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.

Overview

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 our net assets (excluding the amount held in the trust account representing a portion of the underwriters' discount) at the time of the acquisition.

Results of Operations

For the period from June 26, 2007 (date of inception) to September 30, 2007, we had a net loss of $18,059 attributable to organization, formation and general and administrative expenses. For the three months ended September 30, 2007, we had a net loss of $11,090. We incurred costs of $633,838 as of September 30, 2007 with regard to our initial public offering, or IPO, which were classified as deferred offering costs on our balance sheet and have been subsequently charged to stockholders' equity after the completion of our IPO.

Our entire activity for the period ended September 30, 2007 has been to prepare for our IPO. We believe that we have sufficient funds available to complete our efforts to effect an initial business combination with an operating business within the required 24 months from October 17, 2007.

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, par value $0.001 per share, (the "Common Stock") and one warrant entitling the holder to purchase one share of our Common Stock at a price of $6.00. For a description of the proceeds generated in our IPO and a discussion of the use of such proceeds, we refer you to Note 3 of the unaudited financial statements included in Part I, Item 1 of this Report. As of September 30, 2007, we had cash of $124,547. Until the consummation of our IPO, our only source of liquidity was a $200,000 loan made to us in June 2007 by certain of our founding stockholders This loan was repaid on October 31, 2007 from the proceeds of our IPO.

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

---

Table of Contents

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 Capital LLC, an entity affiliated with the Company's Chairman of the Board of Directors, President and Chief Executive Officer. We began incurring this fee on October 23, 2007, and will continue to incur this fee monthly until the completion of our initial business combination.

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

Deferred tax assets and liabilities are determined based on the difference between the financial statement carrying amounts and the tax bases of assets and liabilities using enacted tax rates in effect in the years in which the differences are expected to reverse.

Recent Accounting Pronouncements

We do not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on our financial statements.