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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549





FORM 10-Q





(Mark One)

|x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ---------------------------------------------------------------------------------------

For the quarterly period ended March 31, 2008

OR



| ̈ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------------

For the transition period from  to

Commission file number 001-33385





GLOBAL BPO SERVICES CORP.

(Exact Name of Registrant as Specified in Its
Charter)







|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Delaware                                                       |  | 26-0420454                          
|(State or Other Jurisdiction of Incorporation or Organization) |  | (I.R.S. Employer Identification No.)



|                                         |  |           
|---------------------------------------- |  | ----------
|125 High Street, 30thFloor, Boston, MA   |  | 02110     
|(Address of Principal Executive Offices) |  | (Zip Code)

(617) 517- 3252

(Registrants Telephone Number, Including Area Code)

N/A

(Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report)





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

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 x

Smaller reporting company   ̈    (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   ̈

Indicate the number of shares outstanding of each of the issuers classes of common stock, as of the latest practicable date: 39,062,500 shares of common stock, par
value $.001 per share, as of April 30, 2008.









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GLOBAL BPO SERVICES CORP.

TABLE OF CONTENTS



|                                                                                                                                                    |  |   
|--------------------------------------------------------------------------------------------------------------------------------------------------- |  | --
|PART I. FINANCIAL INFORMATION                                                                                                                       |  |   
|                                                                                                                                                    | 
|Item 1. Financial Statements (unaudited)                                                                                                            |  |   
|                                                                                                                                                    | 
|Balance Sheets as of March 31, 2008 and December 31, 2007                                                                                           |  | 3 
|                                                                                                                                                    | 
|Statements of Operations for the period from June 26, 2007 (date of inception) through March 31, 2008 and for the three months ended March 31, 2008 |  | 4 
|                                                                                                                                                    | 
|Statement of Stockholders Equity for the period from June 26, 2007 (date of inception) through March 31, 2008                                      |  | 5 
|                                                                                                                                                    | 
|Statements of Cash Flows for the period from June 26, 2007 (date of inception) through March 31, 2008 and for the three months ended March 31, 2008 |  | 6 
|                                                                                                                                                    | 
|Notes to Financial Statements                                                                                                                       |  | 7 
|                                                                                                                                                    | 
|Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations                                                       |  | 13
|                                                                                                                                                    | 
|Item 3. Quantitative and Qualitative Disclosures About Market Risk                                                                                  |  | 14
|                                                                                                                                                    | 
|Item 4. Controls and Procedures                                                                                                                     |  | 14
|                                                                                                                                                    | 
|PART II. OTHER INFORMATION                                                                                                                          |  |   
|                                                                                                                                                    | 
|Item 1A. Risk Factors                                                                                                                               |  | 15
|                                                                                                                                                    | 
|Item 2. Unregistered Sales of Equity Securities and Use of Proceeds                                                                                 |  | 15
|                                                                                                                                                    | 
|Item 6. Exhibits                                                                                                                                    |  | 16



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Global BPO Services Corp.

(A Development Stage Company)

CONSOLIDATED BALANCE SHEETS

as of
March 31, 2008

and December 31, 2007

(unaudited)



|                                                                                                                                                                                                                     |  |               |             |                  |   |            
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------- | ----------- | ---------------- | - | -----------
|                                                                                                                                                                                                                     |  | March 31,2008 |             | December 31,2007
|ASSETS:                                                                                                                                                                                                              |  |               |             |                  |   |            
|Current Assets:                                                                                                                                                                                                      |  |               |             |                  |   |            
|Cash and cash equivalents                                                                                                                                                                                            |  | $             | 2,592,774   |                  | $ | 1,161,406  
|Cash and cash equivalents held in trust account                                                                                                                                                                      |  |               | 245,862,033 |                  |   | 246,300,000
|Accrued interest held in trust account                                                                                                                                                                               |  |               | 595,397     |                  |   | 913,300    
|Prepaid expenses                                                                                                                                                                                                     |  |               | 229,920     |                  |   | 151,183    
|                                                                                                                                                                                                                     |  |               |             |                  |   |            
|Total current assets                                                                                                                                                                                                 |  |               | 249,280,124 |                  |   | 248,525,889
|Equipment, net of accumulated depreciation of $5,304 and $1,658                                                                                                                                                      |  |               | 35,937      |                  |   | 27,350     
|Deferred transaction costs                                                                                                                                                                                           |  |               | 1,422,929   |                  |   | 164,540    
|                                                                                                                                                                                                                     |  |               |             |                  |   |            
|TOTAL ASSETS                                                                                                                                                                                                         |  | $             | 250,738,990 |                  | $ | 248,717,779
|                                                                                                                                                                                                                     |  |               |             |                  |   |            
|LIABILITIES AND STOCKHOLDERS EQUITY:                                                                                                                                                                                |  |               |             |                  |   |            
|Current Liabilities:                                                                                                                                                                                                 |  |               |             |                  |   |            
|Deferred underwriting fee                                                                                                                                                                                            |  | $             | 7,500,000   |                  | $ | 7,500,000  
|Accounts payable and accrued expenses                                                                                                                                                                                |  |               | 1,305,913   |                  |   | 302,709    
|Accrued income taxes                                                                                                                                                                                                 |  |               | 575,740     |                  |   | 760,000    
|                                                                                                                                                                                                                     |  |               |             |                  |   |            
|Total current liabilities                                                                                                                                                                                            |  |               | 9,381,653   |                  |   | 8,562,709  
|                                                                                                                                                                                                                     |  |               |             |                  |   |            
|Common stock subject to possible conversion (9,374,999 shares at conversion value)                                                                                                                                   |  |               | 73,905,340  |                  |   | 73,874,992 
|                                                                                                                                                                                                                     |  |               |             |                  |   |            
|Commitments (Note 5)                                                                                                                                                                                                 |  |               |             |                  |   |            
|                                                                                                                                                                                                                     |  |              
|Stockholders Equity:                                                                                                                                                                                                |  |               |             |                  |   |            
|Preferred stock, par value $.001 per share, 1,000,000 shares authorized; none outstanding                                                                                                                            |  |               |            |                  |   |           
|Common stock, par value $.001 per share, 119,000,000 shares authorized; 29,687,501 shares issued and outstanding (excluding 9,374,999 shares
subject to possible conversion) at March 31, 2008 and December 31, 2007 |  |               | 29,688      |                  |   | 29,688     
|Additional paid-in-capital                                                                                                                                                                                           |  |               | 165,103,148 |                  |   | 165,133,496
|Retained earnings accumulated in development stage                                                                                                                                                                   |  |               | 2,319,161   |                  |   | 1,116,894  
|                                                                                                                                                                                                                     |  |               |             |                  |   |            
|Total stockholders equity                                                                                                                                                                                           |  |               | 167,451,997 |                  |   | 166,280,078
|                                                                                                                                                                                                                     |  |               |             |                  |   |            
|TOTAL LIABILITIES AND STOCKHOLDERS EQUITY                                                                                                                                                                           |  | $             | 250,738,990 |                  | $ | 248,717,779
|                                                                                                                                                                                                                     |  |               |             |                  |   |            

See Notes to Consolidated Financial Statements



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Global BPO Services Corp.

(A Development Stage Company)

CONSOLIDATED STATEMENT OF OPERATIONS

(unaudited)



|                                                                                   |  |                                         |            |   |                                                                         |   |           |  
|---------------------------------------------------------------------------------- |  | --------------------------------------- | ---------- | - | ----------------------------------------------------------------------- | - | --------- | -
|                                                                                   |  | For the threemonths endedMarch 31, 2008 |            |   | For the periodfromJune 26, 2007(date of inception)throughMarch 31, 2008 |  
|Interest Income                                                                    |  | $                                       | 2,139,491  |   |                                                                         | $ | 4,258,918 |  
|Expenses:                                                                          |  |                                         |            |   |                                                                         |   |           |  
|Formation, general and administrative expenses                                     |  |                                         | 237,224    |   |                                                                         |   | 453,700   |  
|Administrative fees paid to Trillium Capital LLC.                                  |  |                                         | 30,000     |   |                                                                         |   | 52,633    |  
|Interest expense to certain founding stockholders                                  |  |                                         |           |   |                                                                         |   | 3,424     |  
|                                                                                   |  |                                         |            |   |                                                                         |   |           |  
|Total expenses                                                                     |  |                                         | 267,224    |   |                                                                         |   | 509,757   |  
|                                                                                   |  |                                         |            |   |                                                                         |   |           |  
|Income before provision for income taxes                                           |  |                                         | 1,872,267  |   |                                                                         |   | 3,749,161 |  
|Provision for income taxes                                                         |  |                                         | 670,000    |   |                                                                         |   | 1,430,000 |  
|                                                                                   |  |                                         |            |   |                                                                         |   |           |  
|Net income for the period                                                          |  | $                                       | 1,202,267  |   |                                                                         | $ | 2,319,161 |  
|Accretion of trust account relating to common stock subject to possible conversion |  |                                         | (30,348    | ) |                                                                         |   | (30,348   | )
|                                                                                   |  |                                         |            |   |                                                                         |   |           |  
|Net income attributable to common stockholders                                     |  | $                                       | 1,171,919  |   |                                                                         | $ | 2,288,813 |  
|                                                                                   |  |                                         |            |   |                                                                         |   |           |  
|Weighted average common shares outstanding subject to possible conversion          |  |                                         | 9,374,999  |   |                                                                         |   |           |  
|                                                                                   |  |                                         |            |   |                                                                         |   |           |  
|Basic and diluted net income per share subject to possible conversion              |  | $                                       | .00        |   |                                                                         |   |           |  
|                                                                                   |  |                                         |            |   |                                                                         |   |           |  
|Weighted average common shares outstanding  basic and diluted                     |  |                                         | 29,687,501 |   |                                                                         |   |           |  
|                                                                                   |  |                                         |            |   |                                                                         |   |           |  
|Earnings per share  basic and diluted                                             |  | $                                       | .04        |   |                                                                         |   |           |  
|                                                                                   |  |                                         |            |   |                                                                         |   |           |  

See Notes to Consolidated Financial Statements



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GLOBAL BPO SERVICES CORP.

(A Development Stage Company)

CONSOLIDATED STATEMENT OF STOCKHOLDERS EQUITY

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

(unaudited)



|                                                                                                                                                                                                                                               |  |              |   |  |            |        |   |                                              |   |             |       |  |       |           |  |   |             |  
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------ | - |  | ---------- | ------ | - | -------------------------------------------- | - | ----------- | ----- |  | ----- | --------- |  | - | ----------- | -
|                                                                                                                                                                                                                                               |  | Common Stock |   |  | Additional |        |   | RetainedEarningsAccumulatedin theDevelopment |   |             |      
|                                                                                                                                                                                                                                               |  | Shares       |   |  | Amount     |        |   | Paid-in-Capital                              |   |             | Stage |  | Total |          
|Issuance of common stock to founding stockholders                                                                                                                                                                                              |  | 8,984,374    |   |  | $          | 8,984  |   |                                              | $ | 41,016      |       |  | $     |          |  | $ | 50,000      |  
|Proceeds from sale of underwriters purchase option                                                                                                                                                                                             |  |             |   |  |            |       |   |                                              |   | 100         |       |  |       |          |  |   | 100         |  
|Proceeds from issuance of warrants to founding stockholders                                                                                                                                                                                    |  |             |   |  |            |       |   |                                              |   | 7,500,000   |       |  |       |          |  |   | 7,500,000   |  
|Sale of 31,250,000 units through public offering net of underwriters discount of $17,500,000 and offering expenses of $1,005,363 and net
of $73,874,992 proceeds allocable to 9,374,999 shares of common stock subject to possible conversion |  | 21,875,001   |   |  |            | 21,875 |   |                                              |   | 157,597,770 |       |  |       |          |  |   | 157,619,645 |  
|Common shares repurchased from founding stockholders                                                                                                                                                                                           |  | (1,171,874   | ) |  |            | (1,171 | ) |                                              |   | (5,390      | )     |  |       |          |  |   | (6,561      | )
|Net income for the period from June 26, 2007 to December 31, 2007                                                                                                                                                                              |  |             |   |  |            |       |   |                                              |   |            |       |  |       | 1,116,894 |  |   | 1,116,894   |  
|                                                                                                                                                                                                                                               |  |              |   |  |            |        |   |                                              |   |             |       |  |       |           |  |   |             |  
|Balance at December 31, 2007                                                                                                                                                                                                                   |  | 29,687,501   |   |  |            | 29,688 |   |                                              |   | 165,133,496 |       |  |       | 1,116,894 |  |   | 166,280,078 |  
|Net income for the three month period ended March 31, 2008                                                                                                                                                                                     |  |             |   |  |            |       |   |                                              |   |            |       |  |       | 1,202,267 |  |   | 1,202,267   |  
|Accretion of Trust Account relating to common stock subject to possible conversion                                                                                                                                                             |  |             |   |  |            |       |   |                                              |   | (30,348     | )     |  |       |          |  |   | (30,348     | )
|                                                                                                                                                                                                                                               |  |              |   |  |            |        |   |                                              |   |             |       |  |       |           |  |   |             |  
|Balance at March 31, 2008                                                                                                                                                                                                                      |  | 29,687,501   |   |  | $          | 29,688 |   |                                              | $ | 165,103,148 |       |  | $     | 2,319,161 |  | $ | 167,451,997 |  
|                                                                                                                                                                                                                                               |  |              |   |  |            |        |   |                                              |   |             |       |  |       |           |  |   |             |  

See Notes to Consolidated Financial Statements



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GLOBAL BPO SERVICES CORP.

(A Development Stage Company)

CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)



|                                                                                                                                      |  |                                         |            |   |                                                                      |   |              |  
|------------------------------------------------------------------------------------------------------------------------------------- |  | --------------------------------------- | ---------- | - | -------------------------------------------------------------------- | - | ------------ | -
|                                                                                                                                      |  | For the threemonths endedMarch 31, 2008 |            |   | For the periodfrom June 26, 2007(date of inception)to March 31, 2008 |  
|Cash flows from operating activities:                                                                                                 |  |                                         |            |   |                                                                      |   |              |  
|Net income for the period                                                                                                             |  | $                                       | 1,202,267  |   |                                                                      | $ | 2,319,161    |  
|Adjustments to reconcile net income to net cash used in operating activities:                                                         |  |                                         |            |   |                                                                      |   |              |  
|Depreciation                                                                                                                          |  |                                         | 3,646      |   |                                                                      |   | 5,304        |  
|Interest income                                                                                                                       |  |                                         | (2,139,491 | ) |                                                                      |   | (4,258,918   | )
|Changes in working capital related items:                                                                                             |  |                                         |            |   |                                                                      |   |              |  
|Prepaid expenses                                                                                                                      |  |                                         | (78,737    | ) |                                                                      |   | (229,920     | )
|Accounts payable, accrued expenses and accrued income taxes                                                                           |  |                                         | (439,445   | ) |                                                                      |   | 458,724      |  
|                                                                                                                                      |  |                                         |            |   |                                                                      |   |              |  
|Net cash used in operating activities                                                                                                 |  |                                         | (1,451,760 | ) |                                                                      |   | (1,705,649   | )
|                                                                                                                                      |  |                                         |            |   |                                                                      |   |              |  
|Cash flows from investing activities:                                                                                                 |  |                                         |            |   |                                                                      |   |              |  
|Purchase of equipment, net                                                                                                            |  |                                         | (12,233    | ) |                                                                      |   | (41,241      | )
|Cash contributed to trust account                                                                                                     |  |                                         |           |   |                                                                      |   | (246,300,000 | )
|Interest income on cash and cash equivalents                                                                                          |  |                                         | 2,457,394  |   |                                                                      |   | 3,663,521    |  
|Reinvestment of interest income                                                                                                       |  |                                         | (2,457,394 | ) |                                                                      |   | (3,663,521   | )
|Withdrawal from trust account for working capital purposes                                                                            |  |                                         | 2,895,361  |   |                                                                      |   | 4,101,488    |  
|                                                                                                                                      |  |                                         |            |   |                                                                      |   |              |  
|Net cash provided by (used in) investing activities                                                                                   |  |                                         | 2,883,128  |   |                                                                      |   | (242,239,753 | )
|                                                                                                                                      |  |                                         |            |   |                                                                      |   |              |  
|Cash flows from financing activities:                                                                                                 |  |                                         |            |   |                                                                      |   |              |  
|Proceeds from issuance of common stock to founding stockholders                                                                       |  |                                         |           |   |                                                                      |   | 50,000       |  
|Proceeds from notes payable to stockholders                                                                                           |  |                                         |           |   |                                                                      |   | 200,000      |  
|Repayment of notes payable to stockholders                                                                                            |  |                                         |           |   |                                                                      |   | (200,000     | )
|Proceeds from issuance of warrants to founding stockholders                                                                           |  |                                         |           |   |                                                                      |   | 7,500,000    |  
|Proceeds from sale of underwriters purchase option                                                                                   |  |                                         |           |   |                                                                      |   | 100          |  
|Portion of net proceeds from sale of units through public offering allocable to shares of common stock subject to possible
conversion |  |                                         |           |   |                                                                      |   | 73,874,992   |  
|Re-purchase of common shares from founding stockholders                                                                               |  |                                         |           |   |                                                                      |   | (6,561       | )
|Net proceeds from sale of units through public offering                                                                               |  |                                         |           |   |                                                                      |   | 165,119,645  |  
|                                                                                                                                      |  |                                         |            |   |                                                                      |   |              |  
|Net cash provided by financing activities                                                                                             |  |                                         |           |   |                                                                      |   | 246,538,176  |  
|                                                                                                                                      |  |                                         |            |   |                                                                      |   |              |  
|Net increase in cash and cash equivalents                                                                                             |  |                                         | 1,431,368  |   |                                                                      |   | 2,592,774    |  
|Cash and cash equivalents, beginning of period                                                                                        |  |                                         | 1,161,406  |   |                                                                      |   |             |  
|                                                                                                                                      |  |                                         |            |   |                                                                      |   |              |  
|Cash and cash equivalents, end of period                                                                                              |  | $                                       | 2,592,774  |   |                                                                      | $ | 2,592,774    |  
|                                                                                                                                      |  |                                         |            |   |                                                                      |   |              |  
|Supplemental disclosure of non-cash financing and investing activities:                                                               |  |                                         |            |   |                                                                      |   |              |  
|Deferred transaction costs incurred                                                                                                   |  | $                                       | 1,258,389  |   |                                                                      | $ | 1,422,929    |  
|Accrued interest held in trust account                                                                                                |  | $                                       | (317,903   | ) |                                                                      | $ | 595,397      |  
|Fair value of underwriting purchase option included in offering costs                                                                 |  | $                                       |           |   |                                                                      | $ | 4,593,567    |  
|Deferred underwriting fee                                                                                                             |  | $                                       |           |   |                                                                      | $ | 7,500,000    |  
|Accretion of trust account relating to common stock subject to possible conversion                                                    |  | $                                       | 30,348     |   |                                                                      | $ | 30,348       |  
|Cash paid for:                                                                                                                        |  |                                         |            |   |                                                                      |   |              |  
|Income Taxes                                                                                                                          |  | $                                       | 840,456    |   |                                                                      | $ | 840,456      |  
|Interest                                                                                                                              |  | $                                       |           |   |                                                                      | $ | 3,424        |  

See Notes to Consolidated Financial Statements



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GLOBAL BPO SERVICES CORP.

(A Development Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2008

(unaudited)

NOTE 1. ORGANIZATION AND BUSINESS OPERATIONS

Global BPO Services Corp. (the Company), was incorporated in
Delaware on June 26, 2007 as a blank check development stage company to acquire, through a merger, capital stock exchange, asset or stock acquisition, exchangeable share transaction or other similar business combination (each a Business
Combination) one or more domestic or international operating businesses in the business process outsourcing industry.

As of
March 31, 2008, the Company had not yet commenced any operations. All activity through March 31, 2008 relates to the Companys formation and the public offering as well as activities to identify a suitable business combination as
described below.

The Company consummated its initial public offering (the Offering) which is discussed in Note 3. The
Companys management has broad discretion with respect to the specific application of the net proceeds of the Offering, although substantially all of the net proceeds of the Offering are intended to be generally applied toward consummating a
Business Combination. There is no assurance that the Company will be able to successfully consummate a Business Combination. Upon the closing of the Offering, 98.5% of the proceeds were deposited in a trust account (Trust Account) and
invested only in government securities or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940 until the earlier of (i) the consummation of a first Business
Combination or (ii) liquidation of the Company. 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 30% or more
of the shares issued in the Offering vote against the proposed Business Combination and exercise their conversion rights described below, the Business Combination will not be consummated. The Companys Founding Stockholders (as defined below)
will not have such conversion rights with respect to any shares of common stock owned by them. All of the Companys stockholders prior to the Offering, including all of the officers, including the Companys former chief financial officer,
directors and members of the strategic advisory council of the Company (Founding Stockholders), have agreed to vote their founding and open market purchases of 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, other than a Founding Stockholder, who voted against
the Business Combination, may demand that the Company convert his or her shares. The per share conversion price will equal the amount in the Trust Account, calculated as of two business days prior to the proposed consummation of the 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 up to 29.99% of the aggregate number of shares owned by all Public Stockholders
may seek conversion of their shares in the event of a Business Combination. For consolidated financial statements purposes the Company has presented the maximum potential payments to dissenting shareholders of $73,905,340 at March 31, 2008 as
common stock subject to possible conversion in the accompanying balance sheet representing a maximum of 9,374,999 common shares that could elect to convert their shares and still have a transaction able to be consummated. Such Public Stockholders
are entitled to receive their per share interest in the Trust Account computed without regard to the shares held by the Founding Stockholders.

The Companys second amended and restated certificate of incorporation provides for the Companys common stock to have a par value of $0.001 per share and, on June 29, 2007, the Company issued 100 shares to its Chairman
of the Board of Directors, Chief Executive Officer, President and Interim Chief Financial Officer. On July 9, 2007, the Company issued a further 8,984,274 shares to its Founding Stockholders for a combined total capital contribution of $50,000
for the two issuances. The Companys second amended and restated certificate of incorporation states that a mandatory dissolution of the Company and subsequent liquidation of the funds held in the Trust Account will occur in the event that the
Company does not consummate a Business Combination within 24 months from the date of the prospectus relating to the Offering. It also provides that 24 months from the date of the prospectus related to the Offering, the Companys corporate
existence will cease. Since the underwriters over-allotment option was not exercised, 1,171,874 shares issued to the Founding Stockholders were redeemed on November 19, 2007 for $6,561. In the event of dissolution and liquidation, it is
likely that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be less than the initial public offering price per share in the Offering (assuming no value is attributed to the
Warrants contained in the Units offered in the Offering discussed in Note 3). The second amended and restated certificate of incorporation was filed on October 17, 2007 and authorizes 1,000,000 shares of preferred stock and 119,000,000
shares of common stock.



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NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The consolidated financial
statements include the accounts of the Company and its wholly owned subsidiary Global BPO Security Corporation. The Company has been formed as a special purpose acquisition company with the purpose to acquire a company operating in the business
process outsourcing industry. All intercompany balances have been eliminated in consolidation.

Use of Estimates

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

Cash Equivalents

The Company considers all highly liquid investments with original maturities of three months or less to be cash equivalents.

Concentration of Credit Risk

Financial instruments
that potentially subject the Company to credit risk consist of cash and cash equivalents. The Companys policy is to limit the amount of credit exposure to any one financial institution and place investments with financial institutions
evaluated as being creditworthy, or in short-term money market funds which are exposed to minimal interest rate and credit risk.

Equipment

Equipment consists of computer equipment and is recorded at cost. Depreciation is recorded on a straight-line basis over the estimated
useful life of three years. Repairs and maintenance are expensed as incurred.

Income Taxes

Deferred income tax assets and liabilities are computed for differences between the financial statement and tax basis of assets and liabilities that will
result in future taxable or deductible amounts and are based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce
deferred income tax assets to the amount expected to be realized. Deferred income taxes are not material as of March 31, 2008.

Deferred
Transaction Costs

Costs related to proposed acquisitions are capitalized and will be expensed in the event the acquisition does not
occur.

Earnings Per Common Share

Basic earnings per share is computed by dividing net income for the period applicable to common stock by the weighted average common shares outstanding during the period.

Basic earnings 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 earnings per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock
that then shared in the earnings of the entity. The Company has issued 38,750,000 warrants to purchase common stock at an exercise price of $6.00 per share. In addition, the Company issued an option to purchase 1,562,500 units at $9.60 per unit to
its underwriter in the Offering. Each unit consists of one share of common stock and a warrant to purchase one share of common stock at an exercise price of $7.20 per share. The shares issuable upon exercise of the warrants and the
underwriters unit purchase option have been excluded from the calculation of dilutive earning per share since the warrants and the underwriters unit purchase option are exercisable commencing the later of one year or the completion of a
business combination and this contingency has not been resolved.

Basic net income per share subject to possible conversion is calculated
by dividing accretion of the Trust Account relating to common stock subject to possible conversion by the 9,374,999 shares of common stock subject to possible conversion.

$3,250,000 of interest income, net of taxes payable, on all interest earned on the Trust Account may be first withdrawn for working capital purposes. As of March 31, 2008, the withdrawal limit for working capital
has been met; therefore accretion to the trust account in the amount of $30,348 was allocated to common stockholders subject to possible conversion for purposes of computing earnings per share.



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Recently Issued Accounting Standards

In September 2006, the Financial Accounting Standards Board (FASB) issued SFAS No. 157, Fair Value Measurements. The objective of SFAS No. 157 is to increase consistency and
comparability in fair value measurements and to expand disclosures about fair value measurements. SFAS No. 157 defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands
disclosures about fair value measurements. SFAS No. 157 applies under other accounting pronouncements that require or permit fair value measurements. The provisions of SFAS No. 157 are effective for fair value measurements made in fiscal
years beginning after November 15, 2007.

In December 2007, the FASB issued SFAS No. 141 (revised 2007), Business
combinations: (SFAS No. 141R), which replaces SFAS No. 141. SFAS No. 141R establishes principles and requirements for how an acquirer in a business combination recognizes and measures in its financial statements the
identifiable assets acquired, the liabilities assumed, and any controlling interest; recognizes and measures the goodwill acquired in the business combination or a gain from a bargain purchase; and determines what information to disclose to enable
users of the financial statements to evaluate the nature and financial effects of the business combination. SFAS No. 141R is to be applied prospectively to business combinations for which the acquisition date is on or after an entitys
fiscal year that begins after December 15, 2008. Adoption is prospective and early adoption is not permitted. Adoption of SFAS No. 141R will not impact the Companys accounting for business combinations closed prior to its adoption,
but given the nature of the changes noted above, the Company expects its accounting for business combinations occurring subsequent to adoption will be significantly different than that applied following current accounting literature.

On December 4, 2007, the FASB issued SFAS No. 160, Non-controlling Interests in Consolidated Financial Statements (SFAS
No. 160). SFAS No. 160 amends ARB 151 to establish accounting and reporting standards for the non-controlling interest in a subsidiary and for the deconsolidation of a subsidiary by requiring all non-controlling interests in
subsidiaries be reported in the same way, as equity in the financial statements and eliminates the diversity in accounting for transactions between an entity and non-controlling interests by requiring they be treated as equity transactions. SFAS
No. 160 is effective prospectively for fiscal years beginning after December 15, 2008 and may not be applied before that date. The Company is currently evaluating the impact, if any, that the adoption of SFAS No. 160 will have on its
results of operations and financial condition.

NOTE 3. PUBLIC OFFERING

In the Offering, the Company issued 31,250,000 units (Units) at a price of $8.00 per Unit. Proceeds from the Offering totaled approximately
$231,245,000, which was net of approximately $18,505,000 in underwriting fees and other expenses related to the Offering and $250,000 in working capital. Each Unit consists of one share of the Companys common stock, $0.001 par value, and one
redeemable Common Stock Purchase Warrant (Warrant). Each Warrant entitles the holder to purchase from the Company one share of common stock at an exercise price of $6.00 commencing the later of the consummation of a Business Combination
with a target business or one year from the effective date of the Companys registration statement relating to the Offering and expiring four years from October 17, 2007, the effective date of the Companys registration statement. The
Warrants will be redeemable at a price of $0.01 per Warrant upon 30 days notice after the Warrants become exercisable, if, and only if, 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 three business days before the Company sends the notice of redemption. The Company may not redeem the Warrants unless the Warrants and the shares of common stock underlying the Warrants are covered by an effective
registration statement from the beginning of the measurement period through the date fixed for the redemption. In no event will the registered holders of a Warrant be entitled to receive a net cash settlement, stock or other consideration in lieu of
physical settlement in shares of the Companys common stock.



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The Company also sold in a private placement immediately prior to the Offering 7,500,000 warrants for
proceeds of $7,500,000 to certain of its Founding Stockholders. The founder warrants were purchased separately and not in combination with common stock in the form of units. The purchase price of the founder warrants has been added to the proceeds
from the Offering to be held in the Trust Account pending the Companys completion of one or more Business Combinations. If the Company does not complete one or more approved Business Combinations that meet the criteria described in the
Offering, then the $7,500,000 purchase price of the founder warrants will become part of the amount payable to the Companys Public Stockholders upon the liquidation of the Trust Account and the founder warrants will become worthless.

The founder warrants have terms and provisions that are identical to the Warrants sold in the Offering, except that (i) such founder
warrants have been placed in escrow and will not be released before, except in limited circumstances, one year from the consummation of an approved Business Combination, (ii) such founder warrants will be non-redeemable as long as the Founding
Stockholders hold them, (iii) such founder warrants are exercisable in the absence of an effective registration statement covering the shares of common stock underlying the warrants, (iv) such founder warrants may be exercised on a
cashless basis and (v) such founder warrants are being purchased pursuant to an exemption from the registration requirements of the Securities Act and will become freely tradable only after they are registered pursuant to a registration rights
agreement to be signed upon or prior to the consummation of the Offering. The transfer restriction does not apply to transfers made pursuant to registration or an exemption that are occasioned by operation of law or for estate planning purposes,
while remaining in escrow.

The Company believes the purchase price of $1.00 per warrant for the private placement warrants represents the
fair value of such warrants on the date of purchase and accordingly no compensation expense was recognized with respect to the issuance of the founder warrants.

The Company sold the Units issued in the Offering to its underwriters at a price per share equal to $7.44 (a discount of $0.56 per share), resulting in an aggregate underwriting discount to its underwriters of
$17,500,000. The Company also sold to its underwriters, for $100, an option to purchase up to a total of 1,562,500 units. The units issuable upon exercise of this option are identical to those issued in the Offering, except that the warrants
included in the option have an exercise price of $7.20 per share (120% of the exercise price of the warrants included in the units sold in the Offering). This option is exercisable at $9.60 per unit, commencing on the later of the consummation of a
Business Combination and one year from October 17, 2007 and expiring four years from October 17, 2007. The option and the 1,562,500 units, the 1,562,500 shares of common stock and the 1,562,500 warrants underlying such units, and the
1,562,500 shares of common stock underlying such warrants, have been deemed compensation by FINRA and are therefore subject to a 180-day lock-up pursuant to Rule 2710(g)(1) of the NASD Conduct Rules. Additionally, the option may not be sold,
transferred, assigned, pledged or hypothecated for a one-year period (including the foregoing 180-day period) following the effective date of the registration statement except to any underwriter and selected dealer participating in the Offering and
their bona fide officers or partners. The option and its underlying securities have been registered under the registration statement of which the Companys final prospectus forms a part. The Company will have no obligation to net cash settle
the exercise of the option or the warrants underlying the option. The exercise price and number of units issuable upon exercise of the option may be adjusted in certain circumstances including in the event of a stock dividend, extraordinary
dividend, recapitalization, reorganization, merger or consolidation. However, the option will not be adjusted for issuances of common stock at a price below the exercise price of the warrants included in the option. The Company has determined, based
upon a Black-Scholes model, that the fair value of the option on the date of sale was approximately $4.6 million using an expected life of four years, volatility of 48.84% and a risk-free interest rate of 3.98%. The expected volatility of
approximately 48.84% was estimated by management based on an evaluation of the historical volatilities of public entities in the business process outsourcing industry. The Company had no trading history, and as a result it was not possible to value
this option based on historical trades. Management believes that this volatility is a reasonable benchmark to use in estimating the value of this option. The actual volatility of this option will depend on many factors that cannot be precisely
valued. The Company accounted for the fair value of the option as an expense of the public offering resulting in a charge directly to stockholders equity with a corresponding increase to additional paid-in-capital.

NOTE 4. ISSUE OF FOUNDERS SHARES

In June and
July 2007, the Company issued a total of 8,984,374 shares of common stock to its Founding Stockholders (which included 1,171,874 shares that were subject to redemption by the Company in the event that the underwriters over-allotment option was
not exercised), some of whom are also officers and directors of the Company, for total cash proceeds of $50,000. Since the underwriters over-allotment option was not exercised, the Company redeemed a total of 1,171,874 shares from its Founding
Stockholders on November 17, 2007 at cost for $6,561.



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NOTE 5. COMMITMENTS

The Company utilizes certain administrative services and office space provided by Trillium Capital LLC, an entity affiliated with the Companys Chairman of the Board of Directors Chief Executive Officer,
President and Interim Chief Financial Officer. The Company commenced paying such affiliate $10,000 per month for such services commencing immediately following the Offering.

In connection with the Offering, the Company entered into an underwriting agreement (the Underwriting Agreement) with the underwriters.
Pursuant to the Underwriting Agreement, the Company was obligated to the underwriter for certain fees and expenses related to the Offering, including underwriters discounts of $17,500,000. The Company paid $10,000,000 of the underwriting
discount upon closing of the Offering. The Company and the underwriters have agreed that payment of the balance of the underwriting discount of $7,500,000 will be deferred until consummation of the Business Combination. Accordingly, a deferred
underwriting fee comprised of the deferred portion of the underwriting discount is included in the accompanying consolidated balance sheet at March 31, 2008.

NOTE 6. FAIR VALUE MEASUREMENTS

Effective January 1, 2008, the Company implemented Statement of Financial Accounting
Standard No. 157, Fair Value Measurement, or SFAS 157, 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 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 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 following table presents information about the Companys assets and liabilities that are measured at fair value on a recurring basis as of March 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:



|                                        |  |                |             |                                         |   |                                             |  |                                        |   |  |   |  
|--------------------------------------- |  | -------------- | ----------- | --------------------------------------- | - | ------------------------------------------- |  | -------------------------------------- | - |  | - | -
|Description                             |  | March 31, 2008 |             | Quoted Prices inActive Markets(Level 1) |   | Significant OtherObservable Inputs(Level 2) |  | SignificantUnobservableInputs(Level
3)
|Assets:                                 |  |                |             |                                         |   |                                             |  |                                        |   |  |   |  
|Cash equivalents                        |  | $              | 2,592,774   |                                         | $ | 2,592,774                                   |  | $                                      |  |  | $ | 
|Cash and cash equivalents held in trust |  |                | 245,862,033 |                                         |   | 245,862,033                                 |  |                                        |  |  |   | 
|                                        |  |                |             |                                         |   |                                             |  |                                        |   |  |   |  
|Total                                   |  | $              | 248,454,807 |                                         | $ | 248,454,807                                 |  | $                                      |  |  | $ | 
|                                        |  |                |             |                                         |   |                                             |  |                                        |   |  |   |  

The fair values of the Companys cash equivalents and cash and cash equivalents held in the
trust account are determined through market, observable and corroborated sources.

The carrying amounts reflected in the consolidated
balance sheets for other current assets and accounts payable and accrued expenses approximate fair value due to their short-term maturities.



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NOTE 7. INCOME TAX

Provision for income taxes for the three months ended March 31, 2008 consists of:



|        |  |   |        
|------- |  | - | -------
|Current |  |   |        
|Federal |  | $ | 651,000
|State   |  |   | 19,000 
|        |  |   |        
|Total   |  | $ | 670,000
|        |  |   |        

The Companys effective tax rate of 35.8% approximates the federal statutory tax rate of 34%
and 1.8% for state taxes, net of the federal benefit. Deferred income taxes for the period were not material.

NOTE 8. AGREEMENT TO ACQUIRE STREAM
HOLDINGS CORPORATION

On January 27, 2008, the Company entered into an Agreement and Plan of Merger with Stream Holdings
Corporation (Stream). The Company has agreed to pay $225,800,000 subject to certain adjustments for working capital, for 100% ownership of Stream. The purchase price will be paid (based upon Streams outstanding balances as of
March 31, 2008) by a combination of the assumption or replacement of certain existing debt and capital leases totaling approximately $85,000,000, cash payments of approximately $126,300,000 and the issuance of approximately 1.8 million
units, each consisting of a share of the Companys common stock and a warrant to purchase a share of the Companys common stock at a strike price of $6.00 per share, valued at $14,500,000 in the transaction. The purchase price is subject
to increase based on the timing of the closing. On closing of the transaction, $7,500,000 of deferred underwriting fees from the Companys Offering (see Note 3) due to Deutsche Bank Securities Inc. and Robert W. Baird & Company will
also be paid.

The closing of the transaction is subject to customary closing conditions, including the approval of the holders of the
majority of outstanding shares of common stock of the Company issued in the Offering (See Note 1). It is also subject to holders of less than 30% of the Companys shares of common stock issued in the Offering electing to exercise their
conversion rights. Upon closing of the transaction, the Company expects to change its name to Stream Global Services, Inc.

NOTE 9. BANK COMMITMENT
LETTER

On February 11, 2008, the Company entered into a commitment letter with PNC Bank, National Association (PNC)
for $108,700,000 in debt financing in connection with its proposed acquisition of Stream. PNC has committed to provide $30,000,000 of the credit facility and to use its best efforts to syndicate the reminder to a combination of existing and new
lenders, subject to various closing conditions including the Stream transaction described above. Of this financing, up to $100,000,000 would be a senior secured revolving credit facility under which borrowing availability will be based on, among
other things, eligible accounts receivable of Stream. The credit facility will have a five year maturity from the closing of the proposed acquisition of Stream. In addition, PNC will provide to Stream a senior secured domestic term loan of up to
$5,810,000 on a senior secured basis and a foreign term loan of up to $2,886,000 on a senior secured basis in connection with the transaction.



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|Item 2. | Managements Discussion and Analysis of Financial Condition and Results of Operations
|------- | -------------------------------------------------------------------------------------

This quarterly report on Form 10-Q contains forward-looking statements. All statements other than statements of historical fact are, or may be deemed
to be, forward looking statements. Such forward-looking statements include statements regarding, among others, (a) our expectations about possible business combinations, (b) our growth strategies, (c) our future financing plans, and
(d) our anticipated needs for working capital. Forward-looking statements, which involve assumptions and describe our future plans, strategies, and expectations, are generally identifiable by use of the words may, will,
should, expect, anticipate, approximate, estimate, believe, intend, plan, budget, could, forecast, might,
predict, shall or project, or the negative of these words or other variations on these words or comparable terminology. This information may involve known and unknown risks, uncertainties, and other factors that
may cause our actual results, performance, or achievements to be materially different from the future results, performance, or achievements expressed or implied by any forward-looking statements. These statements may be found in this quarterly
report on Form 10-Q. Actual events or results may differ materially from those discussed in forward-looking statements as a result of various factors, including, without limitation, the risks outlined under Risk Factors and matters
described in this quarterly report on Form 10-Q generally. In light of these risks and uncertainties, the events anticipated in the forward-looking statements may or may not occur.

We were formed on June 26, 2007 to consummate a merger, capital stock exchange, asset acquisition, exchangeable share transaction or other similar
business combination with an operating business in the business process outsourcing industry. Our initial business combination must be with a business or businesses whose collective fair market value is at least equal to 80% of its net assets
(excluding the amount held in the trust account representing a portion of our underwriters discount) at the time of the acquisition.

Results of
Operations

Our entire activity for the three months ended March 31, 2008 has been to seek out potential acquisition targets
following our initial public offering. During the three month period, we have received interest income of $2,129,597 from the funds held in trust from our initial public offering or IPO. In addition, we withdrew $840,456 from the trust account
during the first quarter of 2008 related to income tax payments. We expect to utilize the interest income received from the trust account to be used for working capital purposes. For the three months ended March 31, 2008, our net income was
$1,202,267. For the three months ended March 31, 2008, we incurred expenses of $267,244, which consisted of general and administration costs (primarily legal and accounting fees, travel and other operating costs and fees paid to Trillium for
certain administrative services, including facility rent, totaling $30,000). Our officers and directors do not receive any compensation from us until we have completed our initial business combination. We also provided a provision for income taxes
of $670,000 related to our income during the three months.

On January 27, 2008, we entered into a merger agreement with Stream. We
have agreed to pay $225.8 million, subject to certain adjustments for working capital, for 100% ownership of Stream.

Liquidity and Capital Resources

On October 23, 2007, we completed our IPO of 31,250,000 units. Each unit consists of one share of our common stock and one warrant
entitling the holder to purchase one share of our common stock at a price of $6.00. As of March 31, 2008, we had cash and cash equivalents of $248,454,807, of which $245,862,033 was held in trust. Interest from the trust of $3,250,000 has been
paid to us as of March 31, 2008, for working capital purposes. As of March 31, 2008, we had $2,592,774 of available cash for working capital purposes. We believe our cash available for working capital will be sufficient to cover our
working capital needs for the next twelve months and that the available funds from the trust account will provide sufficient funds to complete our efforts to effect an initial business combination with an operating business within the required 24
months from October 17, 2007.

We have entered into a commitment letter with Streams existing bank lender PNC for credit
facilities totaling approximately $108,700,000 that would become effective upon the closing of the merger. PNC has committed to provide $30,000,000 of the financing and to use its best efforts to syndicate the remainder to a combination of existing
and new lenders to Stream, subject to various closing conditions. Of this financing, up to $100,000,000 would be a senior secured revolving credit facility under which borrowing availability will be based on, among other things, Streams
eligible accounts receivable. The balance of the financing would consist of a senior secured domestic term loan of up to $5,810,000 and a senior secured foreign term loan of up to $2,886,000. The financing facilities would have a five-year term
from the date of the closing of the Stream transaction. Outstanding balances under the credit facility would bear interest at LIBOR plus a margin ranging from LIBOR plus 200 to 250 basis points and the term loans would bear interest at LIBOR plus
275 to 325 basis points based on the combined companys fixed charge coverage ratio. The balance outstanding under Streams existing credit facility and term loans (approximately $72,400,000 at March 31, 2008) would be assumed as part
of the new revolving credit and term debt facility. Assuming that we close the financing contemplated by the PNC commitment



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letter and use a portion thereof to repay Streams outstanding bank debt and senior subordinated debt at the closing, we expect we will have
approximately $120,000,000 of cash available at the closing for working capital, including to pay cash to stockholders who vote against the merger and elect to convert their shares into a pro rata share of the trust fund.

Off-Balance Sheet Financing Arrangements

We have no
obligations, assets or liabilities which would be considered off-balance sheet arrangements. We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable
interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements. We have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt
or commitments of other entities, or entered into any non-financial assets.

Contractual Obligations

We do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities other than a monthly fee of $10,000 for
office space and general and administrative services payable to Trillium an entity affiliated with our chairman, chief executive officer, president and interim chief financial officer. We began incurring this fee on October 23, 2007, and will
continue to incur this fee monthly at least until the completion of our initial business combination.

Critical Accounting Policies and Estimates

Use of Estimates

The
preparation of financial statements and related disclosures in conformity with generally accepted accounting principles in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and
liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and income and expenses during the periods reported. Actual results could materially differ from those estimates.

Income Taxes

Income taxes are
accrued at the statutory income tax rate. There are no significant deferred income taxes.



|Item 3. | Quantitative and Qualitative Disclosures About Market Risk
|------- | ----------------------------------------------------------

Market risk is the sensitivity of income to changes in interest rates, foreign exchanges, commodity prices, equity prices, and other market-driven rates or prices. We are not presently engaged in and, if a suitable business target is not
identified by us prior to the prescribed liquidation date of the trust account, we may not engage in, any substantive commercial business. Accordingly, we are not and, until such time as we consummate a business combination, we will not be, exposed
to risks associated with foreign exchange rates, commodity prices, equity prices or other market-driven rates or prices. The net proceeds of our IPO held in the trust account 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. Given our limited risk in our exposure to government securities and money market funds, we do not view the interest rate risk to be significant.



|Item 4T. | Controls and Procedures
|-------- | -----------------------

Our management, with the
participation of our chief executive officer and interim chief financial officer, evaluated the effectiveness of our disclosure controls and procedures as March 31, 2008. The term disclosure controls and procedures, as defined in
Rules 13a-15(e) and 15d-15(e) under the Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act
is recorded, processed, summarized and reported, within the time periods specified in the SECs rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information
required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the companys management, including its principal executive and principal financial officers, as appropriate
to allow timely decisions regarding required disclosure. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily
applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based on the evaluation of our disclosure controls and procedures as of March 31, 2008, our chief executive officer and interim chief
financial officer concluded that, as of such date, our disclosure controls and procedures were effective at the reasonable assurance level.



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No change in the our internal control over financial reporting (as defined in Rules 13a-15(f) and
15d-15(f) under the Exchange Act) occurred during the fiscal quarter ended March 31, 2008 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION



|Item 1A. | Risk Factors
|-------- | ------------

Our business is subject to
numerous risks. We caution you that the following important factors, among others, could cause our actual results to differ materially from those expressed in forward-looking statements made by us or on our behalf in filings with the SEC, press
releases, communications with investors and oral statements. Any or all of our forward-looking statements in this quarterly report on Form 10-Q and in any other public statements we make may turn out to be wrong. They may be affected by inaccurate
assumptions we might make or by known or unknown risks and uncertainties. Many factors mentioned in the discussion below will be important in determining future results. Consequently, no forward-looking statement can be guaranteed. Actual future
results may vary materially from those anticipated in forward-looking statements. We undertake no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise. Information regarding risk
factors appears in Managements Discussion and Analysis of Financial Condition and Results of Operations  Cautionary Note Regarding Forward-Looking Statements, in Part IItem 2 of this Form 10-Q and in Part I 
Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2007.

There have been no material changes from
the risk factors previously disclosed in our Annual Report on Form 10-K.



|Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds.
|------- | ------------------------------------------------------------

Use of Proceeds

On October 23, 2007, we consummated our IPO of 31,250,000 units. Each unit
consists of one share of our common stock and one warrant entitling the holder to purchase from us one share of our common stock at an exercise price of $6.00. The units were sold at an offering price of $8.00 per unit, generating total gross
proceeds of $250,000,000, or approximately $231,245,000 in net proceeds after deducting approximately $18,505,000 in underwriting fees and offering expenses (such as legal, regulator, printing and accounting fees) and $250,000 in working capital.
Deutsche Bank Securities Inc. acted as representative of the underwriters. The securities sold in the IPO were registered under the Securities Act on a registration statement on Form S-1 (No. 333-144447) that was declared effective on
October 17, 2007.

Net proceeds of $246,300,000 from the private placement of our founder warrants and the IPO were deposited into a
trust account at Banc of America LLC, maintained by Continental Stock Transfer & Trust Company, as trustee, which amount included $7,500,000 of underwriters deferred discount. Up to $3,250,000 of the interest earned on the trust
account (net of taxes payable on all interest income earned on the trust account) has been released to us to cover working capital requirements. None of the remaining net proceeds were paid, directly or indirectly, to directors, officers, persons
owning 10% or more of our equity securities, or any of our other affiliates.

We incurred actual costs in connection with our IPO
approximately as follows:



|                                       |  |   |          
|-------------------------------------- |  | - | ---------
|Initial Trustees and escrow agent fee |  | $ | 13,000   
|Legal fees and expenses                |  |   | 594,000  
|Printing and engraving expenses        |  |   | 94,000   
|Accounting fees and expenses           |  |   | 74,500   
|SEC registration fee                   |  |   | 16,000   
|FINRA filing fee                       |  |   | 53,000   
|AMEX listing fees and expenses         |  |   | 70,000   
|Miscellaneous                          |  |   | 90,500   
|                                       |  |   |          
|Total                                  |  | $ | 1,005,000
|                                       |  |   |          

From October 17, 2007 through March 31, 2008, we incurred additional expenses of
$456,465, which consists of director and officer insurance and other insurance, legal and accounting fees unrelated to our IPO, and general and administrative costs (including travel and costs related to searching for an acquisition target). We also
incurred $52,633of expenses paid to Trillium, for our office space and administrative services through March 31, 2008. We incurred $203,424 for repayment of the notes payable and related



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interest to R. Scott Murray, Lloyd Linnell, Kevin T. OLeary and Paul Joubert (certain of our founding stockholders), which loans were repaid in full,
with interest, and cancelled. We also incurred $41,241 for the purchase of equipment and $1,422,929 related to deferred transaction costs for due diligence work and professional fees for our proposed acquisition of Stream. We also accrued an income
tax provision of $1,430,000 for the period from October 17, 2007 to March 31, 2008.

As of March 31, 2008, the net remaining
proceeds from the IPO and private placement of our founder warrants including interest earned on the net proceeds and after deducting the underwriting discounts and commissions, the offering expenses and all other expenditures through March 31,
2008, were approximately $249,050,204, which consists of $2,592,774 of cash held outside the trust account and $245,862,033 held in the trust account and accrued interest of $595,397, that was transferred to the trust account after March 31,
2008.

Payments of expenses were to persons other than our directors or officers (or their associates), persons owning 10% or more of our
equity securities, or our affiliates, except with respect to the repayment of the promissory notes on October 31, 2007.



|Item 6. | Exhibits.
|------- | ---------

The exhibits filed herewith or
incorporated by reference are set forth on the Exhibit Index attached hereto.



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SIGNATURES

Pursuant to the requirements 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.



|                  |  |                                                                                 
|----------------- |  | --------------------------------------------------------------------------------
|                  |  | GLOBAL BPO SERVICES CORP.                                                       
|                  | 
|Date: May 5, 2008 |  | /s/ R. Scott Murray                                                             
|                  |  | R. Scott Murray                                                                 
|                  |  | Chairman, Chief Executive Officer, President and Interim Chief Financial Officer
|                  |  | (Principal Executive, Financial and Accounting Officer)                         



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Exhibits Index

Exhibit Number



|        |  |                                                                                                                                                                                        
|------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|2.1(1)  |  | Agreement and Plan of Merger, dated as of January 27, 2008, among Global BPO Services Corp., River Acquisition Subsidiary Corp. and Stream Holdings Corporation                        
|        | 
|10.1(2) |  | Agreement, dated February 11, 2008, by and among Global BPO Services Corp., PNC Bank, National Association and PNC Capital Markets LLC                                                 
|        | 
|31.1*   |  | Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, Rule 13a-14(a)/15d- 14(a), by Chief Executive Officer and Interim Chief Financial Officer.                    
|        | 
|32.1*   |  | Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, by Chief Executive Officer and Interim Chief Financial
Officer.



|* | Filed herewith
|- | --------------

|(1) | Incorporated to the Companys Current Report on Form 8-K filed with the Securities and Exchange Commission on January 31, 2008.
|--- | -------------------------------------------------------------------------------------------------------------------------------

|(2) | Incorporated to the Companys Current Report on Form 8-K filed with the Securities and Exchange Commission on February 14, 2008.
|--- | --------------------------------------------------------------------------------------------------------------------------------



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