                
                
                (date of
                  inception) toDecember 31,
                  2008
                
                
                December 31,
                  2007
                
                
                December 31,
                  2008Revenue
                
                $
                —
                
                
                $
                —
                
                
                $
                —Formation
      and administrative expenses
                
                
                383,146
                
                
                
                67,529
                
                
                
                450,675Loss
      before other income and income tax expense
                
                
                (383,146
                )
                
                
                (67,529
                )
                
                
                (450,675
                )Other
      income, interest
                
                
                768,505
                
                
                
                128,895
                
                
                
                897,400Income
      before income tax expense
                
                
                385,359
                
                
                
                61,366
                
                
                
                446,725Income
      tax expense
                
                
                291,271
                
                
                
                36,500
                
                
                
                327,771Net
      income applicable to common stockholders
                
                $
                94,088
                
                
                $
                24,866
                
                
                $
                118,954Weighted
      average common shares outstandingBasic
                
                
                7,945,895
                
                
                
                2,644,583
                
                
                
                6,140,583Diluted
                
                
                10,
      312,742
                
                
                
                2,943,147
                
                
                
                7,800,502Income
      per share, basic
                
                $
                0.01
                
                
                $
                0.01
                
                
                $
                0.02Income
      per share, diluted
                
                $
                0.01
                
                
                $
                0.01
                
                
                $
                0.02




The
accompanying notes are an integral part of the financial
statements


F-4


North
Shore Acquisition Corp.
 (a
corporation in the development stage)







Statements
of Stockholders’ Equity


For
the period June 26, 2007 (date of inception) to December 31, 2008





Common Stock
                        
                        
                        Additional
                          Paid-In
                          Capital
                        
                        
                        Income
                          accumulated
                          during the
                          development
                          stage
                        
                        
                        TotalShares
                        
                        
                        AmountSale
      of 1,811,250 shares of common stock to initial stockholders on June 27,
      2007 (date of inception) at approximately $0.01 per common
      share
                        
                        
                        1,811,250
                        
                        
                        $
                        181
                        
                        
                        $
                        24,819
                        
                        
                        $
                        —
                        
                        
                        $
                        25,000Sale
      of 6,300,000 units, net of underwriters' discount and offering expenses
      (includes 2,519,999 shares subject to possible redemption)
                        
                        
                        6,300,000
                        
                        
                        
                        630
                        
                        
                        
                        46,361,757
                        
                        
                        
                        —
                        
                        
                        
                        46,362,387Proceeds
      subject to possible redemption of 2,519,999 shares
                        
                        
                        —
                        
                        
                        
                        
                        
                        
                        
                        (19,713,599
                        )
                        
                        
                        —
                        
                        
                        
                        (19,713,599
                        )Proceeds
      from sale of warrants to initial stockholders
                        
                        
                        —
                        
                        
                        
                        —
                        
                        
                        
                        1,600,000
                        
                        
                        
                        —
                        
                        
                        
                        1,600,000Proceeds
      from issuance of option
                        
                        
                        —
                        
                        
                        
                        —
                        
                        
                        
                        100
                        
                        
                        
                        —
                        
                        
                        
                        100Net
      income for the period
                        
                        
                        
                        
                        
                        
                        —
                        
                        
                        
                        —
                        
                        
                        
                        24,866
                        
                        
                        
                        24,866Balance,
      December 31, 2007
                        
                        
                        8,111,250
                        
                        
                        $
                        811
                        
                        
                        $
                        28,273,077
                        
                        
                        $
                        24,866
                        
                        
                        $
                        28,298,754Sale
      of 53,000 units (includes 21,198 shares subject to possible
      redemption)
                        
                        
                        53,000
                        
                        
                        
                        5
                        
                        
                        
                        396,435
                        
                        
                        
                        
                        
                        
                        
                        396,440Proceeds
      subject to possible redemption of 21,198 shares
                        
                        
                        —
                        
                        
                        
                        —
                        
                        
                        
                        (163,657
                        )
                        
                        
                        
                        
                        
                        
                        (163,657
                        )Forfeiture
      of shares of common stock by initial stockholders
                        
                        
                        (223,000
                        )
                        
                        
                        (22
                        )
                        
                        
                        22
                        
                        
                        
                        
                        
                        
                        
                        —Net
      income for the period
                        
                        
                        
                        
                        
                        
                        —
                        
                        
                        
                        —
                        
                        
                        
                        94,088
                        
                        
                        
                        94,088Balance,
      December 31, 2008
                        
                        
                        7,941,250
                        
                        
                        $
                        794
                        
                        
                        $
                        28,505,877
                        
                        
                        $
                        118,954
                        
                        
                        $
                        28,625,625





The accompanying notes are an
integral part of the financial statements




F-5




North
Shore Acquisition Corp.
 (a
corporation in the development stage)


Statement
of Cash Flows





For the period
                  
                  
                  For the period
                  
                  
                  For the periodfrom
                  
                  
                  from
                  
                  
                  fromJanuary 1, 2008
                  
                  
                  June 26, 2007
                  
                  
                  June 26, 2007to
                  
                  
                  (date of inception)
                    to
                  
                  
                  (date of inception)
                    toDecember 31, 2008
                  
                  
                  December 31, 2007
                  
                  
                  December 31, 2008Cash
      Flows from Operating ActivitiesNet
      income
                  
                  $
                  94,088
                  
                  
                  $
                  24,866
                  
                  
                  $
                  118,954Adjustment
      to reconcile net income to net cash provided by operating
      activitiesIncrease
      in prepaid expenses and other current assets
                  
                  
                  (12,772
                  )
                  
                  
                  (92,461
                  )
                  
                  
                  (105,233
                  )Increase
      in income taxes payable
                  
                  
                  (52,163
                  )
                  
                  
                  54,500
                  
                  
                  
                  2,337Increase
      in accrued expenses
                  
                  
                  78,164
                  
                  
                  
                  17,500
                  
                  
                  
                  95,664Increase
      in accounts payable
                  
                  
                  (15,740
                  )
                  
                  
                  15,740
                  
                  
                  
                  0Net
      cash provided by operating activities
                  
                  
                  91,577
                  
                  
                  
                  20,145
                  
                  
                  
                  111,722Net
      cash used in Investing ActivitiesChange
      in Investments held in Trust Fund
                  
                  
                  (422,022
                  )
                  
                  
                  (49,411,768
                  )
                  
                  
                  (49,833,790
                  )Cash
      Flows from Financing ActivitiesGross
      proceeds of common stock public offering
                  
                  
                  424,000
                  
                  
                  
                  50,400,000
                  
                  
                  
                  50,824,000Proceeds
      from notes payable, shareholder
                  
                  
                  —
                  
                  
                  
                  100,000
                  
                  
                  
                  100,000Payment
      of notes payable, shareholder
                  
                  
                  —
                  
                  
                  
                  (100,000
                  )
                  
                  
                  (100,000
                  )Proceeds
      from the issuance of common stock to initial stockholders
                  
                  
                  —
                  
                  
                  
                  25,000
                  
                  
                  
                  25,000Proceeds
      from sale of warrants to initial shareholders
                  
                  
                  —
                  
                  
                  
                  1,600,000
                  
                  
                  
                  1,600,000Proceeds
      from issuance of option
                  
                  
                  —
                  
                  
                  
                  100
                  
                  
                  
                  100Payment
      of costs of public offering
                  
                  
                  (14,840
                  )
                  
                  
                  (2,525,614
                  )
                  
                  
                  (2,540,454
                  )Net
      cash provided by financing activities
                  
                  
                  409,160
                  
                  
                  
                  49,499,486
                  
                  
                  
                  49,908,646Net
      increase in cash
                  
                  
                  78,715
                  
                  
                  
                  107,863
                  
                  
                  
                  186,578Cash
      at the beginning of the period
                  
                  
                  107,863
                  
                  
                  
                  —
                  
                  
                  
                  —Cash
      at the end of the period
                  
                  $
                  186,578
                  
                  
                  $
                  107,863
                  
                  
                  $
                  186,578Supplemental
      disclosure of cash flow informationCash
      paid during the period for:Taxes
                  
                  $
                  455,960
                  
                  
                  $
                  —
                  
                  
                  $
                  455,960Non
      cash financing activity:Deferred
      underwriter's fee
                  
                  $
                  12,720
                  
                  
                  $
                  1,512,000
                  
                  
                  $
                  1,524,720Proceeds
      from public offering reclassified to mezzanine debt for common stock
      subject to possible redemption
                  
                  $
                  163,657
                  
                  
                  $
                  19,713,599
                  
                  
                  $
                  19,877,825





The
accompanying notes are an integral part of the financial statements
  F-6


North
Shore Acquisition Corp.
 (a
corporation in the development stage)


Notes
to Financial Statements




1.
                OrganizationandBusinessOperations
                North
      Shore Acquisition Corp. (the “Company”) was incorporated in Delaware on
      June 26, 2007 as a blank check company whose objective is to acquire an
      operating business.
                  
                  All
      activity from June 26, 2007 (inception) through December 31, 2008
      relates to the Company’s formation and initial public offering described
      below. The Company has selected December 31 as its fiscal
      year-end.
                  
                  The
      registration statement for the Company’s initial public offering
      (“Offering”) was declared effective November 30, 2007. The Company
      consummated the offering on December 7, 2007 and received net proceeds of
      approximately $47,883,000 (Note 3). On January 11, 2008 the Company
      received additional gross proceeds in the amount of approximately $424,000
      from the sale of additional units reflecting the underwriters’
      over-allotment. 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 $49,833,790 is being held in an interest-bearing
      trust account (“Trust Account”) including a portion of the underwriting
      discounts and commissions payable to the underwriters in this offering and
      invested only in United States “government debt securities” within the
      meaning of Section 2(a)(16) of the Investment Company Act of 1940 having a
      maturity of 180 days or less, or in money market funds meeting certain
      conditions under Rule 2(a)(7) promulgated under the Investment Company Act
      of 1940, until the earlier of (i) the consummation of a Business
      Combination or (ii) liquidation of the Company. The placing of funds in
      the Trust Account may not protect those funds from third party claims
      against the Company. To date all of the assets have been invested in the
      Dreyfus Treasury Cash Management – Institutional Shares. Although the
      Company will seek to have all vendors, prospective target businesses or
      other entities it engages, execute agreements with the Company waiving any
      right, title, interest or claim of any kind in or to any monies held in
      the Trust Account, there is no guarantee that they will execute such
      agreements. The Company’s officers and directors have agreed that they
      will be personally liable under certain circumstances to ensure that the
      proceeds in the Trust Account are not reduced by the claims of target
      businesses or vendors or other entities that are owed money by the Company
      for services rendered contracted for or products sold to the Company.
      However, there can be no assurance that they will be able to satisfy those
      obligations. The remaining net proceeds (not held in the Trust Account)
      may be used to pay for business, legal and accounting due diligence on
      prospective acquisitions and continuing general and administrative
      expenses. Additionally, up to an aggregate of $1,000,000 of interest
      earned on the Trust Account balance may be released to the Company to fund
      working capital requirements, as well as any amounts necessary to pay the
      Company’s tax obligations. At December 31, 2008, the Company had earned
      $890,630 of interest on the Trust Account since inception, which is
      included in the cash held in Trust Fund less $750,000 that has been used
      for federal and state tax payments and working
  capital.


F-7




North
Shore Acquisition Corp.
 (a
corporation in the development stage)
  
 Notes
to Financial Statements


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 40% or more of the shares sold in the
      Offering vote against the Business Combination and exercise their
      conversion rights described below, the Business Combination will not be
      consummated.
                  
                  All
      of the Company’s stockholders prior to the Offering, including all of the
      officers and directors of the Company (“Initial Stockholders”), have
      agreed to vote their 1,588,250 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 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 Offering. Accordingly, Public Stockholders holding
      39.99% 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 (39.99% of the amount held in the Trust Account) has
      been classified as common stock subject to possible conversion in the
      accompanying December 31, 2008 and December 31, 2007 balance
      sheets.
                  
                  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 by November 30, 2009. In the event
      of liquidation, it is possible that the per share value of the residual
      assets remaining available for distribution (including Trust Account
      assets) will be less than the initial public offering price per 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 3).




F-8


North
Shore Acquisition Corp.
 (a
corporation in the development stage)
  
 Notes
to Financial Statements


In
      the event that the Company does not consummate a Business Combination by
      November 30, 2009, the proceeds held in the Trust Account will be
      distributed to the Company’s stockholders, excluding the Founders to the
      extent of their initial stock holdings.  The mandatory liquidation
      raises substantial doubt about the Company’s ability to continue as a
      going concern.2.
                Summary
      of Significant
                  Accounting
                  Policies
                Basis
      of Presentation
                  The
      financial statements of the Company are presented in U.S. dollars in
      conformity with accounting principles generally accepted in the United
      States of America (U.S. GAAP).
                  Development
      Stage Company
                  The
      Company complies with the reporting requirements of Statement of Financial
      Standard (“SFAS”) No. 7, "Accounting and Reporting by Development Stage
      Enterprises."
                  Concentration
      of Credit Risk
                  Financial
      instruments that potentially subject the Company to a significant
      concentration of credit risk consist primarily of cash. The Company may
      maintain deposits in federally insured financial institutions in excess of
      federally insured limits. However, management believes the Company is not
      exposed to significant credit risk due to the financial position of the
      depository institutions in which those deposits are
      held.
                  Investments
      Held in Trust
                  Cash
      is invested only in United States “government debt securities” within the
      meaning of Section 2(a)(16) of the Investment Company Act of 1940 having a
      maturity of 180 days or less, or in money market funds meeting certain
      conditions under Rule 2(a)(7) promulgated under the Investment Company Act
      of 1940, until the earlier of (i) the consummation of a Business
      Combination or (ii) liquidation of the Company. The placing of funds in
      the Trust Account may not protect those funds from third party claims
      against the Company. To date all of the assets have been invested in the
      Dreyfus Treasury Cash Management – Institutional
Shares.
                  Fair
      Value of Financial Instruments
                  The
      Company does not enter into financial instruments for trading or
      speculative purposes.  The carrying amounts of the Company's
      assets and liabilities that qualify as financial instruments under SFAS
      No. 107, "Disclosures about Fair Value of Financial Instrument,"
      approximate their fair value due to their short-term
      maturities.




F-9




North
Shore Acquisition Corp.
 (a
corporation in the development stage)
  
 Notes
to Financial Statements


Basic
      and Diluted Earnings per Share
                  Earnings
      per common share is based on the weighted average number of common shares
      outstanding. The Company complies with SFAS No. 128, "Earnings Per Share,"
      which requires dual presentation of basic and diluted earnings per share
      on the face of the statement of operations. Basic income per share
      excludes dilution and is computed by dividing income available to common
      stockholders by the weighted-average common shares outstanding for the
      period. Diluted income per share reflects the potential dilution that
      could occur if warrants were to be exercised or otherwise resulted in the
      issuance of common stock.
                  Use
      of Estimates
                  The
      preparation of financial statements in conformity with accounting
      principles generally accepted in the United States of America requires
      management to make estimates and assumptions that affect the reported
      amounts of assets and liabilities and disclosure of contingent assets and
      liabilities at the date of the financial statements and the reported
      amounts of expenses during the reporting period. Actual results could
      differ from those estimates.
                  Income
      Taxes
                  The
      Company complies with the Financial Accounting Standards Board ("FASB")
      issued FASB Interpretation No. 48, “Accounting
      for Uncertainty in Income Taxes," an interpretation of FASB Statement No.
      109 ("FIN 48"), which provides criteria for the recognition, measurement,
      presentation and disclosure of uncertain tax position. A tax benefit from
      an uncertain position may be recognized only if it is "more likely than
      not" that the position is sustainable based on its technical
      merits.
                  The
      Company complies with SFAS No. 109, “Accounting for Income Taxes,” which
      requires an asset and liability approach to financial accounting and
      reporting for income taxes. 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.




F-10




North
Shore Acquisition Corp.
 (a
corporation in the development stage)
  
 Notes
to Financial Statements


New
      Accounting Pronouncements
                  
                  In
      December 2007, the FASB issued SFAS 141(R), "Business Combinations”. SFAS
      No. 141(R) provides companies with principles and requirements on how an
      acquirer recognizes and measures in its financial statements the
      identifiable assets acquired, liabilities assumed, and any noncontrolling
      interest in the acquiree as well as the recognition and measurement of
      goodwill acquired in a business combination. SFAS No. 141(R) also requires
      certain disclosures to enable users of the financial statements to
      evaluate the nature and financial effects of the business combination.
      Acquisition costs associated with the business combination will generally
      be expensed as incurred. SFAS No. 141(R) is effective for business
      combinations occurring in fiscal years beginning after December 15, 2008,
      which will require the Company to adopt these provisions for business
      combinations occurring in fiscal 2009 and thereafter. Early adoption of
      SFAS No. 141(R) is not permitted. We are currently evaluating the impact
      of applying the provisions of SFAS No. 141(R) on our financial
      statements.
                  
                  In
      December 2007, FASB issued SFAS No. 160, “Noncontrolling Interests in
      Consolidated Financial Statements – an Amendment of ARB No. 51”. SFAS No.
      160 requires reporting entities to present noncontrolling (minority)
      interests as equity as opposed to a liability or mezzanine equity and
      provides guidance on the accounting for transactions between an entity and
      noncontrolling interests. SFAS No. 160 is effective the first fiscal year
      beginning after December 15, 2008, and interim periods within that fiscal
      year. SFAS No. 160 applies prospectively as of the beginning of the fiscal
      year SFAS No. 160 is initially applied, except for the presentation and
      disclosure requirements which are applied retrospectively for all periods
      presented subsequent to adoption. The adoption of SFAS No. 160 will not
      have a material impact on the Company’s financial statements; however, it
      could impact future transactions entered into by the Company.
                  
                  In
      March 2008, the FASB issued SFAS No. 161, “Disclosures about Derivative
      Instruments and Hedging Activities – an amendment to FASB Statement No.
      133”. SFAS No. 161 is intended to improve financial standards for
      derivative instruments and hedging activities by requiring enhanced
      disclosures to enable investors to better understand their effects on an
      entity's financial position, financial performance, and cash flows.
      Entities are required to provide enhanced disclosures about: (a) how and
      why an entity uses derivative instruments; (b) how derivative instruments
      and related hedged items are accounted for under Statement 133 and its
      related interpretations; and (c) how derivative instruments and related
      hedged items affect an entity’s financial position, financial performance,
      and cash flows. It is effective for financial statements issued for fiscal
      years beginning after November 15, 2008, with early adoption encouraged.
      The adoption of this statement is not expected to have a material effect
      on the Company’s financial statements.
                  The
      Company does not believe that any other recently issued, but not yet
      effective, accounting pronouncements if currently adopted would have a
      material effect on the accompanying financial
      statements.




F-11




North
Shore Acquisition Corp.
 (a
corporation in the development stage)
  
 Notes
to Financial Statements


Redeemable
      Common Stock
                  
                  The
      Company accounts for redeemable common stock in accordance with Emerging
      Issue Task Force D-98 “Classification and Measurement of Redeemable
      Securities”. Securities that are redeemable for cash or other assets are
      classified outside of permanent equity if they are redeemable at the
      option of the holder. In addition, if the redemption causes a redemption
      event, the redeemable securities should not be classified outside of
      permanent equity. As discussed in Note 1, the Business Combination will
      only be consummated if a majority of the shares of common stock voted by
      the Public Stockholders are voted in favor of the Business Combination and
      Public Stockholders holding less than 40% of common shares sold in the
      Offering exercise their conversion rights. As further discussed in Note 1,
      if a Business Combination is not consummated within 24 months, the Company
      will liquidate. Accordingly, shares have been classified outside of
      permanent equity at redemption value. The Company recognized changes in
      the redemption value immediately as they occur and adjusts the carrying
      value of the redeemable common stock to equal its redemption value at the
      end of each reporting period. The per share redemption price was
      approximately $7.84 at December 31, 2008.3.
                Initial
      Public Offering
                On
      December 7, 2007, the Company sold 6,300,000 units (“Units”) in the
      Offering, and on January 11, 2008 the Company sold an additional 53,000
      units. Each Unit consists of one share of the Company’s common stock,
      $.0001 par value, and one Redeemable Common Stock Purchase Warrant(s)
      (“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 six months after the completion of a Business Combination
      orNovember
      30, 2008 and expiring November 29, 2012. The Warrants will be redeemable,
      at the Company’s option, with the prior consent of EarlyBirdCapital, Inc.,
      the representative of the underwriters in the Offering (“Underwriters”),
      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 $11.50 per share for any 20 trading days within a
      30 trading day period ending on the third day prior to the date on which
      notice of redemption is given. If the Company redeems the Warrants as
      described above, management will have the option to require any holder
      that wishes to exercise his Warrant to do so on a “cashless basis.” In
      such event, the holder would pay the exercise price by surrendering his
      Warrants for that number of shares of Common Stock equal to the quotient
      obtained by dividing (x) the product of the number of shares of Common
      Stock underlying the Warrants, multiplied by the difference between the
      exercise price of the Warrants and the “fair market value” (defined below)
      by (y) the fair market value. The “fair market value” shall mean the
      average reported last sale price of the Common Stock for the 10 trading
      days ending on the third trading day prior to the date on which the notice
      of redemption is sent to holders of Warrants. In accordance with the
      warrant agreement relating to the Warrants to be sold and issued in the
      Proposed Offering, the Company is only required to use its best efforts to
      maintain the effectiveness of the registration statement covering the
      Warrants. The Company will not be obligated to deliver securities, and
      there are no contractual penalties for failure to deliver securities, if a
      registration statement is not effective at the time of exercise.
      Additionally, in the event that a registration is not effective at the
      time of exercise, the holder of such Warrant shall not be entitled to
      exercise such Warrant and in no event (whether in the case of a
      registration statement not being effective or otherwise) will the Company
      be required to net cash settle the warrant exercise. Consequently, the
      Warrants may expire unexercised and
unredeemed.




F-12




North
Shore Acquisition Corp.
 (a
corporation in the development stage)
  
 Notes
to Financial Statements


The
      Company agreed to pay the Underwriter in the Offering an underwriting
      discount of 6.5% of the gross proceeds of the Offering and a
      non-accountable expense allowance of 0.5% of the gross proceeds of the
      Offering. However, the Underwriter has agreed that 3.0% of the
      underwriting discount will not be payable unless and until the Company
      completes a Business Combination and has waived their right to receive
      such payment upon the Company's liquidation if it is unable to complete a
      Business Combination. In connection with this Offering, the Company also
      issued an option (“Option”), for $100, to the Underwriter to purchase
      420,000 Units at an exercise price of $8.80 per Unit. The Units issuable
      upon exercise of the Option are identical to the Units sold in the
      Offering. The Company intends to account for the fair value of the Option,
      inclusive of the receipt of the $100 cash payment, as an expense of the
      Offering resulting in a charge directly to stockholders’ equity. The
      Company estimates that the fair value of the Option is approximately
      $823,200 ($1.96 per Unit) using a Black-Scholes option-pricing model. The
      fair value of the Option granted to the Underwriter is estimated as of the
      date of grant using the following assumptions: (1) expected volatility of
      20.43%, (2) risk-free interest rate of 4.82% and (3) expected life of 5
      years. The Option may be exercised for cash or on a "cashless" basis, at
      the holder's option, such that the holder may use the appreciated value of
      the Option (the difference between the exercise prices of the Option and
      the underlying Warrants and the market price of the Units and underlying
      securities) to exercise the option without the payment of any cash. The
      Company will have no obligation to net cash settle the exercise of the
      unit purchase option or the Warrants underlying the unit purchase option.
      The holder of the unit purchase option will not be entitled to exercise
      the unit purchase option or the Warrants underlying the unit purchase
      option unless a registration statement covering the securities underlying
      the unit purchase option is effective or an exemption from registration is
      available. If the holder is unable to exercise the Option or underlying
      Warrants, the Option or Warrants, as applicable, will expire
      worthless.




F-13




North
Shore Acquisition Corp.
 (a
corporation in the development stage)
  
 Notes
to Financial Statements


4.
                    Fair
      Value Measurements
                    Financial
      Assets at Fair Value as of December 31, 2008:




Fair Value as
                  of
                
                Quoted Prices
                  in
                
                Significant
                  other
                
                SignificantDecember
                  31,
                
                Active Markets
                
                Observable
                  Inputs
                
                Unobservable
                  Inputs2008
                
                (Level 1)
                
                (Level 2)
                
                (Level 3)Investments
      held in Trust
                
                
                49,833,790
                
                
                
                49,833,790
                
                
                
                —
                
                
                
                —49,833,790
                
                
                
                49,833,790
                
                
                
                —
                
                
                
                —





Effective
      January 1, 2008, the Company adopted SFAS No. 157, Fair Value Measurement,
      for its financial assets and liabilities that are re-measured and reported
      at fair value at each reporting period, and non-financial assets and
      liabilities that are re-measured and reported at fair value at least
      annually. In accordance with the provisions of FSP No. FAS 157-2, Effective Date of FASB
      Statement No. 157,the Company has elected to defer implementation
      of SFAS No. 157 as it relates to its non-financial assets and
      non-financial liabilities that are recognized and disclosed at fair value
      in the financial statements on a nonrecurring basis until January 1, 2009.
      The Company is evaluating the impact, if any, this standard will have on
      its non-financial assets and liabilities.
                    
                    The
      adoption of SFAS No. 157 to the Company’s financial assets and liabilities
      and non-financial assets and liabilities that are re-measured and reported
      at fair value at least annually did not have an impact on the Company’s
      financial results.
                    
                    The
      table above presents information about the Company’s assets and
      liabilities that are measured at fair value on a recurring basis as of
      December 31, 2008, and indicates the fair value hierarchy of the valuation
      techniques the Company utilized to determine such fair value. In general,
      fair values determined by Level 1 inputs utilize quoted prices
      (unadjusted) in active markets for identical assets or liabilities. Fair
      values determined by Level 2 inputs utilize data points that are
      observable such as quoted prices, interest rates and yield curves. Fair
      values determined by Level 3 inputs are unobservable data points for the
      asset or liability, and includes situations where there is little, if any,
      market activity for the asset or liability.
                    
                    The
      fair values of the Company’s investments held in the Trust Account are
      determined through market, observable and corroborated
      sources.




F-14


North
Shore Acquisition Corp.
 (a
corporation in the development stage)
  
 Notes
to Financial Statements


5.
                Income
      Taxes
                The
      current tax provision is comprised of the
  following:





June 26, 2007
                      
                      
                      June 26, 2007For the year
                        ended
                      
                      
                      (date of
                        inception) to
                      
                      
                      (date of
                        inception)toDecember 31,
                        2008
                      
                      
                      December 31,
                        2007
                      
                      
                      December 31,
                        2008Federal
                      
                      $
                      227,947
                      
                      
                      $
                      20,500
                      
                      
                      $
                      248,447State
                      
                      
                      63,324
                      
                      
                      
                      16,000
                      
                      
                      
                      79,324Total
                      
                      $
                      291,271
                      
                      
                      $
                      36,500
                      
                      
                      $
                      327,771







The
      Company has not begun its trade or business for U.S. tax purposes.
      Accordingly, it could not yet recognize losses for expenditures. As a
      result a deferred tax asset of approximately $118,000 was established for
      the book loss recorded as well as a fully offsetting valuation
      allowance.
                  The
      reconciliation of the effective tax rate to the statutory tax rate
      due:





For the Period endedDecember 31,2008
                  
                  
                  2007U.S.
      statutory federal tax rate
                  
                  
                  34
                  %
                  
                  
                  34
                  %Non-Deductible
      Formation costs
                  
                  
                  26
                  %
                  
                  
                  10
                  %State
      taxes
                  
                  
                  16
                  %
                  
                  
                  16
                  %Effective
      tax rate
                  
                  
                  76
                  %
                  
                  
                  60
                  %





6.
                Commitments
                The
      Company presently occupies office space provided by an affiliate of the
      Company’s Chairman of the Board, President, and Vice President. Such
      affiliate has agreed that, until the Company consummates a Business
      Combination, 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
      $8,000 per month for such services commencing on the effective date of the
      Offering.
                  
                  Pursuant
      to letter agreements with the Company and the Underwriter, the Initial
      Stockholders have waived their right to receive distributions with respect
      to their founding shares upon the Company's
  liquidation.




F-15


North
Shore Acquisition Corp.
 (a
corporation in the development stage)
  
 Notes
to Financial Statements





All
      of the Initial Stockholders purchased 1,600,000 Warrants (“Insider
      Warrants”) at $1.00 per Warrant (for an aggregate purchase price of
      $1,600,000) privately from the Company upon consummation of the Offering.
      All of the proceeds received from these purchases were placed in the Trust
      Account. The Insider Warrants are identical to the Warrants underlying the
      Units being offered in the Proposed Offering except that if the Company
      calls the Warrants for redemption, the Insider Warrants may be exercisable
      on a “cashless basis,” at the holder’s option (except in the case of a
      forced cashless exercise upon the Company’s redemption of the Warrants, as
      described above), so long as such securities are held by such purchasers
      or their affiliates. Furthermore, the purchasers have agreed that the
      Insider Warrants will not be sold or transferred by them until after the
      Company has completed a Business Combination.
                  
                  The
      Initial Stockholders and holders of the Insider Warrants (or underlying
      securities) are entitled to registration rights with respect to their
      founding shares or Insider Warrants (or underlying securities), as the
      case may be, pursuant to an agreement dated November 30, 2007. The holders
      of the majority of the founding shares are entitled to demand that the
      Company register these shares at any time commencing three months prior to
      the first anniversary of the consummation of a Business Combination. The
      holders of the Insider Warrants (or underlying securities) are entitled to
      demand that the Company register such securities at any time after the
      Company consummates a Business Combination. In addition, the Initial
      Stockholders and holders of the Insider Warrants (or underlying
      securities) have certain “piggy-back” registration rights on registration
      statements filed after the Company’s consummation of a Business
      Combination.





7.
                Basic
      and Diluted Earnings Per Share





For the year
                    ended
                    December
                    31, 2008
                  
                  
                  June 26, 2007
                    (inception) to
                    December 31,
                    2007
                  
                  
                  June 26, 2007
                    (inception) to
                    December 31,
                    2008Weighted
      average number of common shares outstanding:
                  
                  
                  7,945,895
                  
                  
                  
                  2,644,583
                  
                  
                  
                  6,140,583Dilutive
      potential common shares outstanding from warrants
                  
                  
                  2,366,847
                  
                  
                  
                  298,564
                  
                  
                  
                  1,659,919Diluted
      weighted average shares
                  
                  
                  10,312,742
                  
                  
                  
                  2,943,147
                  
                  
                  
                  7,800,502





8.
                Preferred
      Stock
                The
      Company is authorized to issue 1,000,000 shares of preferred stock with
      such designations, voting and other rights and preferences as may be
      determined from time to time by the Board of Directors.
                  
                  The
      agreement with the underwriters prohibits the Company, prior to a Business
      Combination, from issuing preferred stock which participates in the
      proceeds of the Trust Account or which votes as a class with the Common
      Stock on a Business Combination.  As of December 31, 2008 and
      2007, the Company has not issued shares of preferred
      stock.


F-16
 North
Shore Acquisition Corp.
 (a
corporation in the development stage)
  
 Notes
to Financial Statements


9.
                  Common
      Stock
                  At
      December 31, 2008, 8,373,000 shares of common stock were reserved for
      issuance upon exercise of the Warrants and the
  Option.




F-17





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
March 2009.





NORTH
      SHORE ACQUISITION
      CORP.By:
                          /s/
      Barry J.
      GordonBarry
      J. GordonChairman
      of the Board and Chief Executive
                            Officer
      (Principal Executive
Officer)





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





Name
                                                    
                                                    Title
                                                    
                                                    Date/s/ Barry J. Gordon
                                                    
                                                    Chairman
      of the Board and Chief Executive
                                                    
                                                    March
      10, 2009Barry
      J. Gordon
                                                    
                                                    Officer
      (Principal Executive Officer)/s/ Marc H. Klee
                                                    
                                                    President,
      Chief Financial Officer, Secretary
                                                    
                                                    March
      10, 2009Marc
      H. Klee
                                                    
                                                    and
      Director (Principal Accounting Officer and Principal Financial
      Officer)/s/ Arthur H. Goldberg
                                                    
                                                    Director
                                                    
                                                    March
      10, 2009Arthur
      H. Goldberg/s/ Robert Sroka
                                                    
                                                    Director
                                                    
                                                    March
      10, 2009Robert
      Sroka