Unassociated Document

As filed with the Securities and Exchange Commission on September 30, 2005

File No. 333-____________

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

AFFINITY MEDIA INTERNATIONAL CORP.

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of

incorporation or organization)

6770

(Primary Standard Industrial

Classification Code Number)

20-3315459

(I.R.S. Employer

Identification Number)

11601 Wilshire Blvd., Ste. 1500

Los Angeles, CA 90025

(310) 479-1555

(Address, including zip code, and telephone number, including

area code, of registrant’s principal executive offices)

Peter H. Engel

11601 Wilshire Blvd., Ste. 1500

Los Angeles, CA 90025

(310) 479-1555

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Stuart Neuhauser, Esq.

Michael A. Midura, Esq.

Ellenoff Grossman & Schole LLP

370 Lexington Avenue, 19th Floor

New York, New York 10017

(212) 370-1300

Steven Skolnick, Esq.

Lowenstein Sandler PC

65 Livingston Avenue

Roseland, New Jersey 07068

(973) 597-2500

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box. x

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. x

Calculation of Registration Fee

Title of Each Class of Security to be Registered	Amount to be Registered		Proposed Maximum Offering Price Per Unit (1)		Proposed Maximum Aggregate Offering Price (1)		Amount of Registration Fee
Units, each consisting of one share of Common Stock, $.0001 par value, and one Warrant ⁽²⁾		2,875,000	$	8.00	$	23,000,000	$	2,707
Shares of Common Stock included as part of the Units⁽²⁾		2,875,000		—		—		— (3	)
Warrants included as part of the Units⁽²⁾		2,875,000		—		—		— (3	)
Shares of Common Stock underlying the Warrants included in the Units ⁽⁴⁾		2,875,000	$	6.00	$	17,250,000	$	2,030
Representative’s Unit Purchase Option		1	$	100	$	100	$	0
Units underlying the Representative’s Unit Purchase Option (“Representative’s Units”)⁽⁴⁾		175,000	$	8.80	$	1,540,000	$	181
Shares of Common Stock included as part of the Representative’s Units⁽⁴⁾		175,000		—		—		— (3	)
Warrants included as part of the Representative’s Units⁽⁴⁾		175,000		—		—		— (3	)
Shares of Common Stock underlying the Warrants included in the Representative’s Units⁽⁴⁾		175,000	$	6.00	$	1,050,000	$	124
Total					$	42,840,100	$	5,042

_____________________________

(1)	Estimated solely for the purpose of calculating the registration fee.

(2)	Includes 375,000 Units and 375,000 shares of Common Stock and 375,000 Warrants underlying such Units which may be issued on exercise of a 45-day option granted to the Underwriters to cover over-allotments, if any.

(3)	No fee pursuant to Rule 457(g).

(4)	Pursuant to Rule 416, there are also being registered such indeterminable additional securities as may be issued as a result of the anti-dilution provisions contained in the Warrants.

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

Preliminary Prospectus

Subject to Completion, September 30, 2005

$20,000,000

AFFINITY MEDIA INTERNATIONAL CORP.

2,500,000 units

Affinity Media International Corp. is a blank check company recently formed for the purpose of acquiring, merging with, engaging in a capital stock exchange with, purchasing all or substantially all, or purchasing a combination of substantially all plus a minority interest in the assets of, or engaging in any other similar business combination with a single operating entity, or one or more related or unrelated operating entities, or assets in the publishing industry and/or other related industries. We do not have any specific merger, capital stock exchange, asset acquisition or other business combination under consideration or contemplation and we have not, nor has anyone on our behalf, contacted any potential target business or had any discussions, formal or otherwise, with respect to such a transaction.

This is an initial public offering of our securities. Each unit consists of:

·	one share of our common stock; and

·	one warrant.

Each warrant entitles the holder to purchase one share of our common stock at a price of $6.00. Each warrant will become exercisable on the later of our completion of a business combination or ______________, 2006 [one year from the date of this prospectus], and will expire on ______________, 2009 [four years from the date of this prospectus], or earlier upon redemption.

We have granted the underwriters a 45-day option to purchase up to 375,000 additional units solely to cover over-allotments, if any (over and above the 2,500,000 units referred to above). The over-allotment will be used only to cover the net syndicate short position resulting from the initial distribution. We have also agreed to sell to Maxim Group LLC, the representative of the underwriters, for $100, as additional compensation, an option to purchase up to a total of 175,000 units at $8.80 per unit, with the warrants issued as part of such units exercisable at $6.00 per share. The units issuable upon exercise of this option are identical to those offered by this prospectus. The purchase option and its underlying securities have been registered under the registration statement of which this prospectus forms a part.

There is presently no public market for our units, common stock or warrants. We anticipate that our units will be quoted on the OTC Bulletin Board under the symbol “_______”on or promptly after the date of this prospectus. Once the securities comprising the units begin separate trading, the common stock and warrants will be traded on the OTC Bulletin Board under the symbols “_______”and “_______”, respectively. We cannot assure you, however, that our securities will continue to be quoted on the OTC Bulletin Board in the future.

Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on page 8 of this prospectus for a discussion of information that should be considered in connection with an investment in our securities.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

	Public offering price		Underwriting discount and commissions (1)		Proceeds, before expenses, to us
Per unit	$	8.00	$	0.80	$	7.20
Total	$	20,000,000	$	2,000,000	$	18,000,000

(1)

Includes a non-accountable expense allowance in the amount of 2% of the gross proceeds, or $0.16 per unit ($400,000 in total) payable to Maxim Group LLC on the closing of the offering, and also includes an additional underwriting discount in the amount of 2% of the gross proceeds, or $0.16 per unit ($400,000 in total), payable to Maxim Group LLC (including any units sold to cover overallotments), payable upon consummation of a business combination.

Of the net proceeds we receive from this offering, $17,400,000 ($6.96 per unit) will be deposited into a trust account at JP Morgan Chase NY Bank maintained by American Stock Transfer & Trust Company, acting as trustee.

We are offering the units for sale on a firm-commitment basis. Maxim Group LLC, acting as representative of the underwriters, expects to deliver our securities to investors in the offering on or about ______________, 2005.

MAXIM GROUP LLC

__________________, 2005

TABLE OF CONTENTS

Page


Prospectus Summary	1
Summary Financial Data	7
Risk Factors	8
Use of Proceeds	24
Dilution	28
Capitalization	29
Management’s Discussion and Analysis of Financial Condition and Results of Operations	30
Proposed Business	32
Management	44
Principal Stockholders	51
Certain Relationships and Related Transactions	53
Description of Securities	55
Underwriting	60
Legal Matters	66
Experts	66
Where You Can Find Additional Information	66
Index to Financial Statements	F-1

You should rely only on the information contained or incorporated by reference in this prospectus. We have not, and the underwriters have not, authorized anyone to provide you with different information. We are not making an offer of these securities in any jurisdiction where the offer is not permitted. The information contained in this prospectus is accurate only as of the date of this prospectus.

This prospectus contains forward-looking statements that involve substantial risks and uncertainties as they are not based on historical facts, but rather are based on current expectations, estimates and projections about our industry, our beliefs, and our assumptions. These statements are not guarantees of future performance and are subject to risks, uncertainties, and other factors, some of which are beyond our control and difficult to predict and could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements. You should not place undue reliance on any forward-looking statements, which apply only as of the date of this prospectus.

PROSPECTUS SUMMARY

This summary highlights certain information appearing elsewhere in this prospectus. For a more complete understanding of this offering, you should read the entire prospectus carefully, including the risk factors and the financial statements. Unless otherwise stated in this prospectus, references to “we,”“us” or “our company” refer to Affinity Media International Corp. The term "public stockholders" means the holders of common stock sold as part of the units in this offering or in the open market, including any existing stockholders to the extent that they purchase or acquire such shares. Unless we tell you otherwise, the information in this prospectus assumes that the underwriters will not exercise their over-allotment option.

The Company

We are a blank check company organized under the laws of the State of Delaware on August 12, 2005. We were formed for the purpose of acquiring, merging with, engaging in a capital stock exchange with, purchasing all or substantially all, or purchasing a combination of substantially all plus a minority interest in the assets of, or engaging in any other similar business combination with a single operating entity, or one or more related or unrelated operating entities, or assets in the publishing industry and/or other related industries. To date, our efforts have been limited to organizational activities and activities relating to this offering and we have not acquired any business operations. Further, we do not have any specific merger, capital stock exchange, asset acquisition or other business combination under consideration or contemplation and we have not, nor has anyone on our behalf, contacted any potential target business or had any discussions, formal or otherwise, with respect to such a transaction.

According to the Association of American Publishers, net sales for the entire United States publishing industry are estimated to have increased by 4.6% from 2002 to 2003 and a further 1.3% from 2003 to 2004 to a total of $23.7 billion. These variations in annual growth are typical of the year-to-year fluctuations in the publishing industry. Within these figures, various segments of the industry grew at widely different rates. Therefore, as we evaluate possible acquisitions, we will take into account the growth history and forecast of the areas in which the companies to be acquired operate.

Further, according to a report published in 2005 by Book Industry Study Group titled “Under the Radar: A Breakthrough, In-Depth Study of the Book Industry’s Underreported Segments and Channels,” approximately 63,000 small and mid-sized publishers, each with annual revenues of less than $50 million generated aggregate sales of $14.2 billion, and of those, roughly 3,600 publishers generated aggregate sales of $11.5 billion. The report indicates that small and midsize publishers have been multiplying, and sometimes prospering, while the largest publishing companies have been consolidating. Based on these figures, our management believes that, especially among small and midsize publishers, there will be numerous acquisition targets available.

Through our management team, directors and special advisor, we believe we have extensive contacts and sources from which to generate acquisition opportunities in the publishing industry and/or other related industries. These contacts and sources include the owners of publishing companies themselves, private equity and venture capital funds, public and private companies, investment bankers, attorneys and accountants. We expect that, from time to time, one of these contacts or sources will advise either our management team, directors or special advisor of the existence of one or more potential acquisition candidates or that potential acquisition candidates will become known to our management team, directors or special advisor through their other business activities. Our management will evaluate these leads and determine whether to pursue discussions with any of these candidates.

While we may seek to effect business combinations with more than one target business in the publishing industry, our initial business combination must be for assets with a target business or businesses whose fair market value is at least equal to 80% of our net assets at the time of such acquisition. Consequently, it is likely that we will have the ability to effect only a single business combination. As used in this prospectus, a “target business” shall include assets (which may include a combination of substantially all of one or more entities plus a minority interest in the assets of one or more other entities) or an operating business(es) in the publishing industry and/or other related industries and a “business combination” shall mean the acquisition by us of such assets or target business(es). We do not have any specific merger, capital stock exchange, asset acquisition or other business combination under consideration or contemplation and we have not, nor has anyone on our behalf, contacted any potential target business or had any discussions, formal or otherwise, with respect to such a transaction. Moreover, we have not engaged or retained any agent or other representative to identify or locate any suitable acquisition candidate for us. Other than reviewing several industry reports, including those referenced above, in order to define the publishing industry, neither we nor any of our agents or affiliates has yet taken any measure, directly or indirectly, to locate a target business. We will not enter into any business combination with any affiliates of our initial stockholders, officers or directors.

In addition, pursuant to the terms of a letter agreement, we have agreed to pay a monthly fee of $7,500 to Silverback Books, an affiliate of Messrs. Engel, Cohl and Dombrowski, for general and administrative services, such as an allocable share of receptionist, secretarial and general office services.

Our officers and directors will not receive any compensation in this offering. Our officers and directors will be entitled to reimbursement for out-of-pocket expenses incurred by them or their affiliates on our behalf, which includes an aggregate of $235,000 in loans which they made to us prior to the effective date of this prospectus. After the consummation of a business combination, if any, to the extent they remain as officers of the resulting business, we anticipate that they may enter into employment agreements, the terms of which shall be negotiated and which we expect to be comparable to employment agreements with other similarly-situated companies in the publishing industry and/or other related industries. Further, after the consummation of a business combination, if any, to the extent such persons remain as directors of the resulting business, we anticipate that they will receive compensation comparable to directors at other similarly-situated companies in the publishing industry and/or other related industries.

In addition to the above, after the consummation of a business combination, we expect to pay two of our directors, Messrs. Arthur and Jaffe, $100,000 each in director’s fees for services to be provided in their capacity as directors in the one year following such business combination, should they agree to remain on our board of directors. Additionally, as part of their compensation as directors, we have discussed issuing both Messrs. Arthur and Jaffe options to purchase shares of our common stock upon consummation of a business combination and implementation of a stock option plan, should they agree to remain on our board of directors. We have not yet entered into any formal agreements with regard to these matters. If we do enter into formal agreements, at the time such agreements become operative, Messrs. Arthur and Jaffe may no longer qualify as independent directors and, if necessary, we would need to locate additional directors to serve as our independent directors.

We maintain executive offices at 11601 Wilshire Blvd., Suite 1500, Los Angeles, CA 90025 and our telephone number is (310) 479-1555.

The Offering

Securities offered:	2,500,000 units, at $8.00 per unit, each unit consisting of: • one share of common stock; and • one warrant The units will begin trading on or promptly after the date of this prospectus. Each of the common stock and warrants shall trade separately on the 90^thday after the date of this prospectus unless Maxim Group LLC determines that an earlier date is acceptable. Upon such separation, the units will no longer trade. In no event will Maxim Group LLC allow separate trading of the common stock and warrants until (i) we file an audited balance sheet reflecting our receipt of the gross proceeds of this offering, and (ii) the business day following the earlier to occur of the expiration of the underwriters' over-allotment option or its exercise in full. We will file a Current Report on Form 8-K, including an audited balance sheet, upon the consummation of this offering, which is anticipated to take place three business days from the date of this prospectus. The audited balance sheet will include proceeds we receive from the exercise of the over-allotment option if the over-allotment option is exercised prior to the filing of the Form 8-K.

Common stock:
Number outstanding before this offering	625,000 shares
Number to be outstanding after this offering	3,125,000 shares

Warrants:
Number outstanding before this offering	0
Number to be outstanding after this offering	2,500,000 warrants
Exercisability	Each warrant is exercisable for one share of common stock.
Exercise price	$6.00 per share
Exercise period	The warrants will become exercisable on the later of: • the completion of a business combination with a target business, or • _________________, 2006 [one year from the date of this prospectus] The warrants will expire at 5:00 p.m., New York City time, on ________________, 2009 [four years from the date of this prospectus] or earlier upon redemption.

Redemption	We may redeem the outstanding warrants: • in whole and not in part, • at a price of $.01 per warrant at any time after the warrants become exercisable, • upon a minimum of 30 days’ prior written notice of redemption, and • if, and only if, the average closing sales price of our common stock equals or exceeds $11.50 per share for any 20 trading days within a 30 trading day period ending three business days before we send the notice of redemption. We have established this last criterion to provide warrant holders with a premium to the initial warrant exercise price as well as a degree of liquidity to cushion the market reaction, if any, to our redemption call. If the foregoing conditions are satisfied and we call the warrants for redemption, each warrant holder shall then be entitled to exercise his or her warrant prior to the date scheduled for redemption, however, there can be no assurance that the price of the common stock will exceed the call trigger price or the warrant exercise price after the redemption call is made.

Management Warrant Purchase	Mr. Engel or his designees have agreed to purchase up to $1,000,000 of our warrants in the open market, at a price per warrant not to exceed $1.20, within six months of such warrants being separately tradeable. These warrants will not be sold until the consummation of a business combination. Maxim Group LLC, or certain of its principals, affiliates or designees, has also agreed to purchase $250,000 of our warrants in the open market on similar terms; however, Maxim Group LLC, or certain of its principals, affiliates or designees, may sell their warrants prior to the consummation of a business combination.

Proposed OTC Bulletin Board symbols for our Units Common Stock Warrants	“_____” “_____” “_____”

Offering proceeds to be held in trust

$17,400,000 of the proceeds of this offering ($6.96 per unit) will be placed in a trust account at JP Morgan Chase NY Bank maintained by American Stock Transfer & Trust Company, pursuant to an agreement to be signed on the date of this prospectus. These proceeds will not be released until the earlier of the completion of a business combination or our liquidation. Therefore, unless and until a business combination is consummated, the proceeds held in the trust fund will not be available for our use for any expenses related to this offering or expenses which we may incur related to the investigation and selection of a target business and the negotiation of an agreement to acquire a target business. These expenses may be paid prior to a business combination only from the net proceeds of this offering not held in the trust fund (initially, approximately $630,000 after the payment of the expenses relating to this offering). It is possible that we could use a portion of the funds not in the trust account to make a deposit, down payment or fund a "no-shop" provision with respect to a particular proposed business combination. In the event we were ultimately required to forfeit such funds (whether as a result of our breach of the agreement relating to such payment or otherwise), we may not have a sufficient amount of working capital available outside of the trust account to pay expenses related to finding a suitable business combination without securing additional financing. If we were unable to secure additional financing, we would most likely fail to consummate a business combination in the allotted time and would be forced to liquidate.

None of the warrants may be exercised until after the consummation of a business combination and, thus, after the proceeds of the trust fund have been disbursed, the warrant exercise price will be paid directly to us.

Stockholders must approve business combination

We will seek stockholder approval before we effect any business combination, even if the nature of the acquisition would not ordinarily require stockholder approval under applicable state law. In connection with the vote required for any business combination, all of our existing stockholders, including all of our officers and directors, have agreed to vote the shares of common stock owned by them immediately before this offering in accordance with the majority of the shares of common stock voted by the public stockholders; however, they may cast votes with respect to any shares of common stock acquired in connection with or following this offering in any manner as they may determine in their discretion. As a result, an initial stockholder who acquires shares during or after this offering may vote against the proposed business combination with respect to those shares, and retain the right to exercise the conversion rights attributable to such shares in the event that a business combination transaction is approved by a majority of our public stockholders. We will proceed with a business combination only if a majority of the shares of common stock voted by the public stockholders are voted in favor of the business combination and public stockholders owning less than 20% of the shares sold in this offering exercise their conversion rights described below. Voting against the business combination alone will not result in conversion of a stockholder's shares into a pro rata share of the trust fund. Such stockholder must have also exercised its conversion rights described below.

We will not enter into any business combination with any affiliates of our initial stockholders, officers or directors.

Conversion rights for stockholders voting to reject a business combination	Public stockholders voting against a business combination will be entitled to convert their stock into a pro rata share of the trust fund, including any interest earned on their portion of the trust fund, net of taxes, if any, if the business combination is approved and completed. Public stockholders that convert their stock into their pro rata share of the trust fund will continue to have the right to exercise any warrants they may hold. Because the initial per share conversion price is $6.96 per share (plus any interest, net of taxes, if any), which is lower than the $8.00 per unit price paid in the offering and, which may be lower than the market price of the common stock on the date of the conversion, there may be a disincentive on the part of public stockholders to exercise their conversion rights. The term public stockholders means the holders of common stock sold as part of the units in this offering or in the open market, including any existing stockholders to the extent that they purchase or acquire such shares.

Liquidation if no business combination	We will dissolve and promptly distribute only to our public stockholders the amount in our trust fund plus any remaining net assets if we do not effect a business combination within 12 months after consummation of this offering (or within 18 months from the consummation of this offering if a letter of intent, agreement in principle or definitive agreement has been executed within 12 months after consummation of this offering and the business combination has not yet been consummated within such 12 month period). Our existing stockholders have agreed to waive their respective rights to participate in any liquidation distribution occurring upon our failure to consummate a business combination, but only with respect to those shares of common stock acquired by them prior to this offering.

Escrow of existing stockholders’ shares	On the date of this prospectus, all of our existing stockholders, including all of our officers and directors, will place the shares they owned before this offering into an escrow account maintained by American Stock Transfer & Trust Company, acting as escrow agent. Subject to certain limited exceptions, such as transfers to family members and trusts for estate planning purposes and upon death while remaining subject to the escrow agreement, these shares will not be transferable during the escrow period and will not be released from escrow until ______________, 2008 [three years from the date of this prospectus], unless we were to consummate a transaction after the consummation of the initial business combination which results in all of the stockholders of the combined entity having the right to exchange their shares of common stock for cash, securities or other property.

Risks

In making your decision on whether to invest in our securities, you should take into account not only the backgrounds of our management team, but also the special risks we face as a blank check company, as well as the fact that this offering is not being conducted in compliance with Rule 419 promulgated under the Securities Act of 1933, as amended, and, therefore, you will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. Additionally, our promoter’s initial equity investment is below that which is required under the guidelines of the North American Securities Administrators Association, Inc. You should carefully consider these and the other risks set forth in the section entitled “Risk Factors” beginning on page 8 of this prospectus.

SUMMARY FINANCIAL DATA

The following table summarizes the relevant financial data for our business and should be read with our financial statements, which are included in this prospectus. We have not had any significant operations to date, so only balance sheet data is presented.

		August 31, 2005
		Actual		As Adjusted
Balance Sheet Data:
	Working capital	$	199,650	$	18,234,650
	Total assets		265,000		18,055,000
	Total liabilities		240,350		350
	Value of common stock which may be converted to cash ($6.96 per share)		---		3,478,260
	Stockholders’ equity		24,650		14,576,390

Working capital excludes $60,000 of costs related to this offering which were paid prior to August 31, 2005. These deferred offering costs have been recorded as a long-term asset and are reclassified against stockholders' equity in the “as adjusted” information.

The “as adjusted” information gives effect to the sale of the units we are offering including the application of the related gross proceeds and the payment of the estimated remaining costs from such sale.

The working capital and total assets amounts include the $17,400,000 to be held in the trust fund, which will be available to us only upon the consummation of a business combination within the time period described in this prospectus. If a business combination is not so consummated, we will be dissolved and the proceeds held in the trust fund will be distributed solely to our public stockholders. The term public stockholders means the holders of common stock sold as part of the units in this offering or in the open market, including any existing stockholders to the extent that they purchase or acquire such shares.

We will not proceed with a business combination if public stockholders owning 20% or more of the shares sold in this offering vote against the business combination and exercise their conversion rights. Accordingly, we may effect a business combination if public stockholders owning up to approximately 19.99% of the shares sold in this offering exercise their conversion rights. If this occurred, we would be required to convert to cash up to approximately 19.99% of the 2,500,000 shares sold in this offering, or up to 499,750 shares of common stock, at an initial per-share conversion price of $6.96, without taking into account interest earned on the trust fund less the amount of taxes paid, if any, on interest earned. The actual per-share conversion price will be equal to:

·	the amount in the trust fund, including all accrued interest, net of taxes earned on the trust account, as of two business days prior to the proposed consummation of the business combination,

·	divided by the number of shares of common stock sold in the offering.

RISK FACTORS

An investment in our securities involves a high degree of risk. You should consider carefully all of the material risks described below, together with the other information contained in this prospectus before making a decision to invest in our units.

Risks Associated With Our Potential Business

We are a newly formed company with no operating history and, accordingly, you will not have any basis on which to evaluate our ability to achieve our business objective.

We are a recently formed company with no operating results to date. Therefore, our ability to begin operations is dependent upon obtaining financing through the public offering of our securities. Since we do not have any operations or an operating history, you will have no basis upon which to evaluate our ability to achieve our business objective, which is to acquire, merge with, engage in a capital stock exchange with, purchase all or substantially all, or purchase a combination of substantially all plus a minority interest in the assets of, or engage in any other similar business combination with a single operating entity, or one or more related or unrelated operating entities, or assets in the publishing industry and/or other related industries. We do not have any specific merger, capital stock exchange, asset acquisition or other business combination under consideration or contemplation and we have not, nor has anyone on our behalf, contacted any potential target business or had any discussions, formal or otherwise, with respect to such a transaction. Moreover, we have not engaged or retained any agent or other representative to identify or locate any suitable acquisition candidate for us. Other than reviewing several industry reports in order to define the publishing industry, neither we nor any of our agents or affiliates has yet taken any measure, directly or indirectly, to locate a target business. We will not generate any revenues or income (other than interest income, net of taxes, if any, on the proceeds of this offering) until, at the earliest, after the consummation of a business combination. We cannot assure you as to when or if a business combination will occur.

If we are forced to liquidate before a business combination, our public stockholders will receive less than $8.00 per share upon distribution of the trust fund and our warrants will expire worthless.

If we are unable to complete a business combination and are forced to liquidate our assets, the per-share liquidation will be less than $8.00 because of the expenses of this offering, our general and administrative expenses and the anticipated costs of seeking a business combination after this offering. Furthermore, there will be no distribution with respect to our outstanding warrants and, accordingly, the warrants will expire worthless if we liquidate before the completion of a business combination. For a more complete discussion of the effects on our stockholders if we are unable to complete a business combination, see the section below entitled “Effecting a business combination—Liquidation if no business combination.”

You will not be entitled to protections normally afforded to investors of blank check companies.

Since the net proceeds of this offering are intended to be used to complete a business combination with a target business that has not been identified, we may be deemed to be a “blank check” company under the United States securities laws. However, since we will have net tangible assets in excess of $5,000,000 upon the consummation of this offering and will file a Current Report on Form 8-K with the SEC upon consummation of this offering, including an audited balance sheet demonstrating this fact, we are exempt from rules promulgated by the SEC to protect investors of blank check companies such as Rule 419. Accordingly, investors will not be afforded the benefits or protections of those rules. Because we are not subject to Rule 419, our units will be immediately tradable. For a more detailed comparison of our offering to offerings under Rule 419, see the section entitled “Comparison to offerings of blank check companies” below.

Because there are numerous companies with a business plan similar to ours seeking to effectuate a business combination, it may be more difficult for us to complete a business combination.

Based upon publicly available information, approximately 25 similarly structured blank check companies have completed initial public offerings since August 2003 and numerous others have filed registration statements. Of these companies, only one company has consummated a business combination, while three other companies have announced they have entered into a definitive agreement for a business combination, but have not consummated such business combination. Accordingly, there are approximately 34 blank check companies with more than $1.3 billion in trust, and may be at least 26 additional blank check companies with more than $2.1 billion in trust that are seeking to carry out a business plan similar to our business plan. While some of those companies have specific industries that they must complete a business combination in, a number of them may consummate a business combination in any industry they choose. We may therefore be subject to competition from these and other companies seeking to consummate a business plan similar to ours which will, as a result, increase demand for privately-held companies to combine with companies structured similarly to ours. Further, the fact that only one of such companies has completed a business combination and three of such companies have entered into a definitive agreement for a business combination may be an indication that there are only a limited number of attractive target businesses available to such entities or that many privately-held target businesses may not be inclined to enter into business combinations with publicly held blank check companies like us. We cannot assure you that we will be able to successfully compete for an attractive business combination. Additionally, because of this competition, we cannot assure you that we will be able to effectuate a business combination within the required time periods. If we are unable to find a suitable target business within such time periods, we will be forced to liquidate.

If third parties bring claims against us, the proceeds held in trust could be reduced and the per-share liquidation price received by stockholders will be less than $6.96 per share.

Our placing of funds in trust may not protect those funds from third party claims against us. Although we will seek to have all vendors, prospective target businesses or other entities we engage execute agreements with us waiving any right, title, interest or claim of any kind in or to any monies held in the trust account for the benefit of our public stockholders, there is no guarantee that they will execute such agreements. Nor is there any guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with us and will not seek recourse against the trust account for any reason. Accordingly, the proceeds held in trust could be subject to claims which could take priority over the claims of our public stockholders and the per-share liquidation price could be less than $6.96 per share held in the trust account, plus interest, net of taxes, if any, due to claims of such creditors. If we are unable to complete a business combination and are forced to liquidate, our executive officers will be personally liable under certain circumstances (for example, if a vendor does not waive any rights or claims to the trust account) to ensure that the proceeds in the trust fund are not reduced by the claims of various vendors or other entities that are owed money by us for services rendered or products sold to us, to the extent necessary to ensure that such claims do not reduce the amount in the trust fund. However, we cannot assure you that our executive officers will be able to satisfy those obligations.

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

Our certificate of incorporation authorizes the issuance of up to 50,000,000 shares of common stock, par value $.0001 per share, and 1,000,000 shares of preferred stock, par value $.0001 per share. Immediately after this offering (assuming no exercise of the underwriters’ over-allotment option), there will be 44,025,000 authorized but unissued shares of our common stock available for issuance (after appropriate reservation for the issuance of shares upon full exercise of our outstanding warrants) and all of the 1,000,000 shares of preferred stock available for issuance. Although we have no commitments as of the date of this offering to issue our securities, we may issue a substantial number of additional shares of our common stock or preferred stock, or a combination of common and preferred stock, to complete a business combination. The issuance of additional shares of our common stock or any number of shares of our preferred stock:

·	may significantly reduce the equity interest of investors in this offering;

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

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

Additionally, the publishing industry is capital intensive, traditionally using substantial amounts of indebtedness to finance acquisitions and working capital needs. If we finance the purchase of assets or operations through the issuance of debt securities, it could result in:

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

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

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

·	our inability to obtain additional financing, if necessary, if the debt security contained covenants restricting our ability to obtain additional financing while such security was outstanding.

For a more complete discussion of the possible structure of a business combination, see the section below entitled “Effecting a business combination—Selection of a target business and structuring of a business combination.”

We may have insufficient resources to cover our operating expenses and the expenses of consummating a business combination.

We have reserved approximately $630,000 from the proceeds of this offering to cover our operating expenses for the next 18 months and to cover the expenses incurred in connection with a business combination. This amount is based on management’s estimates of the costs needed to fund our operations for the next 18 months and consummate a business combination. Those estimates may prove inaccurate, especially if a portion of the available proceeds is used to make a down payment or pay exclusivity or similar fees in connection with a business combination or if we expend a significant portion of the available proceeds in pursuit of a business combination that is not consummated. If we do not have sufficient proceeds available to fund our expenses, we may be forced to obtain additional financing, either from our management or the existing stockholders or from third parties. We may not be able to obtain additional financing and our existing stockholders and management are not obligated to provide any additional financing. If we do not have sufficient proceeds and cannot find additional financing, we may be forced to liquidate prior to consummating a business combination.

Our ability to effect a business combination and to execute any potential business plan afterwards will be totally dependent upon the efforts of our key personnel, some of whom may join us following a business combination and whom we would have only a limited ability to evaluate.

Our ability to effect a business combination will be totally dependent upon the efforts of our key personnel. The future role of our key personnel following a business combination, however, cannot presently be fully ascertained. Although we expect most of our management and other key personnel to remain associated with us following a business combination, we may employ other personnel following the business combination. While we intend to closely scrutinize any additional individuals we engage after a business combination, we cannot assure you that our assessment of these individuals will prove to be correct. Moreover, our current management will only be able to remain with the combined company after the consummation of a business combination if they are able to negotiate terms with the combined company as part of any such combination. If we acquired a target business in an all-cash transaction, it would be more likely that current members of management would remain with us if they chose to do so. If a business combination were structured as a merger whereby the stockholders of the target company were to control the combined company following a business combination, it may be less likely that management would remain with the combined company unless it was negotiated as part of the transaction via the acquisition agreement, an employment or consulting agreement or other arrangement. In making the determination as to whether current management should remain with us following the business combination, management will analyze the experience and skill set of the target business' management and negotiate as part of the business combination that certain members of current management remain if it is believed that it is in the best interests of the combined company post-business combination. If management negotiates to be retained post-business combination as a condition to any potential business combination, such negotiations may result in a conflict of interest.

Our officers and directors may allocate their time to other businesses thereby causing conflicts of interest in their determination as to how much time to devote to our affairs. This could have a negative impact on our ability to consummate a business combination.

Our officers and directors are not required to commit their full time to our affairs, which may result in a conflict of interest in allocating their time between our operations and other businesses. We do not intend to have any full time employees prior to the consummation of a business combination. Each of our officers are engaged in several other business endeavors and are not obligated to contribute any specific number of hours per week to our affairs. If our officers’ other business affairs require them to devote more substantial amounts of time to such affairs, it could limit their ability to devote time to our affairs and could have a negative impact on our ability to consummate a business combination. For a discussion of potential conflicts of interest that you should be aware of, see the section below entitled “Management—Conflicts of Interest.” We cannot assure you that these conflicts will be resolved in our favor.

Our officers and directors are currently affiliated with entities engaged in business activities similar to those intended to be conducted by us and accordingly, may have conflicts of interest in determining which entity a particular business opportunity should be presented to.

Our officers and directors may in the future become affiliated with other entities, including other “blank check” companies, engaged in business activities similar to those intended to be conducted by us. Additionally, our officers and directors may become aware of business opportunities which may be appropriate for presentation to us as well as the other entities with which they are or may be affiliated. Further, certain of our officers and directors are currently involved in other businesses that are similar to the business activities that we intend to conduct following a business combination. Due to these existing affiliations, they have prior fiduciary obligations to present potential business opportunities to those entities prior to presenting them to us which could cause additional conflicts of interest. Accordingly, they have conflicts of interest in determining to which entity a particular business opportunity should be presented. For a complete discussion of our management’s business affiliations and the potential conflicts of interest that you should be aware of, see the sections below entitled “Management—Directors and Executive Officers” and “Management—Conflicts of Interest.” We cannot assure you that these conflicts will be resolved in our favor.

All of our directors own shares of our common stock which will not participate in liquidation distributions and therefore they may have a conflict of interest in determining whether a particular target business is appropriate for a business combination.

All of our directors own stock in our company, but have waived their right to receive distributions with respect to those shares upon our liquidation if we are unable to complete a business combination. Additionally, Mr. Engel or his designees have agreed to purchase up to an aggregate of $1,000,000 of warrants on the open market for a price not to exceed $1.20 per warrant, within six months of such warrants trading separately. These warrants will not be sold until the consummation of a business combination. The shares and warrants owned by these persons (including our directors) will be worthless if we do not consummate a business combination. The personal and financial interests of these directors may influence their motivation in identifying and selecting a target business and completing a business combination in a timely manner. Consequently, these directors’ discretion in identifying and selecting a suitable target business may result in a conflict of interest when determining whether the terms, conditions and timing of a particular business combination are appropriate and in our stockholders’ best interest.

Our existing stockholders will not receive reimbursement for any out-of-pocket expenses incurred by them to the extent that such expenses exceed the amount available outside the trust fund, unless the business combination is consummated. The amount of available proceeds is based on management estimates of the capital needed to fund our operations for the next 18 months and to consummate a business combination. Those estimates may prove to be inaccurate, especially if a portion of the available proceeds is used to make a down payment or pay exclusivity or similar fees in connection with a business combination or if we expend a significant portion in pursuit of an acquisition that is not consummated. The financial interest of such persons could influence their motivation in selecting a target business and thus, there may be a conflict of interest when determining whether a particular business combination is in the stockholders' best interest.

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

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

·	make a special written suitability determination for the purchaser;

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

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

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

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

We may only be able to complete one business combination, which will cause us to be solely dependent on a single business and a limited number of products or services.

The net proceeds from this offering will provide us with approximately $17,400,000 which we may use to complete a business combination. Our initial business combination must be with a business with a fair market value of at least 80% of our net assets at the time of such acquisition. Consequently, we may only have the ability to complete a single business combination, although this may entail the simultaneous acquisitions of several assets or related operating businesses at the same time (which may include a minority interest in such assets or operating businesses). Accordingly, the prospects for our ability to effect our business strategy may be:

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

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

In this case, we will not be able to diversify our operations or benefit from the possible spreading of risks or offsetting of losses, unlike other entities which may have the resources to complete several business combinations in different industries or different areas of a single industry so as to diversify risks and offset losses. Further, the prospects for our success may be entirely dependent upon the future performance of the initial target business or businesses we acquire.

Furthermore, since our business combination may entail the simultaneous acquisitions of several assets or operating businesses and may be with different sellers, we will need to convince such sellers to agree that the purchase of their assets or businesses is contingent upon the simultaneous closings of the other acquisitions. In addition, we may not have sufficient management, financial and other resources to effectively investigate the business and affairs of multiple acquisition candidates simultaneously or to negotiate the terms of multiple acquisition agreements at the same time which could result in a failure to properly evaluate multiple acquisitions.

Since we may also purchase a minority interest in an operating business, we may not be able to exercise full control over our investment.

We may decide to acquire a minority interest or interests in one or several operating businesses. This will subject us to the risk that we may be unable to fully or even partially control our investment, the risk that the majority equityholders will make decisions which we believe are not in the best interests of the company or entity in which we have invested, the risk that the majority equityholders will take actions detrimental to us as a minority holder and the risk that our investment, should we decide to sell it, will be relatively illiquid. The occurrence of any or all of these events could have a material adverse effect on our results of operations.

We may be unable to obtain additional financing, if required, to complete a business combination or to fund the operations and growth of the target business, which could compel us to restructure the transaction or abandon a particular business combination.

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

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

Upon consummation of our offering, our existing stockholders (including all of our officers and directors) will collectively own 20% of our issued and outstanding shares of common stock (assuming they do not purchase units in this offering). Additionally, Mr. Engel or his designees have agreed to purchase up to an aggregate of $1,000,000 of warrants on the open market for a price not to exceed $1.20 per warrant, within six months of such warrants being traded separately. These warrants cannot be sold until after consummation of a business combination. None of our other existing stockholders, officers and directors has indicated to us that they intend to purchase units in the offering or warrants on the open market.

Our board of directors is divided into two classes, each of which will generally serve for a term of two years with only one class of directors being elected in each year. It is unlikely that there will be an annual meeting of stockholders to elect new directors prior to the consummation of a business combination, in which case all of the current directors will continue in office at least until the consummation of the business combination. If there is an annual meeting, as a consequence of our “staggered” board of directors, initially only a minority of the board of directors will be considered for election and our existing stockholders, because of their ownership position, will have considerable influence regarding the outcome. Accordingly, our existing stockholders will continue to exert control at least until the consummation of a business combination. In addition, our existing stockholders and their affiliates and relatives are not prohibited from purchasing units in this offering or in the open market. If they do, we cannot assure you that our existing stockholders will not have considerable influence upon the vote in connection with a business combination.

Purchases of warrants in the open market may stabilize the market price of the warrants at a higher price than would otherwise prevail and which may decrease substantially once such purchases cease.

Mr. Engel, or his designees, have agreed to purchase up to an aggregate of $1,000,000 worth of our warrants, through open market purchases, at a price not to exceed $1.20, within the first six months after such warrants begin trading separately from our shares of common stock. In addition, Maxim Group LLC has agreed to purchase $250,000 of our warrants in the open market on similar terms to Mr. Engel or his designees. Such warrant purchases by Mr. Engel, Maxim Group LLC, their respective affiliates or designees or other existing stockholders and their affiliates may have the effect of stabilizing the market price of the warrants at a price above that which would prevail in the absence of such purchases. Since the obligation of Mr. Engel and Maxim and their respective affiliates or designees only continues until the end of the six month anniversary of the separate trading of the warrants or such earlier time as such parties have satisfied their purchase obligations, the market price of the warrants may substantially decrease once such purchases have ended.

Our existing stockholders paid an aggregate of $25,000, or approximately $0.04 per share, for their shares and, accordingly, you will experience immediate and substantial dilution from the purchase of our common stock.

The difference between the public offering price per share of our common stock and the pro forma net tangible book value per share of our common stock after this offering constitutes the dilution to you and the other investors in this offering. The fact that our existing stockholders acquired their shares of common stock at a nominal price has significantly contributed to this dilution. Assuming the offering is completed, you and the other new investors will incur an immediate and substantial dilution of approximately 31% or $2.448 per share (the difference between the pro forma net tangible book value per share of $5.552, and the initial offering price of $8.00 per unit).

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

In connection with this offering, as part of the units (but not including any overallotments issued to the underwriters), we will be issuing warrants to purchase 2,500,000 shares of common stock. In addition, we have agreed to sell to Maxim Group LLC an option to purchase up to 175,000 units. To the extent we issue shares of common stock to effect a business combination, the potential for the issuance of substantial numbers of additional shares upon exercise of these warrants could make us a less attractive acquisition vehicle in the eyes of a target business as such securities, when exercised, will increase the number of issued and outstanding shares of our common stock and reduce the value of the shares issued to complete the business combination. Accordingly, our warrants may make it more difficult to effectuate a business combination or increase the cost of the target business. Additionally, the sale, or even the possibility of sale, of the shares underlying the warrants could have an adverse effect on the market price for our securities or on our ability to obtain future public financing. If and to the extent these warrants are exercised, you may experience dilution to your holdings.

If our existing stockholders exercise their registration rights, it may have an adverse effect on the market price our common stock and the existence of these rights may make it more difficult to effect a business combination.

Our existing stockholders are entitled to require us to register the resale of their shares of common stock at any time after the date on which their shares are released from escrow, which, except in limited circumstances, will not be before three years from the date of this prospectus. If our existing stockholders exercise their registration rights with respect to all of their shares of common stock, then there will be an additional 625,000 shares of common stock eligible for trading in the public market. The presence of this additional number of shares of common stock eligible for trading in the public market may have an adverse effect on the market price of our common stock. In addition, the existence of these rights may make it more difficult to effectuate a business combination or increase the cost of the target business, as the stockholders of the target business may be discouraged from entering into a business combination with us or will request a higher price for their securities as a result of these registration rights and the potential future effect their exercise may have on the trading market for our common stock.

If you are not an institutional investor, you may purchase our securities in this offering only if you reside within the states in which we will apply to have the securities registered. Although the states are preempted from regulating the resales of our securities, state securities regulators who view blank check offerings unfavorably could use or threaten to use their investigative or enforcement powers to hinder resales in their states.

We have applied to register our securities, or have obtained or will seek to obtain an exemption from registration, in Colorado, Delaware, the District of Columbia, Florida, Hawaii, Illinois, Indiana, Maryland, New York, Rhode Island and Wyoming. If you are not an “institutional investor,” you must be a resident of these jurisdictions to purchase our securities in the offering. The definition of an “institutional investor” varies from state to state but generally includes financial institutions, broker-dealers, banks, insurance companies and other qualified entities. Institutional investors in every state except in Idaho may purchase the units in this offering pursuant to exemptions provided to such entities under the Blue Sky laws of various states. Under the National Securities Market Improvement Act of 1996, the states are pre-empted from regulating transactions in covered securities. We will file periodic and annual reports under the Securities Exchange Act of 1934, as amended, and our securities will be considered covered securities. Therefore, the states will be pre-empted from regulating the resales of the units, from and after the effective date, and the common stock and warrants comprising the units, once they become separately transferable. However, the states retain the jurisdiction to investigate and bring enforcement actions with respect to fraud or deceit, or unlawful conduct by a broker or dealer, in connection with the sale of securities. Although we are not aware of a state having used these powers to prohibit or restrict resales of securities issued by blank check companies generally, certain state securities commissioners view blank check companies unfavorably and might use these powers, or threaten to use these powers, to hinder the resale of securities of blank check companies in their states. For a more complete discussion of the state securities laws and registrations affecting this offering, please see “Underwriting - State Blue Sky Information” below.

We intend to have our securities quoted on the OTC Bulletin Board, which will limit the liquidity and price of our securities more than if our securities were quoted or listed on the Nasdaq Stock Market or a national exchange.

We anticipate that our securities will be traded in the over-the-counter market. It is anticipated that they will be quoted on the OTC Bulletin Board, an NASD-sponsored and operated inter-dealer automated quotation system for equity securities not included in the Nasdaq Stock Market. Quotation of our securities on the OTC Bulletin Board will limit the liquidity and price of our securities more than if our securities were quoted or listed on The Nasdaq Stock Market or a national exchange. Lack of liquidity will limit the price at which you may be able to sell our securities or your ability to sell our securities at all.

The representative of the underwriters in the offering has only limited experience acting in such role.

Although certain principals of Maxim Group LLC have extensive experience in the securities industry, Maxim Group LLC itself was formed in October 2002 and has acted as the lead manager in only four firm commitment public offerings, co-manager in four firm commitment public offerings and as a member of the underwriting syndicate in ninety eight underwritten public offerings. Since Maxim Group LLC has limited experience in underwriting firm commitment public offerings, their lack of experience may adversely affect the public offering price of our units, common stock and warrants and the subsequent development, if any, of a trading market for our units, common stock and warrants.

If we are deemed to be an investment company, we may be required to institute burdensome compliance requirements and our activities may be restricted, which may make it difficult for us to complete a business combination.

If we are deemed to be an investment company under the Investment Company Act of 1940, our activities may be restricted which, among other problems, may make it difficult for us to complete a business combination. Such restrictions include:

·	restrictions on the nature of our investments; and

·	restrictions on the issuance of securities.

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

·	registration as an investment company;

·	adoption of a specific form of corporate structure; and

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

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

Our directors may not be considered “independent” under the policies of the North American Securities Administrators Association, Inc. and, therefore, may take actions or incur expenses that are not deemed to be independently approved or independently determined to be in our best interest.

All of our officers or directors own shares of our common stock. Additionally, no salary or other compensation will be paid to our officers or directors for services rendered by them on our behalf prior to or in connection with a business combination. We believe that two members of our board of directors are currently “independent” as that term is commonly used. However, under the policies of the North American Securities Administrators Association, Inc., because our directors may receive reimbursement for out-of-pocket expenses incurred by them in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations, state securities administrators could take the position that such individual is not “independent.” If this were the case, they would take the position that we would not have the benefit of independent directors examining the propriety of expenses incurred on our behalf and subject to reimbursement. Additionally, there is no limit on the amount of out-of-pocket expenses that could be incurred and there will be no review of the reasonableness of the expenses by anyone other than our board of directors, which would include persons who may seek reimbursement, or a court of competent jurisdiction if such reimbursement is challenged. If actions are taken, or expenses are incurred that are actually not in our best interests, it could have a material adverse effect on our business and operations and the price of our stock held by the public stockholders.

After the consummation of a business combination, we expect to pay two of our directors, Messrs. Arthur and Jaffe, $100,000 each in director’s fees for services to be provided in their capacity as directors in the one year following such business combination, should they agree to remain on our board of directors. Additionally, as part of their compensation as directors, we have discussed issuing both Messrs. Arthur and Jaffe options to purchase shares of our common stock upon consummation of a business combination and implementation of a stock option plan, should they agree to remain on our board of directors. We have not yet entered into any formal agreements with regard to these matters. If we do enter into formal agreements, at the time such agreements become operative, Messrs. Arthur and Jaffe may no longer qualify as independent directors and, if necessary, we would need to locate additional directors to serve as our independent directors.

Because our initial stockholders’ initial equity investment was only $25,000, our offering may be disallowed by state administrators that follow the North American Securities Administrators Association, Inc. Statement of Policy on promotional or development stage companies.

Pursuant to the Statement of Policy Regarding Promoter’s Equity Investment promulgated by The North American Securities Administrators Association, Inc., an international organization devoted to investor protection, any state administrator may disallow an offering of a promotional or development stage company if the initial equity investment by a company’s promoters does not equal a certain percentage of the aggregate public offering price. Our promoters’ initial investment of $25,000 is less than the required $588,000 minimum amount pursuant to this policy (assuming non-exercise of the overallotment option). Accordingly, a state administrator would have the discretion to disallow our offering if it wanted to. We cannot assure you that our offering would not be disallowed pursuant to this policy.

Since we have not currently selected a prospective target business with which to complete a business combination, investors in this offering are unable to currently ascertain the merits or risks of the target business’ operations.

Since we have not yet identified a prospective target, investors in this offering have no current basis to evaluate the possible merits or risks of the target business’ operations. To the extent we complete a business combination with a financially unstable company, an entity in its development stage and/or an entity subject to unknown or unmanageable liabilities, we may be affected by numerous risks inherent in the business operations of those entities. Although our management will endeavor to evaluate the risks inherent in a particular target business, we cannot assure you that we will properly ascertain or assess all of the significant risk factors. We also cannot assure you that an investment in our units will not ultimately prove to be less favorable to investors in this offering than a direct investment, if an opportunity were available, in a target business. For a more complete discussion of our selection of a target business, see the section below entitled “Effecting a business combination—We have not identified a target business.”

Risks Associated with the Publishing Industry

Even if we consummate a business combination, of which no assurances can be given, our proposed business will be subject to numerous risks, including the following:

Our potential business would be heavily dependent on publishing, and any revenue or income we would derive could decrease as a result of industry downturns or cost increases.

Because our potential business may depend on publishing books, magazines or other publications, we may be adversely affected by increased publishing industry costs. The publishing industry is subject to various economic factors that could cause a downturn in industry revenues and profits and a decline in our potential business. For example, increases in the cost of paper, printing expenses and mailing costs could reduce income from our potential publications. To the extent that we become involved in the magazine industry, a decline in magazine popularity generally and/or in advertising revenue could also adversely affect our results and financial condition.

Any potential revenues and income we earn could decline due to general economic trends and declines in spending.

In the industry segments in which we plan to operate, i.e. publishing and related businesses, revenues are largely generated by business and/or consumers discretionary spending. Advertising in magazines, and consumer spending on books, periodicals, or other publications, may therefore tend to decline during recessionary periods. They may also decline at other times for various, not-always-measurable reasons. In parallel, the industries that are symbiotic with publishing (such as marketers of products whose sales may be impacted by the books or magazines we publish, or entertainment companies using the content of our published materials) may also decline. Such declines would adversely affect our business.

We would compete in highly competitive markets, and we would be vulnerable to larger, more experienced, and better financed competitors.

The publishing markets in which we may compete are extremely competitive. We believe the competition we would face would be based primarily on the following factors:

price;

·	editorial quality;

·	distribution;

·	marketing;

licenses;

·	timely introduction of new titles;

·	product positioning; and

·	author name recognition.

Many of our potential competitors in the publishing market will have significantly more resources, broader market presence, and greater experience than we have. These advantages will allow them to spend considerably more on marketing, and may allow them to use their greater resources more effectively than we can. Accordingly, these competitors may be able to take advantage of market opportunities and withstand market downturns better than we can.

The industries related to publishing in which we may compete similarly face competition. In videos and DVDs, established television channels may be able to market products that are competitive to ours with more media support than we can afford. In Internet product offerings, large competitors such as Amazon, eBay, Barnes & Noble and Yahoo, may copy any successful launches we pioneer and thus inhibit our offerings' long term success.

There are few barriers to entry into our potential lines of business, allowing new companies to launch books or other publications competitive with ours.

The publishing industry has relatively low barriers to entry. As a result, new companies and ventures may, and in all likelihood will, launch books, publications or other products which will compete with any that we may in the future produce. In addition, some of our competitors may be well financed by larger rivals, and they may gain popularity in the marketplace at our expense. This could in turn result in a decline in our potential revenues.

We would face competition directly not only from other book publishers, but indirectly from non-print media such as the Internet, CD-ROMs, or various forms of electronic downloads.

While we will seek out businesses that prove adaptable to new means of communication and dissemination of information, we cannot guarantee you that we will succeed in finding or consummating a business combination with such a business. If consumers generally were to begin to rely on information disseminated via non-print media, our potential business, to the extent it was not adaptable to such dissemination, would be adversely affected.

If we are unable to predict, respond to, or influence trends that appeal to our customers, our potential revenues would fall.

Any potential business we enter will be heavily dependent on our ability to provide creative, useful and attractive ideas, information and concepts, with strong appeal to our potential individual and/or corporate customers. In order to accomplish this, we will have to respond quickly and effectively to the demand for changing ideas, information, concepts and products. We cannot be sure that any new ideas and content that we may develop will fulfill those demands, or that such ideas or content will gain commercial acceptance.

A decline in demand may generate heavy returns of our potential products.

Most books, DVDs, and video sales are made on a "guaranteed sale" basis. Thus, if the product fails to sell, or if a retailer, after ordering product, decides not to put part or all of it up for sale, the retailer may return the merchandise for full credit. If the return is substantial, it may result in excess inventory that is unsalable at normal retail rates and must be sold at a considerable loss, or even scrapped. Such returns would adversely affect our potential revenues and results of operations.

New product introductions may fail.

As our potential book titles, publications or other assets age, they will sell more slowly. Consequently, maintaining or building our revenue will depend on our ability to identify market trends and launch new titles, publications, or Internet offerings to serve them. We cannot assure you that such new products will be successful.

We may not recoup the cost of developing new products.

To establish market acceptance of any new book or publication, we would have to dedicate significant time and money to research, intellectual property development, production, marketing, and sales. These costs would be especially high and speculative in developing new products in the rapidly evolving electronic arenas such as DVDs, video-on-demand and video games where substantial expenses often precede meaningful revenues. Thus, we may not recoup the cost of developing any new books or publications, especially electronic products, for lengthy periods or at all.

Our stock may not reach its full value due to fluctuations in our sales and profit performance and seasonality.

Revenues from quarter-to-quarter and from year-to-year may be adversely affected by the number and timing of new books, publications, or other intellectual property. As a result, our sales and profit performance may not be steady, adversely affecting the attitudes of investors towards us, as well as the price of our stock. Additionally, the publishing industry’s seasonal nature is directly tied to the buying patterns of consumers for books, many of which sell more heavily during the pre-Christmas season. These buying patterns may also affect our quarterly revenues and results of operations.

Companies we may acquire may be dependent on licenses for intellectual property that may be of limited duration and may not be renewed.

Many publishers depend for much of their volume on licensed brand names or characters. Such licenses may be of only a limited remaining duration. Upon their expiration, the licensor may either demand higher fees, our may refuse to extend the license at all. To the extent we find ourselves in such a situation, we may experience a considerable reduction in the sales and profits of any potential companies we may acquire.

Authors whose books become successful may demand larger advances, or may switch to another publisher.

Certain books which we may publish or otherwise produce may become “best-sellers” garnering considerable publicity for their authors. In such cases, authors may demand higher fees for future books, or switch to larger publishers who can afford to pay them more than we can. Such actions would block our opportunity to capitalize on any such successful books.

Intellectual property claims and other litigation against us can be costly and result in the loss of significant rights, as well as impair our management’s ability to run our potential business.

If we acquire a business or assets in the publishing or related industries, other parties may assert, against us, claims of ownership or infringement of some or all of the intellectual property we purchased. They may then either demand payment for the use of that property, or force us to cease and desist. We cannot assure you that we would prevail against any such claims. Additionally, such litigation may result in substantial costs and may detract from the time our management can devote to our affairs, including running any potential businesses we have acquired or searching for potential target companies or assets for business combinations. This would materially adversely affect our results of operations, as well as our chances of successfully completing such business combinations.

Rights we may own or acquire may be limited in scope and not extend to all present or future media, and may not include the right to create derivative works.

Licenses held by companies we may acquire or otherwise obtained by us may not extend to the right to reproduce such intellectual property in all present and future media formats. As a result, if there were a shift to media other than that for which we hold licenses, we may lose business in our traditional areas without being able to replace it in the new areas. This may materially reduce our potential revenue.

There may be risks associated with our potential distribution channels.

We may choose to sell our potential books or other publications primarily to large retail chains, large wholesalers, warehouse clubs, office superstores and computer and electronics superstores. Our future financial results may therefore depend in large part on our relationship with such customers. Any disruption in such relationships could adversely affect our financial performance.

To obtain sufficiently low prices, we may have to purchase relatively large quantities of book inventories some of which may prove to be unsalable.

In general, the price of book printing and binding drops significantly with increased quantities per title. Thus, publishers are often forced to purchase quantities that, if the book fails to live up to expectations, may not sell for long periods, or may have to be liquidated at well below cost. To the extent that any potential business we acquire would be forced to take such action, such sell-offs may materially reduce its potential revenue.

If we acquire minority interests in companies that we believe will benefit from the exposure gained by our publishing and media efforts, those companies may decline for reasons outside our control.

We may acquire minority interests in companies whose sales, in the opinion of our management, will be boosted by the dissemination of any intellectual property we may acquire. Any investments in such companies may prove unsuccessful, either because the anticipated increase in sales boost does not occur, or because non-related factors outside our control, such as the decline in the industry in which the company operates, or the decision of the acquired company’s management to enter new lines of business, may harm those companies.

If we acquire several companies with the intent of merging them to achieve economies of combination, a failure to merge them smoothly may harm our financial results.

If we acquire several companies, rather than a single one, to total a value of at least 80% of our net assets, we would expect to achieve economies of combination by downsizing the combined management and administrative staffs into a smaller, less expensive management cadre. If we are not successful in achieving these economies of combination, our financial results could suffer.

USE OF PROCEEDS

We estimate that the net proceeds of this offering and our expected uses will be as set forth in the following table:

			Without Over- Allotment Option		Over-Allotment Option Exercised
Gross proceeds				$20,000,000		$23,000,000
Offering expenses
	Underwriting discount (1)(2)			$1,200,000		$1,380,000
	Underwriting non-accountable expense allowance (3)			$400,000		$400,000
	Legal fees and expenses (including blue sky services and expenses)			$200,000		$200,000
	Miscellaneous expenses			$14,174		$14,174
	Printing and engraving expenses			$50,000		$50,000
	Accounting fees and expenses			$25,000		$25,000
	SEC registration fee			$5,042		$5,042
	NASD registration fee			$4,784		$4,784
	Initial trustee’s fee			$1,000		$1,000
	D&O Insurance			$70,000		$70,000
Net proceeds
	Held in trust (2)			$17,400,000		$20,010,000
	Not held in trust			$630,000		$840,000
		Total net proceeds		$18,030,000		$20,850,000
Use of net proceeds not held in trust
Legal, accounting and other expenses attendant to the due diligence investigations, structuring and negotiation of a business combination				$200,000		$200,000
Payment for administrative services and support ($7,500 per month for 18 months)				$135,000		$135,000
Due diligence of prospective target businesses				$200,000		$200,000
Legal and accounting fees relating to SEC reporting obligations				$50,000		$50,000
Working capital and reserves				$45,000		$255,000
		Total		$630,000		$840,000

(1)	Consists of an underwriting discount of 6% of the gross proceeds of this Offering (including any units sold to cover overallotments).

(2)	Upon consummation of a business combination, Maxim Group LLC will be paid an additional underwriting discount in the amount of 2% of the gross proceeds of this Offering (including any units sold to cover overallotments) out of the funds held in trust.

(3)	The 2% non-accountable expense allowance is not payable with respect to the units sold upon exercise of the underwriters’ over-allotment option.

$17,400,000, or $20,010,000 if the underwriters’ over-allotment option is exercised in full, of the net proceeds will be placed in a trust account at JP Morgan Chase NY Bank maintained by American Stock Transfer & Trust Company, New York, New York, as trustee. The proceeds will not be released from the trust fund until the earlier of the completion of a business combination or our liquidation, net of any taxes paid. The proceeds held in the trust fund may be used as consideration to pay the sellers of a target business with which we ultimately complete a business combination. Any amounts not paid as consideration to the sellers of the target business may be used to finance operations of the target business or to effect other acquisitions, as determined by our board of directors at that time.

Pursuant to the terms of a letter agreement, we have agreed to pay a monthly fee of $7,500 to Silverback Books, an affiliate of Messrs. Engel, Cohl and Dombrowski, for general and administrative services, such as an allocable share of receptionist, secretarial and general office services.

Mr. Engel or his designees have agreed to purchase up to $1,000,000 of our warrants in the open market, at a price per warrant not to exceed $1.20, within six months of such warrants being separately tradeable. These warrants will not be sold by Mr. Engel or his designees until the consummation of a business combination. Maxim Group LLC or certain of its principals, affiliates or designees has also agreed to purchase $250,000 of our warrants in the open market on similar terms, however, Maxim Group LLC or certain of its principals, affiliates or designees may sell their warrants prior to the consummation of a business combination.

Prior to the closing of a business combination, we have agreed to obtain keyman life insurance in the amount of $2,000,000 in the aggregate on the lives of Messrs. Engel and Cohl for a three year period. Based on current estimates, the premium for such life insurance policies, of which we will be the sole beneficiary, is expected to be approximately $30,000 per year.

We intend to use the excess working capital (approximately $45,000) being held in reserve in the event due diligence, legal, accounting and other expenses of structuring and negotiating business combinations exceed our estimates, as well as for reimbursement of any out-of-pocket expenses incurred by our existing stockholders in connection with activities on our behalf as described below. We expect that due diligence of prospective target businesses will be performed by some or all of our officers and directors and may include engaging market research firms and/or third party consultants. Our officers and directors will not receive any compensation for their due diligence of prospective target businesses, but would be reimbursed for any out-of-pocket expenses (such as travel expenses) incurred in connection with such due diligence activities. We believe that the excess working capital will be sufficient to cover the foregoing expenses and reimbursement costs.

It is also possible that we could use a portion of such excess working capital to make a deposit, down payment or fund a "no-shop" provision with respect to a particular proposed business combination, although we do not have any current intention to do so. In the event that we were ultimately required to forfeit such funds (whether as a result of our breach of the agreement relating to such payment or otherwise), we may not have a sufficient amount of working capital available outside of the trust account to conduct due diligence and pay other expenses related to finding another suitable business combination without securing additional financing. Thus, if we were unable to secure additional financing, we would most likely fail to consummate a business combination in the allotted time and would be forced to liquidate.

We may not use all of the proceeds in the trust in connection with a business combination, either because the consideration for the business combination is less than the proceeds in trust or because we finance a portion of the consideration with our capital stock or debt securities. In that event, the proceeds held in the trust account as well as any other net proceeds not expended will be used to finance the operations of the target businesses, which may include subsequent acquisitions.

As of the date of this prospectus, Howard Cohl and affiliates of Peter Engel have loaned us a total of $235,000, which was used to pay a portion of the expenses of this offering, such as SEC registration fees, NASD registration fees, blue sky filing fees and legal and accounting fees and expenses. These loans will be payable without interest on the earlier of December 12, 2006 or consummation of this offering. The loans will be repaid out of the net proceeds of this offering not being placed in trust.

The net proceeds of this offering not held in the trust fund and not immediately required for the purposes set forth above will be invested only in United States “government securities,” defined as any Treasury Bill issued by the United States having a maturity of one hundred and eighty days or less so that we are not deemed to be an investment company under the Investment Company Act. The interest income derived from investment of these net proceeds during this period will be used to defray our general and administrative expenses, as well as costs relating to compliance with securities laws and regulations, including associated professional fees, until a business combination is completed. We believe that, upon consummation of this offering, we will have sufficient available funds to operate for at least the next 18 months, assuming that a business combination is not consummated during that time.

Other than the $7,500 aggregate per month general and administrative service fees described above, no compensation of any kind (including finder’s and consulting fees) will be paid by us or any person or entity to any of our existing stockholders, or any of their affiliates, for services rendered to us prior to or in connection with the consummation of the business combination. However, our existing stockholders will receive reimbursement for any out-of-pocket expenses incurred by them in connection with activities on our behalf, such as identifying potential target businesses and performing due diligence on suitable business combinations. After the consummation of a business combination, if any, to the extent our management remains as officers of the resulting business, we anticipate that they may enter into employment or consulting agreements, the terms of which shall be negotiated and which we expect to be comparable to employment or consulting agreements with other similarly-situated companies in the publishing industry and/or other related industries. Further, after the consummation of a business combination, if any, to the extent our directors remain as directors of the resulting business, we anticipate that they will receive compensation comparable to directors at other similarly-situated companies in the publishing industry and/or other related industries.

A public stockholder will be entitled to receive funds from the trust fund (including interest earned on his, her or its portion of the trust fund, less the amount of taxes paid, if any, on interest earned) only in the event of our liquidation upon our failure to complete a business combination or if that public stockholder were to seek to convert such shares into cash in connection with a business combination which the public stockholder voted against and which we actually consummate. In no other circumstances will a public stockholder have any right or interest of any kind to or in the trust fund. The term public stockholders means the holders of common stock sold as part of the units in this offering or in the open market, including any existing stockholders to the extent that they purchase or acquire such shares.

DILUTION

The difference between the public offering price per share of common stock, assuming no value is attributed to the warrants included in the units, and the pro forma net tangible book value per share of our common stock after this offering constitutes the dilution to investors in this offering. Net tangible book value per share is determined by dividing our net tangible book value, which is our total tangible assets less total liabilities (including the value of common stock which may be converted into cash if voted against the business combination), by the number of outstanding shares of our common stock.

At August 31, 2005, our net tangible book value was a deficiency of $35,350, or approximately ($.057) per share of common stock. After giving effect to the sale of 2,500,000 shares of common stock included in the units, and the deduction of underwriting discounts and estimated expenses of this offering, our pro forma net tangible book value (as decreased by the value of 499,750 shares of common stock which may be converted into cash) at August 31, 2005 would have been $14,576,390 or $5.552 per share, representing an immediate increase in net tangible book value of $5.609 per share to the existing stockholders and an immediate dilution of $2.448 per share or 31% to new investors not exercising their conversion rights.

The following table illustrates the dilution to the new investors on a per-share basis, assuming no value is attributed to the warrants included in the units:

Public offering price			$	8.00
Net tangible book value before this offering	(.057	)
Increase attributable to new investors	5.609
Pro forma net tangible book value after this offering				5.552
Dilution to new investors			$	2.448

Our pro forma net tangible book value after this offering has been reduced by approximately $3,478,260 because if we effect a business combination, the conversion rights to the public stockholders may result in the conversion into cash of up to approximately 19.99% of the aggregate number of the shares sold in this offering at a per-share conversion price equal to the amount in the trust fund calculated as of two business days prior to the consummation of the proposed business combination, inclusive of any interest less the amount of taxes paid, if any, on interest earned, divided by the number of shares sold in this offering.

The following table sets forth information with respect to our existing stockholders and the new investors:

	Shares Purchased		Total Consideration
						Average Price Per Share
	Number	Percentage	Amount		Percentage
Existing stockholders	625,000	20.0%		$25,000	0.01%	$0.04
New investors (1)	2,500,000	80.0%		$20,000,000	99.99%	$8.00
	3,125,000	100.0%		$20,025,000	100%

(1)	Assumes the sale of 2,500,000 units in this offering, but not the exercise of 2,500,000 warrants to purchase shares of our common stock sold as part of such units.

CAPITALIZATION

The following table sets forth our capitalization at August 31, 2005 and as adjusted to give effect to the sale of our units and the application of the estimated net proceeds derived from the sale of our units:

				August 31, 2005
				Actual		As Adjusted

Notes payable (1)			$	235,000	$	---
Common stock, $.0001 par value, -0- and 499,750 shares which are subject to possible conversion, shares at conversion value(2)			$	---	$	3,478,260
Stockholders’ equity:
	Preferred stock, $.0001 par value, 1,000,000 shares authorized; none issued or outstanding		$	---	$	---
	Common stock, $.0001 par value, 50,000,000 shares authorized; 625,000 shares issued and outstanding; 3,125,000 shares issued and outstanding (excluding 499,750 shares subject to possible conversion), as adjusted		$	63	$	263
	Additional paid-in capital		$	24,937	$	14,576,477
	Deficit accumulated during the development stage		$	(350)	$	(350)
		Total stockholders’ equity	$	24,650	$	14,576,390
		Total capitalization	$	259,650	$	18,054,650

(1) Notes payable are payable on the earlier of December 12, 2006 or the consummation of this offering.

(2) If we consummate a business combination, the conversion rights afforded to our public stockholders may result in the conversion into cash (approximately $3,478,260) of up to approximately 19.99% of the aggregate number of shares (approximately 499,750 shares) sold in this offering at a per-share conversion price equal to the amount in the trust fund ($6.96 per share), inclusive of any interest thereon less the amount of taxes paid, if any, on interest earned, as of two business days prior to the proposed consummation of a business combination divided by the number of shares sold in this offering.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

We were formed in August 2005 for the purpose of acquiring, merging with, engaging in a capital stock exchange with, purchasing all or substantially all, or purchasing a combination of substantially all plus a minority interest in the assets of, or engaging in any other similar business combination with a single operating entity, or one or more related or unrelated operating entities, or assets in the publishing industry and/or other related industries. We intend to utilize cash derived from the proceeds of this offering, our capital stock, debt or a combination of cash, capital stock and debt, in effecting a business combination. The issuance of additional capital stock, including upon conversion of any convertible debt securities we may issue, or the incurrence of debt could have material consequences on our business and financial condition. The issuance of additional shares of our capital stock (including upon conversion of convertible debt securities):

·	may significantly reduce the equity interest of our stockholders;

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

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

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

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

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

·	our inability to obtain additional financing, if necessary, if the debt security contained covenants restricting our ability to obtain additional financing while such security was outstanding.

We have neither engaged in any operations nor generated any revenues to date. Our entire activity since inception has been to prepare for our proposed fundraising through an offering of our equity securities.

We estimate that the net proceeds from the sale of the units, after deducting offering expenses of approximately $1,970,000, including $400,000 evidencing the underwriters’ non-accountable expense allowance of 2% of the gross proceeds, and underwriting discounts of approximately $1,200,000 (or $1,380,000 if the underwriters’ over-allotment option is exercised in full), will be approximately $18,030,000 (or $20,850,000 if the underwriters’ over-allotment option is exercised in full). Of this amount, $17,400,000, or $20,010,000 if the underwriters’ over-allotment option is exercised in full, will be held in trust and the remaining $630,000 (or $840,000 if the underwriters’ over-allotment option is exercised in full) will not be held in trust. We will use substantially all of the net proceeds of this offering to acquire a target business, including identifying and evaluating prospective acquisition candidates, selecting the target business, and structuring, negotiating and consummating the business combination. To the extent that our capital stock is used in whole or in part as consideration to effect a business combination, the proceeds held in the trust fund as well as any other net proceeds not expended will be used to finance the operations of the target business. We believe that, upon consummation of this offering, the funds available to us outside of the trust fund will be sufficient to allow us to operate for at least the next 18 months, assuming that a business combination is not consummated during that time. Over this time period, we anticipate approximately $200,000 of expenses for legal, accounting and other expenses attendant to the due diligence investigations, structuring and negotiating of a business combination, $135,000 for administrative services and support payable to an affiliated third parties (up to $7,500 per month for 18 months), $200,000 of expenses for the due diligence and investigation of a target business, $50,000 of expenses in legal and accounting fees relating to our SEC reporting obligations and $45,000 for general working capital that will be used for miscellaneous expenses and reserves. We do not believe we will need to raise additional funds following this offering in order to meet the expenditures required for operating our business. However, we may need to raise additional funds through a private offering of debt or equity securities if such funds are required to consummate a business combination that is presented to us. We would only consummate such a fund raising simultaneously with the consummation of a business combination.

As of the date of this prospectus, Howard Cohl and affiliates of Peter Engel have loaned us a total of $235,000, which was used to pay a portion of the expenses of this offering, such as SEC registration fees, NASD registration fees, blue sky filing fees and legal and accounting fees and expenses. These loans will be payable without interest on the earlier of December 12, 2006 or the consummation of this offering. The loans will be repaid out of the net proceeds of this offering not being placed in trust.

We have granted a purchase option to Maxim Group LLC to be issued upon the closing of this offering. If the offering does not close, the purchase option will not be issued. Based on Emerging Issues Task Force 00-19, Accounting for Derivative Financial Instruments Indexed to, and Potentially Settle in, a Company's Own Stock, the purchase option will initially be measured at fair value and reported in permanent equity, and subsequent changes in fair value will not be recognized as long as the purchase option continues to be classified as an equity instrument. Accordingly, there will be no net impact on our financial position or results of operations except for recording of the $100 proceeds from sale. We estimate that the fair value of the purchase option at the date of issue will be approximately $1.90 per share or approximately $332,500 in the aggregate. If we do not consummate a business combination within the prescribed time period and we liquidate, the purchase option will become worthless.

PROPOSED BUSINESS

Introduction

We are a blank check company organized under the laws of the State of Delaware on August 12, 2005. We were formed for the purpose of acquiring, merging with, engaging in a capital stock exchange with, purchasing all or substantially all, or purchasing a combination of substantially all plus a minority interest in the assets of, or engaging in any other similar business combination with a single operating entity, or one or more related or unrelated operating entities, or assets in the publishing industry and/or other related industries. We do not have any specific merger, capital stock exchange, asset acquisition or other business combination under consideration or contemplation and we have not, nor has anyone on our behalf, contacted any potential target business or had any discussions, formal or otherwise, with respect to such a transaction.

Overview

We believe that the publishing industry in the United States is an attractive area in which to seek a merger or acquisition, as well as to operate and grow a business. Our acquisition strategy is limited to the publishing industry and/or related industries, and we believe that there are certain sectors in the publishing market which currently present a favorable environment both for making acquisitions and operating target businesses. These include, but are not be limited to: book publishers (including those who publish recorded books); magazine, newsletter, and comic book publishers; internet-based intellectual property purveyors; video/DVD publishers; photo libraries and other intellectual property owner/sellers; and paper-or internet-based catalog companies selling such products.

In addition, since our management believes that books and other forms of media often exert considerable influence on consumer product acceptance, we may acquire interests in companies likely to benefit from the influence of our publications.

Our overall strategy is to acquire small to medium-sized businesses and/or assets that may have some of the following characteristics:

·	growth and/or development opportunities;

·	potential economies of combination;

·	exploitable backlists;

·	products whose sales may be increased by the impact of our published materials.

Our management, board of directors and advisors are experienced in most aspects of the publishing industry, from authoring books, to creating book concepts, to publishing. They are also broadly experienced in many of the consumer goods marketing techniques applicable to publishing and related industries. In addition, we believe our management’s experience in consummating transactions makes them suited to effect a business combination which will add value to our stockholders.

The Publishing Industry

According to the Association of American Publishers, net sales for the entire United States publishing industry are estimated to have increased by 4.6% from 2002 to 2003 and a further 1.3% from 2003 to 2004 to a total of $23.72 billion. These variations in annual growth are typical of the year-to-year fluctuations in the publishing industry. Within these figures, various segments of the industry grew at widely different rates. Therefore, as we evaluate possible acquisitions, we will take into account the growth history and forecast of the areas in which the companies to be acquired operate.

Based on such research, as well as our experience in the field, our management believes that there will be numerous acquisition targets available for us, especially among small and midsize publishers. Additionally, through our management team and directors, we believe that we have extensive contacts and sources from which to generate acquisition opportunities in the publishing-related sector. These contacts and sources include private equity and venture capital funds, public and private companies, investment bankers, attorneys and accountants. We expect that, from time to time, one of these contacts or sources will advise either our management team, directors or advisors of the existence of one or more potential acquisition candidates or that potential acquisition candidates will become known to our management team, directors or advisors through their other business activities. Our management will evaluate these leads and determine whether to pursue discussions with any of these candidates.

Our management believes that among the main factors that may drive potential growth in any business or assets in the publishing industry which we may acquire are:

·	Population trends. As different segments of the population grow, so will their consumption of books, such as health and longevity books for the aging baby boomer population. We will attempt to acquire companies that appeal to growing population cohorts.

Electronic media. Many new electronic methods of disseminating written intellectual property are becoming available. Published material can now be downloaded onto equipment as varied as computers and cell phones. We will, therefore, seek acquisitions that, while solidly positioned in their existing markets, are also adaptable to new forms of communication.

Creativity. The success of publishing companies depends, to a significant extent, on the quality, originality, and appeal of the materials they publish. Our management has considerable experience in conceiving, writing, and editing books. We believe, therefore, that our management will be able to find and/or create books with unusual consumer and trade appeal.

·	Concentration. The continuing concentration of the book business into large book retailers, such as Barnes & Noble, Borders and "big box" stores such as Costco and Kmart, results in very large orders for certain publications, which can then reach a very broad audience.

Our Management Team

Mr. Engel, our chairman, chief executive officer and treasurer, has been an active private equity investor in entrepreneurial enterprises for the past fifteen years, and brings to bear more than 30 years of lifestyle marketing and publishing experience. In addition to holding senior-level marketing positions at such publicly-traded companies as Colgate-Palmolive, Phillip Morris, Procter & Gamble, and Newstar Media, he has been the founder or early stage investor in such companies as The American Consulting Corporation, which he sold in 1988; Affinity Communications Corporation, a California-based privately held book packager whose books were published by the likes of Random House, St. Martin’s Press, McGraw Hill, Viking, Simon & Schuster and Little Brown, and Silverback Books, Inc., a privately held publisher of cookbooks. Mr. Engel, Mr. Cohl, our president, and Mr. Dombrowski, our Chief Operating Officer, have been working together for nearly twelve years, first at Affinity Communications and then at Silverback Books.

Mr. Cohl, our president and secretary, brings more than 15 years experience in lifestyle marketing, publishing, and licensing, and has been an active partner with Mr. Engel for nearly twelve years. In addition to his association with Affinity Communications and Silverback Books, Mr. Cohl was the executive vice president of publishing and internet services at NewStar Media Inc., where he oversaw the marketing and sales of Newstar’s audio book business.

Mr. Dombrowski, our chief operating officer, brings more than 35 years of international operations and marketing experience with both public and private companies. In addition to having worked with Mr. Engel and Mr. Cohl at Affinity Communications and Silverback Books, Mr. Dombrowksi was the general manager of Bristol Publishing, a privately-held northern California publisher of cookbooks, and has previously held senior positions with Lawry’s Foods and W.R. Grace & Co.

For more information regarding our executive officers and directors, please refer to the more detailed disclosure set forth under the heading “Management” below.

Effecting a Business Combination

General

We are not presently engaged in, and we will not engage in, any substantive commercial business for an indefinite period of time following this offering. We intend to utilize cash derived from the proceeds of this offering, our capital stock, debt or a combination of these in effecting a business combination. Although substantially all of the net proceeds of this offering are intended to be generally applied toward effecting a business combination as described in this prospectus, the proceeds are not otherwise being designated for any more specific purposes. Accordingly, prospective investors will invest in us without an opportunity to evaluate the specific merits or risks of any one or more business combinations. A business combination may involve the acquisition of, or merger with, a company which does not need substantial additional capital but which desires to establish a public trading market for its shares, while avoiding what it may deem to be adverse consequences of undertaking a public offering itself. These include time delays, significant expense, loss of voting control and compliance with various Federal and state securities laws. In the alternative, we may seek to consummate a business combination with a company that may be financially unstable or in its early stages of development or growth.

We have not identified a target business

To date, we have not selected any target business on which to concentrate our search for a business combination. None of our officers, directors, promoters or other affiliates have had any preliminary contact or discussions on our behalf with representatives of any prospective target business regarding the possibility of a potential merger, capital stock exchange, asset acquisition or other similar business combination with us. Other than reviewing several industry reports, including those referenced elsewhere in this prospectus, in order to define the publishing industry, neither we nor any of our agents or affiliates has yet taken any measure, directly or indirectly, to locate a target business. Finally, we note that there has been no diligence, discussions, negotiations and/or other similar activities undertaken, directly or indirectly, by us, our affiliates or representatives, or by any third party, with respect to a business combination transaction with us.

Additionally, we may decide to acquire a minority interest or interests in one or several operating businesses. This will subject us to further risks, including the risk that we may be unable to fully or even partially control our investment, the risk that the majority equityholders will make decisions which we believe are not in the best interests of the company or entity in which we have invested, the risk that the majority equityholders will take actions detrimental to us as a minority holder and the risk that our investment, should we decide to sell it, will be relatively illiquid.

Sources of target businesses

We anticipate that target business candidates will be brought to our attention from various unaffiliated sources, including investment bankers, venture capital funds, private equity funds, leveraged buyout funds, management buyout funds and other members of the financial community, who may present solicited or unsolicited proposals. Our officers and directors as well as their affiliates may also bring to our attention target business candidates. We may also engage the services of professional firms that specialize in business acquisitions, in which event we may pay a finder’s fee or other compensation. In no event, however, will we pay any of our existing officers, directors or stockholders or any other person or entity with which they are affiliated any finder’s fee or other compensation for services rendered to us prior to or in connection with the consummation of a business combination. We will not enter into any business combinations with any affiliates of our initial stockholders, officers or directors.

Selection of a target business and structuring of a business combination

Subject to the requirement that our initial business combination must be with a target business with a fair market value that is at least 80% of our net assets at the time of such acquisition, our management will have virtually unrestricted flexibility in identifying and selecting a prospective target business. In evaluating a prospective target business, our management will consider, among other factors, the following:

·	growth potential;

·	financial condition and results of operation;

·	experience and skill of management;

·	capital requirements;

·	the value and extent of intellectual content;

·	competitive position;

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

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

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

·	adaptability of products or services to new forms of communication;

·	regulatory environment of the industry; and

·	costs associated with effecting the business combination.

These criteria are not intended to be exhaustive. Any evaluation relating to the merits of a particular business combination will be based, to the extent relevant, on the above factors as well as other considerations deemed relevant by our management in effecting a business combination consistent with our business objective. In evaluating a prospective target business, we will conduct an extensive due diligence review which will encompass, among other things, meetings with incumbent management, where applicable, and inspection of facilities, as well as review of financial and other information which will be made available to us.

The time and costs required to select and evaluate a target business and to structure and complete the business combination cannot presently be ascertained with any degree of certainty. Any costs incurred with respect to the identification and evaluation of a prospective target business with which a business combination is not ultimately completed will result in a loss to us and reduce the amount of capital available to otherwise complete a business combination. While we may pay fees or compensation to third parties for their efforts in introducing us to a potential target business, in no event, however, will we pay any of our existing officers, directors or stockholders or any entity with which they are affiliated any finder's fee or other compensation for services rendered to us prior to or in connection with the consummation of a business combination, other than the $7,500 payable monthly in the aggregate to Silverback Books, an affiliate of Messrs. Engel, Cohl and Dombrowski, for office space and certain general and administrative services. In addition, none of our officers, directors, special advisors or existing stockholders will receive any finder's fee, consulting fees or any similar fees from any other person or entity in connection with any business combination involving us other than any compensation or fees that may be received for any services provided following such business combination.

Fair Market Value of Target Business

The initial target business that we acquire must have a fair market value equal to at least 80% of our net assets at the time of such acquisition. The fair market value of such business will be determined by our board of directors based upon standards generally accepted by the financial community, such as actual and potential sales, earnings and cash flow and book value, and the price for which comparable businesses have recently been sold. If our board is not able to independently determine that the target business has a sufficient fair market value, we will obtain an opinion from an unaffiliated, independent investment banking firm which is a member of the National Association of Securities Dealers, Inc. with respect to the satisfaction of such criteria. Since any opinion, if obtained, would merely state that fair market value meets the 80% of net assets threshold, it is not anticipated that copies of such opinion would be distributed to our stockholders, although copies will be provided to stockholders who request it. We will not be required to obtain an opinion from an investment banking firm as to the fair market value if our board of directors independently determines that the target business has sufficient fair market value.

Probable lack of business diversification

While we may seek to effect business combinations with more than one target business, our initial business combination must be with a target business or target businesses which satisfy the minimum valuation standard at the time of such acquisition, as discussed above. Consequently, it is probable that we will have the ability to effect only a single business combination, although this may entail the simultaneous acquisition of several compatible operating businesses or assets. Unlike other entities which may have the resources to complete several business combinations of entities operating in multiple industries or multiple areas of a single industry, it is probable that we will not have the resources to diversify our operations or benefit from the possible spreading of risks or offsetting of losses. By consummating a business combination with only a limited number of entities, our lack of diversification may:

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

·	result in our dependency upon the development or market acceptance of a single or limited number of products or services.

Additionally, since our business combination may entail the simultaneous acquisitions of several assets or operating businesses at the same time and may be with different sellers, we will need to convince such sellers to agree that the purchase of their assets or closely related businesses is contingent upon the simultaneous closings of the other acquisitions.

Limited ability to evaluate the target business’ management

Although we expect most of our management and other key personnel to remain associated with us following a business combination, they may be involved in different capacities than at present, and we may employ other personnel following the business combination. Although we intend to closely scrutinize such individuals, we cannot assure you that our assessment will prove to be correct. In addition, we cannot assure you that new members that join our management following a business combination will have the necessary skills, qualifications or abilities to help manage a public company.

Opportunity for stockholder approval of business combination

Prior to the completion of a business combination, we will submit the transaction to our stockholders for approval, even if the nature of the acquisition is such as would not ordinarily require stockholder approval under applicable state law. In connection with seeking stockholder approval of a business combination, we will furnish our stockholders with proxy solicitation materials prepared in accordance with the Securities Exchange Act of 1934, which, among other matters, will include a description of the operations of the target business and certain required financial information regarding the business.

In connection with the vote required for any business combination, all of our existing stockholders, including all of our officers and directors, have agreed to vote their respective shares of common stock owned by them immediately prior to this offering in accordance with the majority of the shares of common stock voted by the public stockholders. This voting arrangement shall not apply to shares included in units purchased in this offering, if any, or purchased following this offering in the open market by any of our existing stockholders, officers and directors, and with respect to shares so acquired by existing stockholders, the existing stockholders may vote against a proposed business combination and exercise their conversion rights in the event that the business combination transaction is approved.. We will proceed with the business combination only if a majority of the shares of common stock voted by the public stockholders are voted in favor of the business combination and public stockholders owning less than 20% of the shares sold in this offering exercise their conversion rights. Voting against the business combination alone will not result in conversion of a stockholder's shares into a pro rata share of the trust fund. Such stockholder must have also exercised its conversion rights described below.

Conversion rights

At the time we seek stockholder approval of any business combination, we will offer each public stockholder the right to have such stockholder’s shares of common stock converted to cash if the stockholder votes against the business combination and the business combination is approved and completed. The actual per-share conversion price will be equal to the amount in the trust fund, inclusive of any interest less the amount of taxes paid, if any, on interest earned (calculated as of two business days prior to the consummation of the proposed business combination), divided by the number of shares sold in this offering. Without taking into any account interest earned on the trust fund, or the amount of taxes paid, if any, on interest earned, the initial per-share conversion price would be $6.96 or $1.04 less than the per-unit offering price of $8.00. An eligible stockholder may request conversion at any time after the mailing to our stockholders of the proxy statement and prior to the vote taken with respect to a proposed business combination at a meeting held for that purpose, but the request will not be granted unless the stockholder votes against the business combination and the business combination is approved and completed. Any request for conversion, once made, may be withdrawn at any time up to the date of the meeting. It is anticipated that the funds to be distributed to stockholders entitled to convert their shares who elect conversion will be distributed promptly after completion of a business combination. Public stockholders who convert their stock into their share of the trust fund still have the right to exercise the warrants that they received as part of the units. We will not complete any business combination if public stockholders, owning 20% or more of the shares sold in this offering, exercise their conversion rights.

Because the initial per share conversion price is $6.96 per share (plus any interest, net of taxes, if any), which is lower than the $8.00 per unit price paid in the offering and, which may be lower than the market price of the common stock on the date of the conversion, there may be a disincentive on the part of public stockholders to exercise their conversion rights. The term public stockholders means the holders of common stock sold as part of the units in this offering or in the open market, including any existing stockholders to the extent that they purchase or acquire such shares.

Liquidation if no business combination

If we do not complete a business combination within 12 months after the consummation of this offering, or within 18 months if the extension criteria described below have been satisfied, we will be dissolved and will distribute to all of our public stockholders, in proportion to their respective equity interests, an aggregate sum equal to the amount in the trust fund, inclusive of any interest less the amount of taxes paid, if any, on interest earned, plus any remaining net assets. Our existing stockholders have waived their rights to participate in any liquidation distribution with respect to shares of common stock owned by them immediately prior to this offering. There will be no distribution from the trust fund with respect to our warrants, which will expire worthless.

If we were to expend all of the net proceeds of this offering, other than the proceeds deposited in the trust fund, and without taking into account interest earned on the trust fund or taxes paid, if any, on interest earned, the initial per-share liquidation price would be $6.96 or $1.04 less than the per-unit offering price of $8.00. The proceeds deposited in the trust fund could, however, become subject to the claims of our creditors which could be prior to the claims of our public stockholders. We cannot assure you that the actual per-share liquidation price will not be less than $6.96, plus interest, less taxes paid, if any, due to claims of creditors. All of our executive officers have agreed pursuant to agreements with us and Maxim Group LLC that, if we distribute the proceeds held in trust to our public stockholders, they will be personally liable under certain circumstances (for example, if a vendor does not waive any rights or claims to the trust fund) to pay debts and obligations to vendors or other entities that are owed money by us for services rendered or products sold to us in excess of the net proceeds of this offering not held in the trust account, to the extent necessary to ensure that such claims do not reduce the amount in the trust account in the trust account. We cannot assure you, however, that they would be able to satisfy those obligations.

If we enter into either a letter of intent, an agreement in principle or a definitive agreement to complete a business combination prior to the expiration of 12 months after the consummation of this offering, but are unable to complete the business combination within the 12-month period, then we will have an additional six months in which to complete the business combination contemplated by the letter of intent, agreement in principle or definitive agreement. If we are unable to do so by the expiration of the 18-month period from the consummation of this offering, we will then liquidate. Upon notice from us, the trustee of the trust fund will commence liquidating the investments constituting the trust fund and will turn over the proceeds to our transfer agent for distribution to our public stockholders. We anticipate that our instruction to the trustee would be given promptly after the expiration of the applicable 12-month or 18-month period.

Our public stockholders shall be entitled to receive funds from the trust fund only in the event of our liquidation or if the stockholders seek to convert their respective shares into cash upon a business combination which the stockholder voted against and which is actually completed by us. In no other circumstances shall a stockholder have any right or interest of any kind to or in the trust fund. Voting against the business combination alone will not result in conversion of a stockholder's shares into a pro rata share of the trust fund. Such stockholder must have also exercised its conversion rights described above.

Competition for Target Businesses

In identifying, evaluating and selecting a target business, we may encounter intense competition from other entities having a business objective similar to ours. Many of these entities are well established and have extensive experience identifying and effecting business combinations directly or through affiliates. Many of these competitors possess greater technical, human and other resources than us and our financial resources will be relatively limited when contrasted with those of many of these competitors. While we believe there are numerous potential target businesses that we could acquire with the net proceeds of this offering, our ability to compete in acquiring certain sizable target businesses will be limited by our available financial resources. This inherent competitive limitation gives others an advantage in pursuing the acquisition of a target business. Further:

·	our obligation to seek stockholder approval of a business combination or obtain the necessary financial information to be included in the proxy statement to be sent to stockholders in connection with such business combination may delay or prevent the completion of a transaction;

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

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

the requirement to acquire assets or an operating business that has a fair market value equal to at least 80% of our net assets at the time of the acquisition could require us to acquire several assets or closely related operating businesses at the same time, all of which sales would be contingent on the closings of the other sales, which could make it more difficult to consummate the business combination.

Additionally, we face competition from other blank-check companies which have formed recently, a number of which may consummate a business combination in any industry they choose. We may therefore be subject to competition from these companies, which are seeking to consummate a business plan similar to ours and which will, as a result, increase demand for privately-held companies to combine with companies structured similarly to ours. Further, the fact that only one of such companies has completed a business combination and three of such companies have entered into a definitive agreement for a business combination may be an indication that there are only a limited number of attractive target businesses available to such entities or that many privately-held target businesses may not be inclined to enter into business combinations with publicly held blank check companies like us.

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

If we effect a business combination, there will be, in all likelihood, intense competition from competitors of the target business. We cannot assure you that, subsequent to a business combination, we will have the resources or ability to compete effectively.

Facilities

We maintain executive offices at 11601 Wilshire Blvd., Suite 1500, Los Angeles, CA 90025. The costs for this space is included in the $7,500 per-month fee Silverback Books charges us for general and administrative services, such as an allocable share of receptionist, secretarial and general office services, pursuant to a letter agreement between us and Silverback Books, an affiliate of Messrs. Engel, Cohl and Dombrowski. We believe, based on rents and fees for similar services in the Los Angeles metropolitan area, that the fee charged by Silverback Books is at least as favorable as we could have obtained from an unaffiliated person.

We consider our current office space adequate for our current operations.

Employees

We have three executive officers, each of whom is also a member of our Board of Directors. These individuals are not obligated to contribute any specific number of hours per week and intend to devote only as much time as they deem necessary to our affairs. The amount of time they will devote in any time period will vary based on the availability of suitable target businesses to investigate, although we expect such individuals to devote an average of approximately ten hours per week to our business. We do not intend to have any full time employees prior to the consummation of a business combination.

Periodic Reporting and Financial Information

We will register our units, common stock and warrants under the Securities Exchange Act of 1934, as amended, and have reporting obligations, including the requirement that we file annual and quarterly reports with the SEC. In accordance with the requirements of the Securities Exchange Act of 1934, our annual reports will contain financial statements audited and reported on by our independent accountants.

We will not acquire an operating business in the publishing industry and/or related industries if audited financial statements based on United States generally accepted accounting principles cannot be obtained for such target business. Alternatively, we will not acquire assets if the financial information called for by applicable law cannot be obtained for such assets. Additionally, our management will provide stockholders with the foregoing financial information as part of the proxy solicitation materials sent to stockholders to assist them in assessing each specific target business or assets we seek to acquire. Our management believes that the requirement of having available financial information for the target business or assets may limit the pool of potential target businesses or assets available for acquisition.

Legal Proceedings

To the knowledge of our management, there is no litigation currently pending or contemplated against us or any of our officers or directors in their capacity as such.

Applicability of Provisions of California Corporate Law

Although we are incorporated in Delaware, we may be subject to Section 2115 of the California Corporations Code, which imposes various requirements of California corporate law on non-California corporations if they have characteristics of ownership and operations indicating significant contacts with California. Public companies listed or qualified for trading on a recognized national securities exchange, such as the New York Stock Exchange, American Stock Exchange or the Nasdaq National Market, are generally exempt from Section 2115. However, because our securities are not listed or qualified for trading on such an exchange, we may be subject to Section 2115. Among the key provisions of California corporate law that may apply to us is the right of our stockholders to cumulate votes in the election of directors, limitations on the effectiveness of super-majority voting provisions contained in a corporation's charter documents, and limitations on the ability to have a classified board of directors. If cumulative voting applies, the stockholder will be entitled to as many votes as equals the number of shares of common stock held by such stockholder multiplied by the number of directors to be elected, and the stockholder will be permitted to cast all of such votes for a single nominee or to distribute these votes among two or more nominees.

In May 2005, the Delaware Supreme Court in Vantage Point Venture Partners 1996 v. Examen, Inc. held that Section 2115 violates the internal affairs doctrine and thus does not apply to Delaware corporations. If followed by California courts, this ruling would mean that the cumulative voting requirements and other sections of the California Corporations Code do not apply to us.

Comparison to Offerings of Blank Check Companies

The following table compares and contrasts the terms of our offering and the terms of an offering of blank check companies under Rule 419 promulgated by the SEC assuming that the gross proceeds, underwriting discounts and underwriting expenses for the Rule 419 offering are the same as this offering and that the underwriters will not exercise their over-allotment option. None of the terms of a Rule 419 offering will apply to this offering.

	Terms of Our Offering	Terms Under a Rule 419 Offering
Escrow of offering proceeds	$17,400,000 of the net offering proceeds will be deposited into a trust account at JP Morgan Chase NY Bank maintained by American Stock Transfer & Trust Company.	$16,560,000 would be required to be deposited into either an escrow account with an insured depositary institution or in a separate bank account established by a broker-dealer in which the broker-dealer acts as trustee for persons having the beneficial interests in the account.
Investment of net proceeds	The $17,400,000 of net offering proceeds held in trust will only be invested in U.S. “government securities,” defined as any Treasury Bill issued by the United States having a maturity of one hundred and eighty days or less.	Proceeds could be invested only in specified securities such as a money market fund meeting conditions of the Investment Company Act of 1940 or in securities that are direct obligations of, or obligations guaranteed as to principal or interest by, the United States.
Limitation on fair value or net assets of target business	The initial target business that we acquire must have a fair market value equal to at least 80% of our net assets at the time of such acquisition.	We would be restricted from acquiring a target business unless the fair value of such business or net assets to be acquired represent at least 80% of the maximum offering proceeds.
Trading of securities issued	The units shall commence trading on or promptly after the date of this prospectus. The common stock and warrants comprising the units shall begin to trade separately on the 90th day after the date of this prospectus unless Maxim Group LLC informs us of its decision to allow earlier separate trading, provided (i) we have filed with the SEC a Current Report on Form 8-K, which includes an audited balance sheet reflecting our receipt of the proceeds of this offering, including any proceeds we receive from the exercise of the over-allotment option, if such option is exercised prior to the filing of the Form 8-K, and (ii) the date on which such separate trading begins is a business day following the earlier to occur of the expiration of the underwriters' over-allotment option or its exercise in full. Thereafter the units will no longer trade.	No trading of the units or the underlying common stock and warrants would be permitted until the completion of a business combination. During this period, the securities would be held in the escrow or trust account.

Exercise of the warrants	The warrants cannot be exercised until the later of the completion of a business combination or one year from the date of this prospectus and, accordingly, will only be exercised after the trust fund has been terminated and distributed.	The warrants could be exercised prior to the completion of a business combination, but securities received and cash paid in connection with the exercise would be deposited in the escrow or trust account.
Election to remain an investor	We will give our stockholders the opportunity to vote on the business combination. In connection with seeking stockholder approval, we will send each stockholder a proxy statement containing information required by the SEC. A stockholder following the procedures described in this prospectus is given the right to convert his or her shares into his or her pro rata share of the trust fund. However, a stockholder who does not follow these procedures or a stockholder who does not take any action would not be entitled to the return of any funds.	A prospectus containing information required by the SEC would be sent to each investor. Each investor would be given the opportunity to notify the company, in writing, within a period of no less than 20 business days and no more than 45 business days from the effective date of the post-effective amendment, to decide whether he or she elects to remain a stockholder of the company or require the return of his or her investment. If the company has not received the notification by the end of the 45^thbusiness day, funds and interest or dividends, if any, held in the trust or escrow account would automatically be returned to the stockholder. Unless a sufficient number of investors elect to remain investors, all of the deposited funds in the escrow account must be returned to all investors and none of the securities will be issued.
Business combination deadline	A business combination must occur within 12 months after the consummation of this offering or within 18 months after the consummation of this offering if a letter of intent or definitive agreement relating to a prospective business combination was entered into prior to the end of the 12-month period.	If an acquisition has not been consummated within 18 months after the effective date of the initial registration statement, funds held in the trust or escrow account would be returned to investors.
Release of funds	The proceeds held in the trust account will not be released until the earlier of the completion of a business combination or our liquidation upon our failure to effect a business combination within the allotted time.	The proceeds held in the escrow account would not be released until the earlier of the completion of a business combination or the failure to effect a business combination within the allotted time.

MANAGEMENT

Directors and Executive Officers

Our current directors and executive officers are listed below. There are no family relationships among such parties.

Name	Age	Position
Peter H. Engel	70	Chairman, chief executive officer and treasurer
Howard Cohl	43	President, secretary and director
Peter Dombrowski	65	Chief operating officer and director
Michael Arthur	66	Director
Marc E. Jaffe	54	Director

Peter Engel. Mr. Engel is our chairman, chief executive officer and treasurer. Mr. Engel has been involved with the publishing industry since his first book, The Overachievers, was published by St. Martins Press in 1976. Since 1998, Mr. Engel has concentrated on building entrepreneurial enterprises, some of them in the publishing arena. Currently, Mr. Engel serves as chairman of Silverback Books, Inc., an independent, privately-held publisher of lifestyle and cooking books. From 1998 to 2000 he was the president of the audio book division of NewStar Media, Inc. (formerly a Nasdaq company). From 1992 to 1998 he was the president and CEO of Affinity Communications Corp., a West Coast publishing and book concept developer whose books were published by many major publishers including Crown, Harper Collins, Little Brown, McGraw Hill, Penguin, Pocket, Putnam, Random House, Regnery, St. Martins Press, Simon & Schuster and Viking. In 1980, Mr. Engel founded and became the president and CEO of The American Consulting Corporation (“ACC”), a marketing services firm. ACC’s clients included both magazines such as Parade in the United States and Woman Magazine in Great Britain, and many marketers such as Campbell Soup, Carter-Wallace, Coors, Citicorp, Clorox, Dunkin’ Donuts, Frito-Lay, Gillette, Johnson and Johnson, Kraft, Mattel, Nestle, Nike, Ocean Spray, PepsiCo, Quaker, and Seagram as well as over forty other companies. Among other initiatives, ACC proposed various publishing concepts to its clients. Mr. Engel took ACC public in 1987 and sold it in 1988. From 1971 to 1980, Mr. Engel was a senior executive at Colgate-Palmolive, where he was Vice President Latin America and Canada, and Vice President of Marketing Services, eventually rising to Group Vice President, Cosmetics and Beauty Accessories Division and President and CEO of Helena Rubinstein. In this capacity, Mr. Engel orchestrated the publication of the Helena Rubinstein Library of Beauty. From 1968 to 1970, he was CEO of Candy Corporation of America (“CCA”) and its public parent, Lehigh Coal and Navigation. At CCA, he led the roll up of several candy companies (including such brands as Bonomo’s Turkish Taffy, Mason Mints, Mason Dots, and Cella’s Cherries) to form an integrated candy group. From 1966 to 1968, Mr. Engel was General Manager, General Products Division, Philip Morris, where he was responsible for non-tobacco products including: Personna razor blades, an industrial blades business, Burma Shave, Clark Chewing Gum, and the launch of Kit-Kat candy bars. Mr. Engel began his career at Procter & Gamble as a Tide brand manager in Canada. He was then promoted to become one of the team of executives that opened P&G Germany. In 1964, Mr. Engel was moved to P&G’s Cincinnati headquarters. Mr. Engel is a former Associate Professor at the University of Southern California entrepreneurial Program. Under his own name, he is the author of three novels (High Gloss, A Controlling Interest, and Tender Offers), seven business books (The Overachievers, What’s Your Exit Strategy, The Exceptional Individual, Budgeting and Finance, Business Presentations and Public Speaking, Scam, and The SOHO Desk Reference, a Practical Guide for Entrepreneurs, ed.), and several gift books. In addition, he has ghost-written a number of books on alternative health and other issues. Mr. Engel has also been granted patents covering cosmetics, health related products, promotional concepts, and an Internet concept. He holds a B.Com from McGill University in Montreal, and has completed the course work, but not the dissertation, for a PhD in history at New York’s Columbia University.

Howard Cohl. Mr. Cohl is our president, secretary and a director. He has over 15 years experience in lifestyle marketing, publishing, and licensing. Mr. Cohl is the president of Silverback Books, Inc., a San Francisco and Los Angeles-based cookbook publisher founded in 1999. Mr. Cohl has led Silverback Book’s expansion into more branded publishing programs with the likes of Macy’s, Betty Crocker, HEB, ZonePerfect, Nestle and others. Prior to joining Silverback Books, Mr. Cohl founded Mi-5, a boutique marketing company and consultancy that developed publishing, licensing, sponsorship and distribution programs with Seagram’s, Twentieth Century Fox, Broadway Television Network, Clark Retail, and others. From 1998 until 2000, Mr. Cohl was the executive vice president of publishing and internet services at NewStar Media Inc. (formerly a Nasdaq-listed company), where he oversaw the marketing and sales of Newstar’s audio book business. From 1993 until 1998, Mr. Cohl was the senior vice president of Affinity Communications Corp., a West Coast publishing and book concept developer whose books were published by many major publishers including Crown, Harper Collins, Little Brown, McGraw Hill, Penguin, Pocket, Putnam, Random House, Regnery, St. Martins Press, Simon & Schuster and Viking. Corporate brands with whom publishing projects were developed included Burger King, Seagrams, Playskool, Office Depot, Van Heusen, Business Week, Freeman Cosmetics, Toys R Us, and the Friars Club. The company also developed a variety of alternative health information properties, including The Arthritis Cure which became a New York Times #1 non-fiction bestseller. From 1992 until 1993, Mr. Cohl was an associate and then partner at Crossroads Marketing Group, a Mountain View, California entertainment and sports marketing consultancy. Mr. Cohl began his career in 1987 as a practicing lawyer with Coblentz, Cahen, McCabe & Breyer in San Francisco. He received his B.A. in Political Science from the University of Wisconsin-Madison, and his J.D. with Honors from the University of San Francisco School of Law. Mr. Cohl is a member of the State Bar of California, the author of three published books, and a former part-time lecturer at the University of Southern California Marshall School of Business.

Peter Dombrowski. Mr. Dombrowski is our chief operating officer and a director. He is the publisher and CEO of Silverback Books, Inc., a San Francisco and Los Angeles-based cookbook publisher he founded in 1999. From 1996 to 1999, Mr. Dombrowski was the general manager of Bristol Publishing, a publisher of cookbooks based in northern California. From 1993 to 1996, Mr. Dombrowski was the Vice President of Sales for Affinity Communications Corp. From 1983 to 1993, Mr. Dombrowski was president and chief executive officer of Neal’s Plant Exchange. Prior to 1983, Mr. Dombrowski held a number of senior level positions overseas with major multinational corporations including: From 1975 to 1983, he served as President Directeur General (Chairman of the Board and President) of DAGBAR S.A, a French subsidiary of Lawry’s Foods; managing director of Lawry's Foods Europe from 1975 to 1983; and assistant vice president of marketing for the consumer products group of W.R. Grace & Co. headquartered in Paris from 1965 to 1975. Mr. Dombrowski holds an MBA in Foreign Trade from the Graduate School of International Management at Arizona State University (Thunderbird) and a BA in Economics from San Francisco State University.

Michael Arthur. Mr. Arthur is one of our directors. He has headed Michael Arthur & Associates, a consulting, interim management and private equity firm specializing in turnarounds, restructurings, mergers and acquisitions, business development and strategic planning since 1990. As a firm principal, Mr. Arthur served as interim chief executive officer and a board member during the turnaround and subsequent sale of California Federal Bank; was advisor to the Franchisee Committee of Long John Silver’s Restaurants in bankruptcy; was advisor to the Equity Committee during the turnaround of Sizzler Restaurants; and served as CEO to restructure and revitalize a national sales promotion and fulfillment firm whose clients included Sam’s Club and K-Mart. Mr. Arthur currently serves as a board member, audit committee chairman and “financial expert” for New World Restaurant Group, Inc., the parent company of four popular bagel chains (Einstein Bros. Bagels, Noah’s New York Bagels, Manhattan Bagel, and Chesapeake Bagel Bakery). Prior to 1990, Mr. Arthur served as executive vice president and chief financial officer of Sizzler Restaurants; executive vice president and chief financial officer of Pinkerton Security; vice president of marketing for Mattel Toys; vice president at D’Arcy, Masius, Benton & Bowles Advertising and as assistant and associate brand manager at Procter and Gamble. Mr. Arthur attended Johns Hopkins University and the Wharton Graduate School of Business.

Marc E. Jaffe. Mr. Jaffe is one of our directors. He has more than 24 years of general management experience in publishing, both in traditional print media, and in all forms of contemporary electronic formats. Most recently, he was the senior vice president and a member of the executive management committee of Rodale Inc., a leading privately-held publisher of books and magazines on healthy, active lifestyles. At Rodale, he was responsible for, among other matters, its domestic trade book business as well as its licensing business. He oversaw one of its editorial groups as well as certain publishing joint ventures and Rodale's first film deal. Mr. Jaffe also has international publishing experience. Upon joining Rodale in January 2001, he launched its international trade book publishing effort and was also elected to the board of directors of Men's Health Italy, Rodale's international magazine joint venture with Mondadori, one of Italy's leading book and magazine publishers. As a publisher across many media, Mr. Jaffe was responsible for publishing the South Beach Diet books, Pete Rose's My Prison Without Bars and a long list of other titles including software and video products with well-known brands such as Star Trek, JK Lasser, The Silver Palate, and Hugh Johnson. Prior to joining Rodale, Mr. Jaffe served as the non-executive chairman of Vizacom, a Nasdaq-listed Internet software publishing company., Mr. Jaffe also founded and was president of Electronic Licensing Organization ("ELO"), a licensing agency dedicated to bringing together various forms of intellectual property with new media and interactive technologies. ELO's client base included the book publisher, Bantam Doubleday Dell, as well as IBM and others. Earlier in his career, Mr. Jaffe served as executive vice-president of Franklin Electronic Publishers, Inc., an e-book publisher, and as president of the Software and Video Division of Simon & Schuster, then a Paramount company. Mr. Jaffe is a graduate of Columbia Law School and Columbia College.

Our board of directors is divided into two classes with only one class of directors being elected in each year and each class serving a two-year term. The term of office of the first class of directors, consisting of Messrs. Arthur and Jaffe, will expire at our first annual meeting of stockholders. The term of office of the second class of directors, consisting of Messrs. Engel, Cohl and Dombrowski, will expire at the second annual meeting.

These individuals will play a key role in identifying and evaluating prospective acquisition candidates, selecting the target business, and structuring, negotiating and consummating its acquisition. None of these individuals has been a principal of or affiliated with a public company or blank check company that executed a business plan similar to our business plan and none of these individuals is currently affiliated with such an entity. However, we believe that the skills and expertise of these individuals, their collective access to acquisition opportunities and ideas, their contacts, and their transaction expertise should enable them to identify and effect an acquisition although we cannot assure you that they will, in fact, be able to do so.

In addition, for a period of no less than two years after the date of the prospectus, we have agreed to engage a designee of Maxim Group LLC as an advisor to our board of directors, where such advisor shall attend meetings of the board, receive all notices and other correspondence and communications sent by us to members of our board of directors. In addition, such advisor shall be entitled to receive, as his/her sole compensation, reimbursement for all costs incurred in attending such meetings.

Director Independence

Our board of directors has determined that Messrs. Arthur and Jaffe are currently "independent directors" as defined in Rule 10A-3 of the Exchange Act. After the consummation of a business combination, we expect to pay Messrs. Arthur and Jaffe $100,000 each in director’s fees for services to be provided in their capacity as directors in the one year following such business combination, should they agree to remain on our board of directors. Additionally, as part of their compensation as directors, we have discussed issuing both Messrs. Arthur and Jaffe options to purchase shares of our common stock upon consummation of a business combination and implementation of a stock option plan, should they agree to remain on our board of directors. We have not yet entered into any formal agreements with regard to these matters. If we do enter into formal agreements, at the time such agreements become operative, Messrs. Arthur and Jaffe may no longer qualify as independent directors and, if necessary, we would need to locate additional directors to serve as our independent directors.

Board Committees

Our board of directors intends to establish an audit committee and a compensation committee upon consummation of a business combination. At that time our board of directors intends to adopt charters for these committees.

Code of Conduct

We have adopted a code of conduct and ethics applicable to our directors, officers and employees in accordance with applicable federal securities laws.

Special Advisor

Fred Tarter. Mr. Tarter is our special advisor. He has had an active career in the fields of finance, communications, publishing, media and barter. Since 2001, Mr. Tarter’s focus has been on developing several financial structures utilizing insurance and annuity products and the capital markets. He has done this through his newest company, Epic Associates, LLC. He is the holder of two patents on his work. Additionally, Mr. Tarter is a current member of the board of Asset Marketing Systems, LLC, a private company, which is a direct distributor of fixed and equity-indexed annuities. In 1993 Mr. Tarter began The Pharmacy Fund, Inc. (“PFI”), a securitized, asset-backed healthcare financing company of which he was the founder, chairman and chief executive officer. PFI, using its own proprietary network and patented processing system, intercepted third-party pharmacy claims which were credit-evaluated in real time and “purchased” receivables from both independent and chain store pharmacies throughout the U.S. The purchased receivables were used to back pharmacy securitized-asset debentures. In 1996, PFI was recognized as one of the top 100 privately held companies in the U.S. by Inc. Magazine. PFI was acquired in 1998. In May 2002, Mr. Tarter was elected chairman of the Radio Free Europe/Radio Liberty Foundation, a position that he still holds. Radio Free Europe, founded in 1945, today broadcasts in 32 languages across 13 time zones to countries in Europe, Asia, the former Soviet Union, and the Middle East. Since 1984 Mr. Tarter has been a director of Caribbean News Services, Inc., owner and operator of EL VOCERO, a newspaper serving Puerto Rico. Currently in its thirtieth year of publication, EL VOCERO circulation approaches 200,000 per day. In the 1980s and 1990s Mr. Tarter served as executive producer of several made-for-television movies. Mr. Tarter was the Chairman of Screenvision Cinema Network from 1979 to 2000. Screenvision was sold to Technicolor Inc., a subsidiary of Carlton Communications. From 1974 to 1992, Mr. Tarter headed Deerfield Communications. In 1988, Deerfield Communications was recognized as one of the top 100 privately held companies in the U.S. by Inc. Magazine, and was subsequently sold to Integrated Barter Corporation.

We may consult from time-to-time with our special advisor with respect to evaluating potential target businesses and other matters related to our operations. We have identified Mr. Tarter as our special advisor based on his experience in the financial and publishing-related sectors. Our special advisor has no formal rights or duties, is not considered a consultant or member of our management or board of directors and therefore owes no fiduciary duty to us or our stockholders.

Executive Compensation

No executive officer has received any cash compensation for services rendered. No compensation of any kind, including finder’s and consulting fees, will be paid to any of our existing stockholders, including our officers and directors, or any of their respective affiliates, for services rendered prior to or in connection with a business combination. However, these individuals will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. There is no limit on the amount of these out-of-pocket expenses and there will be no review of the reasonableness of the expenses by anyone other than our board of directors, which includes persons who may seek reimbursement, or a court of competent jurisdiction if such reimbursement is challenged. If all of our directors are not deemed “independent,” we will not have the benefit of independent directors examining the propriety of expenses incurred on our behalf and subject to reimbursement.

Conflicts of Interest

Potential investors should be aware of the following potential conflicts of interest:

·	None of our officers or directors is required to commit their full time to our affairs and, accordingly, they may have conflicts of interest in allocating management time among various business activities.

In the course of their other business activities, our officers and directors may become aware of investment and business opportunities which may be appropriate for presentation to us as well as the other entities with which they are affiliated. They may have conflicts of interest in determining to which entity a particular business opportunity should be presented. For a complete description of our management’s other affiliations, see the previous section entitled “Directors and Executive Officers.”

·	Our officers and directors may in the future become affiliated with entities, including other blank check companies, engaged in business activities similar to those intended to be conducted by us.

Since our directors own shares of our common stock which will be released from escrow only in certain limited situations, our board may have a conflict of interest in determining whether a particular target business is appropriate to effect a business combination. The personal and financial interests of our directors and officers may influence their motivation in identifying and selecting a target business and completing a business combination timely.

In general, officers and directors of a corporation incorporated under the laws of the State of Delaware are required to present business opportunities to a corporation if:

·	the corporation could financially undertake the opportunity;

·	the opportunity is within the corporation’s line of business; and

·	it would not be fair to the corporation and its stockholders for the opportunity not to be brought to the attention of the corporation.

Accordingly, as a result of multiple business affiliations, our officers and directors may have similar legal obligations relating to presenting business opportunities meeting the above-listed criteria to multiple entities. In addition, conflicts of interest may arise when our board evaluates a particular business opportunity with respect to the above-listed criteria. We cannot assure you that any of the above mentioned conflicts will be resolved in our favor.

In order to minimize potential conflicts of interest which may arise from multiple corporate affiliations, each of our officers and directors has agreed in principle, until the earlier of a business combination, our liquidation or such time as he ceases to be an officer or director, to present to us for our consideration, prior to presentation to any other entity, any business opportunity which may reasonably be required to be presented to us under Delaware law, subject to any pre-existing fiduciary obligations they might have. We also have adopted a code of ethics that obligates our directors, officers and employees to disclose potential conflicts of interest and prohibits those persons from engaging in such transactions without our consent.

Each of our directors has, or may come to have, to a certain degree, other fiduciary obligations. In addition all of our officers and directors have fiduciary obligations to those companies on whose board of directors they may sit. To the extent that they identify business opportunities that may be suitable for the entities to which they owe a fiduciary obligation, our officers and directors will honor those fiduciary obligations. Accordingly, they may not present opportunities to us that otherwise may be attractive to us unless the entities to which they owe a fiduciary obligation and any successors to such entities have declined to accept such opportunities. Additionally, certain of our directors and officers are directors of companies, both public and private, which may perform business activities in the publishing industry and/or other related industries similar to those which we may perform after consummating a business combination. Mr. Engel is a director of the following such companies: Silverback Books, Inc, and Organic Bouquet, each a private company. Messrs. Cohl and Dombrowski are both directors of Silverback Books, Inc., a private company. Mr. Arthur is a director of The New World Restaurant Group, a public company.

In connection with the vote required for any business combination, all of our existing stockholders, including all of our officers and directors, have agreed to vote their respective shares of common stock which were owned prior to this offering in accordance with the vote of the public stockholders owning a majority of the shares of our common stock sold in this offering. Any shares of common stock acquired by existing stockholders in the open market will be considered as part of the holdings of public stockholders and will have the same rights as other public stockholders, including voting and conversion rights with respect to a potential business combination, and the existing stockholders may thus vote against a proposed business combination with respect to such shares. Accordingly, they may vote on a proposed business combination with respect to shares acquired in the open market any way they so choose. In addition, they have agreed to waive their respective rights to participate in any liquidation distribution occurring upon our failure to consummate a business combination but only with respect to those shares of common stock acquired by them prior to this offering and not with respect to any shares acquired in the open market.

To further minimize potential conflicts of interest, we have agreed not to consummate a business combination with an entity which is affiliated with any of our existing stockholders unless we obtain an opinion from an independent investment banking firm that the business combination is fair to our stockholders from a financial point of view. We expect that any such opinion will be included in our proxy solicitation materials, furnished to stockholders in connection with their vote on such a business combination.

PRINCIPAL STOCKHOLDERS

The following table sets forth information regarding the beneficial ownership of our common stock as of September 30, 2005, and as adjusted to reflect the sale of our common stock included in the units offered by this prospectus (assuming no purchase of units in this offering), by:

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

·	each of our officers and directors; and

·	all our officers and directors as a group.

Unless otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all shares of common stock beneficially owned by them.

		Approximate Percentage of Outstanding Common Stock
Name and Address of Beneficial Owner(1)	Amount and Nature of Beneficial Ownership	Before the Offering	After the Offering(2)
Peter H. Engel	331,251	53.0%	10.6%
Howard Cohl	221,875	35.5%	7.1%
Peter Dombrowski	37,500	6.0%	1.2%
Michael Arthur	11,458	1.8%	*
Marc E. Jaffe	11,458	1.8%	*

All directors and executive officers as a group (five individuals)	613,542	98.1%	19.6%

*	Less than 1%.

(1)	Unless otherwise indicated, the business address of each of the individuals is11601 Wilshire Blvd., Ste. 1500, Los Angeles, CA 90025.

(2)	Assumes only the sale of 2,500,000 units in this offering, but not the exercise of the 2,500,000 warrants to purchase our common stock included in such units.

Mr. Engel or his designees have agreed to purchase up to $1,000,000 of our warrants on the open market, at a price per warrant not to exceed $1.20, within six months of such warrants being separately tradeable. These warrants will not be sold until the consummation of a business combination. None of our other existing stockholders, officers and directors has indicated to us that they intend to purchase units in the offering or warrants on the open market. Immediately after this offering, our existing stockholders, which include all of our officers and directors, collectively, will beneficially own 20% of the then issued and outstanding shares of our common stock. Because of this ownership block, these stockholders may be able to effectively influence the outcome of all matters requiring approval by our stockholders, including the election of directors and approval of significant corporate transactions other than approval of a business combination.

All of the shares of our common stock outstanding prior to the date of this prospectus will be placed in escrow with American Stock Transfer & Trust Company, as escrow agent, until the earliest of:

·	three years following the date of this prospectus; or

the consummation of a liquidation, merger, stock exchange or other similar transaction which results in all of our stockholders having the right to exchange their shares of common stock for cash, securities or other property subsequent to our consummating a business combination with a target business.

During the escrow period, the holders of these shares will not be able to sell or transfer their securities except to their spouses and children or trusts established for their benefit, but will retain all other rights as our stockholders, including, without limitation, the right to vote their shares of common stock and the right to receive cash dividends, if declared. If dividends are declared and payable in shares of common stock, such dividends will also be placed in escrow. If we are unable to effect a business combination and liquidate, none of our existing stockholders will receive any portion of the liquidation proceeds with respect to common stock owned by them prior to the date of this prospectus.

Messrs Engel, Cohl and Dombrowski each may be deemed to be our “parents” and “promoters” as these terms are defined under the Federal securities laws.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

In August 2005, we issued 625,000 shares of our common stock to the individuals set forth below for an aggregate amount of $25,000 in cash, at an average purchase price of approximately $0.04 per share, as follows:

Name	Number of Shares	Relationship to Us
Peter H. Engel	331,251	Chairman, chief executive officer and treasurer
Howard Cohl	221,875	President, secretary and director
Peter Dombrowski	37,500	Chief operating officer and director
Michael Arthur	11,458	Director
Marc E. Jaffe	11,458	Director
Fred Tarter	11,458	Special advisor

The holders of the majority of these shares will be entitled to require us, on up to two occasions, to register these shares pursuant to an agreement to be signed prior to or on the date of this prospectus. The holders of the majority of these shares may elect to exercise these registration rights at any time after the date on which these shares of common stock are released from escrow, which, except in limited circumstances, is not before three years from the date of this prospectus. In addition, these stockholders have certain “piggy-back” registration rights on registration statements filed subsequent to the date on which these shares of common stock are released from escrow. We will bear the expenses incurred in connection with the filing of any such registration statements.

As of the date of this prospectus, Howard Cohl and affiliates of Peter Engel have loaned us a total of $235,000, which was used to pay a portion of the expenses of this offering, such as SEC registration fees, NASD registration fees, blue sky fees and legal and accounting fees and expenses. These loans will be payable without interest on the earlier of December 12, 2006 and the consummation of this offering. The loans will be repaid out of the net proceeds of this offering not being placed in trust.

We will reimburse our officers and directors for any reasonable out-of-pocket business expenses incurred by them in connection with certain activities on our behalf such as identifying and investigating possible target businesses and business combinations. There is no limit on the amount of accountable out-of-pocket expenses reimbursable by us, which will be reviewed only by our board or a court of competent jurisdiction if such reimbursement is challenged.

Other than the reimbursable out-of-pocket expenses payable to our officers and directors, no compensation or fees of any kind, including finders and consulting fees, will be paid to any of our existing stockholders, officers or directors who owned our common stock prior to this offering, or to any of their respective affiliates for services rendered to us prior to or with respect to the business combination.

Our existing stockholders, will not receive reimbursement for any out-of- pocket expenses incurred by them to the extent that such expenses exceed the amount in the trust fund unless the business combination is consummated and there are sufficient funds available for reimbursement after such consummation. The financial interest of such persons could influence their motivation in selecting a target business and thus, there may be a conflict of interest when determining whether a particular business combination is in the stockholders' best interest.

After the consummation of a business combination, if any, to the extent our management remains as officers of the resulting business, we anticipate that our officers and directors may enter into employment or consulting agreements, the terms of which shall be negotiated and which we expect to be comparable to employment or consulting agreements with other similarly-situated companies in the publishing industry and/or other related industries. Further, after the consummation of a business combination, if any, to the extent our directors remain as directors of the resulting business, we anticipate that they will receive compensation comparable to directors at other similarly-situated companies in the publishing industry and/or other related industries.

In addition to the above, after the consummation of a business combination, we expect to pay two of our directors, Messrs. Arthur and Jaffe, $100,000 each in director’s fees for services to be provided in their capacity as directors in the one year following such business combination, should they agree to remain on our board of directors. Additionally, as part of their compensation as directors, we have discussed issuing both Messrs. Arthur and Jaffe options to purchase shares of our common stock upon consummation of a business combination and implementation of a stock option plan, should they agree to remain on our board of directors. We have not yet entered into any formal agreements with regard to these matters. If we do enter into formal agreements, at the time such agreements become operative Messrs. Arthur and Jaffe may no longer qualify as independent directors and, if necessary, we would need to locate additional directors to serve as independent directors on our board of directors.

All ongoing and future transactions between us and any of our officers and directors or their respective affiliates, including loans by our officers and directors, will be on terms believed by us to be no less favorable than are available from unaffiliated third parties and such transactions or loans, including any forgiveness of loans, will require prior approval in each instance by a majority of our uninterested “independent” directors (to the extent we have any) or the members of our board who do not have an interest in the transaction, in either case who had access, at our expense, to our attorneys or independent legal counsel.

DESCRIPTION OF SECURITIES

General

We are authorized to issue 50,000,000 shares of common stock, par value $.0001, and 1,000,000 shares of preferred stock, par value $.0001. As of the date of this prospectus, 625,000 shares of common stock are outstanding, held by six record holders. No shares of preferred stock are currently outstanding.

Units

Each unit consists of one share of common stock and one warrant. Each warrant entitles the holder to purchase one share of common stock. The common stock and warrants shall begin to trade separately on the 90^thday after the date of this prospectus unless Maxim Group LLC informs us of its decision to allow earlier separate trading, provided that in no event may the common stock and warrants be traded separately until (i) we have filed with the SEC a Current Report on Form 8-K which includes an audited balance sheet reflecting our receipt of the gross proceeds of this offering, and (ii) the date on which such separate trading begins is a business day following the earlier to occur of the expiration of the underwriters' over-allotment option or its exercise in full. Thereafter the units will no longer trade as units. We will file a Current Report on Form 8-K which includes this audited balance sheet upon the consummation of this offering. The audited balance sheet will reflect proceeds we receive from the exercise of the over-allotment option, if the over-allotment option is exercised prior to the filing of the Form 8-K.

Common Stock

Our stockholders are entitled to one vote for each share held of record on all matters to be voted on by stockholders. However, if we become subject to Section 2115(b) of the California Corporation Code, our stockholders will have the right to cumulative voting in the election of directors. In connection with the vote required for any business combination, all of our existing stockholders, including all of our officers and directors, have agreed to vote their respective shares of common stock owned by them immediately prior to this offering in accordance with the public stockholders. This voting arrangement shall not apply to shares included in units purchased in this offering, if any, or purchased following this offering in the open market by any of our existing stockholders, officers and directors. As a result, an initial stockholder who acquires shares during or after this offering may vote against the proposed business combination with respect to those shares, and retain the right to exercise the conversion rights attributable to such shares in the event that a business combination transaction is approved by a majority of our public stockholders. Additionally, our existing stockholders, officers and directors will vote all of their shares in any manner they determine, in their sole discretion, with respect to any other items that come before a vote of our stockholders.

We will proceed with the business combination only if a majority of the shares of common stock voted by the public stockholders are voted in favor of the business combination and public stockholders owning less than 20% of the shares sold in this offering exercise their conversion rights discussed below. Voting against the business combination alone will not result in conversion of a stockholder's shares into a pro rata share of the trust fund. Such stockholder must have also exercised its conversion rights described below.

Our board of directors is divided into two classes, each of which will generally serve for a term of two years with only one class of directors being elected in each year. There is no cumulative voting with respect to the election of directors, with the result that the holders of more than 50% of the shares voted for the election of directors can elect all of the directors.

If we are forced to liquidate prior to a business combination, our public stockholders are entitled to share ratably in the trust fund, inclusive of any interest, net of taxes, if any, and any net assets remaining available for distribution to them after payment of liabilities. The term public stockholders means the holders of common stock sold as part of the units in this offering or in the open market, including any existing stockholders to the extent that they purchase or acquire such shares. Our existing stockholders have agreed to waive their respective rights to participate in any liquidation distribution occurring upon our failure to consummate a business combination, but only with respect to those shares of common stock acquired by them prior to this offering.

Our stockholders have no conversion, preemptive or other subscription rights and there are no sinking fund or redemption provisions applicable to the common stock, except that public stockholders have the right to have their shares of common stock converted to cash equal to their pro rata share of the trust fund if they vote against the business combination and the business combination is approved and completed. Public stockholders who convert their stock into their share of the trust fund still have the right to exercise the warrants that they received as part of the units.

Preferred Stock

Our certificate of incorporation authorizes the issuance of 1,000,000 shares of blank check preferred stock with such designation, rights and preferences as may be determined from time to time by our board of directors. No shares of preferred stock are being issued or registered in this offering. Accordingly, our board of directors is empowered, without stockholder approval, to issue preferred stock with dividend, liquidation, conversion, voting or other rights which could adversely affect the voting power or other rights of the holders of common stock, although the underwriting agreement prohibits us, prior to a business combination, from issuing preferred stock which participates in any manner in the proceeds of the trust fund, or which votes as a class with the common stock on a business combination. We may issue some or all of the preferred stock to effect a business combination. In addition, the preferred stock could be utilized as a method of discouraging, delaying or preventing a change in control of us. Although we do not currently intend to issue any shares of preferred stock, we cannot assure you that we will not do so in the future.

Warrants

No warrants are currently outstanding. Each warrant entitles the registered holder to purchase one share of our common stock at a price of $6.00 per share, subject to adjustment as discussed below, at any time commencing on the later of:

·	the completion of a business combination; or

·	one year from the date of this prospectus.

The warrants will expire on ___________, 2009 at 5:00 p.m., New York City time.

We may call the warrants for redemption:

·	in whole and not in part;

·	at a price of $.01 per warrant at any time after the warrants become exercisable;

·	upon not less than 30 days’ prior written notice of redemption to each warrant holder; and

·	if, and only if, the average closing sales price of the common stock equals or exceeds $11.50 per share, for any 20 trading days within a 30 trading day period ending on the third business day prior to the notice of redemption to warrant holders.

We have established this last criterion to provide warrant holders with a premium to the initial warrant exercise price as well as a degree of liquidity to cushion the market reaction, if any, to our redemption call. If the foregoing conditions are satisfied and we call the warrants for redemption, each warrant holder shall then be entitled to exercise his or her warrant prior to the date scheduled for redemption, however, there can be no assurance that the price of the common stock will exceed the call trigger price or the warrant exercise price after the redemption call is made.

The warrants will be issued in registered form under a warrant agreement between American Stock Transfer & Trust Company, as warrant agent, and us. You should review a copy of the warrant agreement, which has been filed as an exhibit to the registration statement of which this prospectus is a part, for a complete description of the terms and conditions applicable to the warrants.

The exercise price and number of shares of common stock issuable on exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, or our recapitalization, reorganization, merger or consolidation. However, the warrants will not be adjusted for issuances of common stock at a price below their respective exercise prices.

The warrants may be exercised upon surrender of the warrant certificate on or prior to the expiration date at the offices of the warrant agent, with the exercise form on the reverse side of the warrant certificate completed and executed as indicated, accompanied by full payment of the exercise price, by certified check payable to us, for the number of warrants being exercised. The warrant holders do not have the rights or privileges of holders of common stock and any voting rights until they exercise their warrants and receive shares of common stock. After the issuance of shares of common stock upon exercise of the warrants, each holder will be entitled to one vote for each share held of record on all matters to be voted on by stockholders.

No warrants will be exercisable unless at the time of exercise a prospectus relating to common stock issuable upon exercise of the warrants is current and the common stock has been registered or qualified or deemed to be exempt under the securities laws of the state of residence of the holder of the warrants. Under the terms of the warrant agreement, we have agreed to meet these conditions and use our best efforts to maintain a current prospectus relating to common stock issuable upon exercise of the warrants until the expiration of the warrants. However, we cannot assure you that we will be able to do so. The warrants may be deprived of any value and the market for the warrants may be limited if the prospectus relating to the common stock issuable upon the exercise of the warrants is not current or if the common stock is not qualified or exempt from qualification in the jurisdictions in which the holders of the warrants reside. No fractional shares will be issued upon exercise of the warrants. If, upon exercise of the warrants, a holder would be entitled to receive a fractional interest in a share, we will, upon exercise, round up to the nearest whole number the number of shares of common stock to be issued to the warrant holder.

Purchase Options

We have agreed to sell to the representative of the underwriters an option to purchase up to a total of 175,000 units at $8.80 per unit. The units issuable upon exercise of this option are identical to those offered by this prospectus. For a more complete description of the purchase option, see the section below entitled “Underwriting--Purchase Option.”

Dividends

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

Our Transfer Agent and Warrant Agent

The transfer agent for our securities and warrant agent for our warrants is American Stock Transfer & Trust Company, 59 Maiden Lane, Plaza Level, New York, New York 10038.

Shares Eligible for Future Sale

Immediately after this offering, we will have 3,125,000 shares of common stock outstanding, or 3,500,000 shares if the underwriters’ over-allotment option is exercised in full. Of these shares, the 2,500,000 shares sold in this offering, or 2,875,000 shares if the over-allotment option is exercised in full, will be freely tradable without restriction or further registration under the Securities Act, except for any shares purchased by one of our affiliates within the meaning of Rule 144 under the Securities Act. All of the remaining 625,000 shares are restricted securities under Rule 144, in that they were issued in private transactions not involving a public offering. None of those will be eligible for sale under Rule 144 prior to _____, 2006. Notwithstanding this, all of those shares have been placed in escrow and will not be transferable for a period of three years from the date of this prospectus and will only be released prior to that date subject to certain limited exceptions such as our liquidation prior to a business combination (in which case the certificate representing such shares will be destroyed), and the consummation of a liquidation, merger, stock exchange or other similar transaction which results in all of our stockholders having the right to exchange their shares of common stock for cash, securities or other property subsequent to our consummating a business combination with a target business.

Rule 144

In general, under Rule 144 as currently in effect, a person who has beneficially owned restricted shares of our common stock for at least one year would be entitled to sell within any three-month period a number of shares that does not exceed the greater of either of the following:

·	1% of the number of shares of common stock then outstanding, which will equal 31,250 shares immediately after this offering (or 35,000 if the underwriters’ exercise their over-allotment option); and

·	the average weekly trading volume of the common stock during the four calendar weeks preceding the filing of a notice on Form 144 with respect to the sale.

Sales under Rule 144 are also limited by manner of sale provisions and notice requirements and to the availability of current public information about us.

Rule 144(k)

Under Rule 144(k), a person who is not deemed to have been one of our affiliates at the time of or at any time during the three months preceding a sale, and who has beneficially owned the restricted shares proposed to be sold for at least two years, including the holding period of any prior owner other than an affiliate, is entitled to sell their shares without complying with the manner of sale, public information, volume limitation or notice provisions of Rule 144.

SEC Position on Rule 144 Sales

The Securities and Exchange Commission has taken the position that promoters or affiliates of a blank check company and their transferees, both before and after a business combination, would act as an “underwriter” under the Securities Act when reselling the securities of a blank check company. Accordingly, the Securities and Exchange Commission believes that those securities can be resold only through a registered offering and that Rule 144 would not be available for those resale transactions despite technical compliance with the requirements of Rule 144.

Registration Rights

The holders of our 625,000 issued and outstanding shares of common stock on the date of this prospectus will be entitled to registration rights pursuant to an agreement to be signed prior to or on the effective date of this offering. The holders of the majority of these shares are entitled to require us, on up to two occasions, to register these shares. The holders of the majority of these shares can elect to exercise these registration rights at any time after the date on which these shares of common stock are released from escrow. In addition, these stockholders have certain “piggy-back” registration rights on registration statements filed subsequent to the date on which these shares of common stock are released from escrow. We will bear the expenses incurred in connection with the filing of any such registration statements.

UNDERWRITING

Maxim Group LLC is lead managing underwriter of the offering and is acting as representative of the underwriters named below. Subject to the terms and conditions in the underwriting agreement, each underwriter named below has agreed to purchase from us, on a firm commitment basis, the respective number of units shown opposite its name below, at the public offering price, less the underwriting discount set forth on the cover page of this prospectus:

Underwriter		Number of Units

Maxim Group LLC
Total		2,500,000

The underwriting agreement provides that the underwriters are committed to purchase all of the units offered by this prospectus if they purchase any of the units. This commitment does not apply to the units subject to an over-allotment option granted by us to the underwriters to purchase additional units in this offering. The underwriting agreement also provides that the obligations of the underwriters to pay for and accept delivery of the units are subject to the passing upon of certain legal matters by counsel and certain other conditions.

State Blue Sky Information

We will offer and sell the units to retail customers only in Colorado, Delaware, the District of Columbia, Florida, Hawaii, Illinois, Indiana, Maryland, New York, Rhode Island and Wyoming. We have applied to have the units registered for sale, or we are relying on exemptions from registration in the states mentioned above. In states that require registration, we will not sell the units to retail customers in these states until such registration is effective in each of these states (including in Colorado, pursuant to 11-51-302(6) of the Colorado Revised Statutes).

If you are not an institutional investor, you may purchase our securities in this offering only in the jurisdictions described directly above. Institutional investors in every state except in Idaho may purchase the units in this offering pursuant to exemptions provided to such entities under the Blue Sky laws of various states. The definition of an “institutional investor” varies from state to state but generally includes financial institutions, broker-dealers, banks, insurance companies and other qualified entities.

The National Securities Markets Improvement Act of 1996 (“NSMIA”), which is a federal statute, prevents or preempts the states from regulating transactions in certain securities, which are referred to as “covered securities”. This federal statute does allow the states to investigate companies if there is a suspicion of fraud, and if there is a finding of fraudulent activity, then the states can regulate or bar the sale of covered securities in a particular case.

State securities laws either require that a company’s securities be registered for sale or that the securities themselves or the transaction under which they are issued, are exempt from registration. When a state law provides an exemption from registration, it is excusing an issuer from the general requirement to register securities before they may be sold in that state. States, may by rule or regulation, place conditions on the use of exemptions, so that certain companies may not be allowed to rely on the exemption for the sale of their securities. If an exemption is not available and the securities the company wishes to sell are not covered securities under the federal statute, then the company must register its securities for sale in the state in question.

We will file periodic and annual reports under the Securities Exchange Act of 1934. Therefore, under NSMIA, the states and territories of the United States are preempted from regulating the resale by stockholders of the units, from and after the effective date, and the common stock and warrants comprising the units, once they become separately transferable, because our securities will be covered securities. However, NSMIA does allow states and territories of the United States to require notice filings and collect fees with regard to these transactions and a state may suspend the offer and sale of securities within such state if any such required filing is not made or fee is not paid. As of the date of this prospectus, the following states do not require any notice filings or fee payments and stockholders may resell the units, and the common stock and warrants comprising the units, once they become separately transferable:

Alabama, Alaska, Arizona, Arkansas, California, Colorado, Connecticut, Delaware, Florida, Georgia, Guam, Hawaii, Idaho, Indiana, Iowa, Kansas, Kentucky, Louisiana, Maine, Massachusetts, Minnesota, Mississippi, Missouri, Nebraska, Nevada, New Jersey, New Mexico, New York, North Carolina, Ohio, Oklahoma, Pennsylvania, South Dakota, Utah, Virginia, Virgin Islands, Washington, West Virginia, Wisconsin and Wyoming.

Additionally, the stockholders may resell the units, and the common stock and warrants comprising the units, once they become separately transferable, if the proper notice filings have been made and fees paid in the following states:

District of Columbia, Illinois, Maryland, Michigan, Montana, New Hampshire, North Dakota, Oregon, Puerto Rico, Rhode Island, South Carolina, Tennessee, Texas and Vermont.

As of the date of this prospectus, we have not determined in which, if any, of these states we will submit the required filings or pay the required fee. Additionally, if any of the states that have not yet adopted a statute, rule or regulation relating to the National Securities Markets Improvement Act adopts such a statute in the future requiring a filing or fee or if any state amends its existing statutes, rules or regulations with respect to its requirements, we would need to comply with those new requirements in order for the securities to continue to be eligible for resale in those jurisdictions.

However, we believe that the units, from and after the effective date, and the common stock and warrants comprising the units, once they become separately transferable, may be eligible for sale on a secondary market basis in various states, without any notice filings or fee payments, based upon the availability of an applicable exemption from the state's registration requirements.

Underwriting Terms

Pursuant to the underwriting agreement, we have granted to the underwriters an option, exercisable for 45 days after the date of this prospectus, to purchase up to an additional 375,000 units from us on the same terms and at the same per unit price as the other units being purchased by the underwriters from us. The underwriters may exercise the option solely to cover over-allotments, if any, in the units that the underwriters have agreed to purchase from us. If the over-allotment option is exercised in full, the total public offering price, underwriting discounts and commissions and proceeds to us before expenses will be $[___], $[___] and $[___], respectively.

The following table shows the public offering price, underwriting discount to be paid by us to the underwriters and the proceeds, before expenses, to us. This information assumes either no exercise or full exercise by the underwriters of their over-allotment option.

	Per unit			Without option	With option
Public offering price	$	8.00	$	20,000,000	$	23,000,000
Discount (1)	$	0.48	$	1,200,000	$	1,380,000
Non-accountable expense allowance(2)	$	0.16	$	400,000	$	400,000
Proceeds before expenses(3)	$	7.36	$	18,400,000	$	21,220,000

(1) Consists of an underwriting discount of 6% of the gross proceeds of this offering (including any units sold to cover overallotments). Does not include an additional underwriting discount in the amount of 2% of the gross proceeds of this offering (including any units sold to cover overallotments), payable out of the funds held in trust upon consummation of a business combination.

(2) The 2% non-accountable expense allowance is not payable with respect to the units sold upon exercise of the underwriters’ over-allotment option.

(3) The offering expenses are estimated at $370,000.

We have agreed to sell the units to the underwriters at the initial public offering price less the underwriting discount set forth on the cover page of this prospectus. The underwriting agreement also provides that the representative of the underwriters will be paid a non-accountable expense allowance equal to 2% of the gross proceeds from the sale of the units offered by this prospectus ($______ of which has been previously advanced to Maxim), exclusive of any units purchased on exercise of the over-allotment option. In the event the offering is terminated, Maxim Group LLC will return to us the amount previously advanced by us less Maxim Group LLC’s actual out-of-pocket expenses incurred in connection with the offering.

We estimate that the total expenses of the offering payable by us, not including underwriting discounts, commissions, the non-accountable expense allowance and not taking into consideration the underwriters’ over-allotment option, will be approximately $370,000. These expenses include, but are not limited to, SEC registration fees, NASD filing fees, accounting fees and expenses, legal fees and expenses, printing and engraving expenses, transfer agent fees and blue sky fees and expenses.

The underwriters will initially offer the units to be sold in this offering directly to the public at the initial public offering price set forth on the cover of this prospectus and to selected dealers at the initial public offering price less a selling concession not in excess of $___ per unit. The underwriters may allow, and the selected dealers may reallow, a concession not in excess of $___ per unit on sales to brokers and dealers. After the offering, the underwriters may change the offering price and other selling terms. No change in those terms will change the amount of proceeds to be received by us as set forth on the cover of this prospectus.

We have agreed to sell to the representative of the underwriters, for $100, an option to purchase up to a total of 175,000 units at $8.80 per unit. The units issuable upon exercise of this option are identical to those offered by this prospectus. This option commences on the later of the consummation of a business combination and one year from the date of this prospectus and expiring five years from the date of this prospectus. The option and the 175,000 units, the 175,000 shares of common stock and the 175,000 warrants underlying such units, and the 175,000 shares of common stock underlying such warrants, have been deemed compensation by the NASD 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 date of this prospectus. However, the option may be transferred to any underwriter and selected dealer participating in the offering and their bona fide officers or partners. Thereafter, the representative’s units will be transferable provided such transfer is in accordance with the provisions of the Securities Act. Although the purchase option and its underlying securities have been registered under the registration statement of which this prospectus forms a part of, the option grants to holders demand and “piggy back” rights for periods of five and seven years, respectively, from the date of this prospectus with respect to the registration under the Securities Act of the securities directly and indirectly issuable upon exercise of the option. We will bear all fees and expenses attendant to registering the securities, other than underwriting commissions which will be paid for by the holders themselves. 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, or our recapitalization, reorganization, merger or consolidation. However, the option will not be adjusted for issuances of common stock at a price below its exercise price. We will set aside and at all times have available a sufficient number of shares of common stock to be issued upon exercise of the representative’s units.

We have engaged Maxim Group LLC, the representative of the underwriters, on a non-exclusive basis, as our agent for the solicitation of the exercise of the warrants. To the extent not inconsistent with the guidelines of the NASD and the rules and regulations of the SEC, we have agreed to pay the representative for bona fide services rendered a commission equal to 3% of the exercise price for each warrant exercised more than one year after the date of this prospectus if the exercise was solicited by the underwriters. In addition to soliciting, either orally or in writing, the exercise of the warrants, the representative’s services may also include disseminating information, either orally or in writing, to warrant holders about us or the market for our securities, and assisting in the processing of the exercise of the warrants. No compensation will be paid to the representative upon the exercise of the warrants if:

·	the market price of the underlying shares of common stock is lower than the exercise price;

·	the holder of the warrants has not confirmed in writing that the underwriters solicited the exercise;

·	the warrants are held in a discretionary account;

·	the warrants are exercised in an unsolicited transaction; or

·	the arrangement to pay the commission is not disclosed in the prospectus provided to warrant holders at the time of exercise.

Prior to this offering there has been no public market for any of our securities. The public offering price of the units and the terms of the warrants were negotiated between us and the representative. Factors considered in determining the prices and terms of the units, including the common stock and warrants underlying the units, include:

·	the history and prospects of companies whose principal business is the acquisition of other companies;

·	prior offerings of those companies;

·	our prospects for acquiring an operating business at attractive values;

·	our capital structure;

·	an assessment of our management and their experience in identifying operating companies;

·	general conditions of the securities markets at the time of the offering; and

·	other factors as were deemed relevant.

However, although these factors were considered, the determination of our offering price is more arbitrary than the pricing of securities for an operating company in a particular industry since the underwriters are unable to compare our financial results and prospects with those of public companies operating in the same industry.

Although they are not obligated to do so, any of the underwriters may introduce us to potential target businesses or assist us in raising additional capital, as needs may arise in the future, but there are no preliminary agreements or understandings between any of the underwriters and any potential targets. We may pay the underwriters a finder’s fee that would be determined at that time in an arm’s length negotiation where the terms would be fair and reasonable to each of the interested parties; provided that no agreement will be entered into and no fee will be paid within 90 days of the date of this prospectus.

In connection with this offering, the underwriters may distribute prospectuses electronically. No forms of prospectus other than printed prospectuses and electronically distributed prospectuses that are printable in Adobe PDF format will be used in connection with this offering.

The underwriters have informed us that they do not expect to confirm sales of units offered by this prospectus to accounts over which they exercise discretionary authority without obtaining the specific approval of the account holder.

In connection with this offering, our underwriters may engage in stabilizing transactions, over-allotment transactions, covering transactions and penalty bids in accordance with Regulation M under the Securities Exchange Act of 1934, as amended.

·	Stabilizing transactions permit bids to purchase the underlying security so long as the stabilizing bids do not exceed a specified maximum.

Over-allotment involves sales by the underwriters of units in excess of the number of units the underwriters are obligated to purchase, which creates a short position. The short position may be either a covered short position or a naked short position. In a covered short position, the number of units over-allotted by the underwriters is not greater than the number of units that it may purchase in the over-allotment option. In a naked short position, the number of units involved is greater than the number of units in the over-allotment option. The underwriters may close out any covered short position by either exercising their over-allotment option or purchasing units in the open market.

Covering transactions involve the purchase of units in the open market after the distribution has been completed in order to cover short positions. In determining the source of units to close out the short position, the underwriters will consider, among other things, the price of units available for purchase in the open market as compared to the price at which it may purchase units through the over-allotment option. If the underwriters sell more units than could be covered by the over-allotment option, a naked short position, the position can only be closed out by buying units in the open market. A naked short position is more likely to be created if the underwriters are concerned that there could be downward pressure on the price of the units in the open market after pricing that could adversely affect investors who purchase in this offering.

·	Penalty bids permit the underwriters to reclaim a selling concession from a selected dealer when the units originally sold by the selected dealer is purchased in a stabilizing covering transaction to cover short positions.

These stabilizing transactions, covering transactions and penalty bids may have the effect of raising or maintaining the market price of our units or preventing or retarding a decline in the market price of our units. As a result, the price of our units may be higher than the price that might otherwise exist in the open market. However, neither we nor the underwriters make any representation or prediction as to the effect the transactions described above may have on the price of our securities. These transactions may occur on the OTC Bulletin Board, in the over-the-counter market or on any trading market. If any of these transactions are commenced, they may be discontinued without notice at any time.

Mr. Engel or his designees have agreed to purchase up to an aggregate of $1,000,000 worth of our warrants, through open market purchases, at a price not to exceed $1.20, within the first six months after such warrants begin trading separately from our shares of common stock. Also, members of our management and board of directors and their affiliates will have the right but not the obligation to purchase warrants on the open market. In addition, subject to any regulatory restrictions, Maxim Group LLC has agreed to purchase $250,000 of our warrants in the open market on similar terms to Mr. Engel or his designees. Such warrant purchases by Mr. Engel, Maxim Group LLC or other existing stockholders and their affiliates may have the effect of stabilizing the market price of the warrants at a price above that which would prevail in the absence of such purchases. Since the obligation of Mr. Engel, his designees and Maxim only continues until the end of the six month anniversary of the separate trading of the warrants or such earlier time as Mr. Engel or his designees and Maxim Group LLC have satisfied their purchase obligations, the market price of the warrants may substantially decrease once such purchases have ended.

Although certain principals of Maxim Group LLC have extensive experience in the securities industry, Maxim Group LLC itself was formed in October 2002 and has acted as an underwriter in only four firm commitment public offerings, co-manager in four firm commitment public offerings and as a member of the underwriting syndicate in ninety-eight underwritten public offerings. Since Maxim Group LLC has limited experience in underwriting firm commitment public offerings, their lack of experience may adversely affect the public offering price of our securities and the subsequent development, if any, of a trading market for our securities. Maxim Group LLC is a member of the National Association of Securities Dealers, Inc. and the Securities Investor Protection Corporation.

For a period of no less than two years after the date of the prospectus, we have agreed to engage a designee of Maxim Group LLC as an advisor to our board of directors, where such advisor shall attend meetings of the board, receive all notices and other correspondence and communications sent by us to members of our board of directors. In addition, such advisor shall be entitled to receive, as his/her sole compensation, reimbursement for all costs incurred in attending such meetings.

For a period of eighteen months from the closing of a business combination, we have granted Maxim the right of first refusal to act as lead underwriter or minimally as a co-manager with at least 50% of the economics; or, in the case of a three-handed deal 33% of the economics, for any and all future public and private equity and debt offerings, excluding ordinary course of business financings such as bank lines of credit, accounts receivable, factoring and financing generated by us or any of our successors or any of our subsidiaries.

The underwriting agreement provides for indemnification between us and the underwriters against specified liabilities, including liabilities under the Securities Act, and for contribution by us and the underwriters to payments that may be required to be made with respect to those liabilities. We have been advised that, in the opinion of the Securities and Exchange Commission, indemnification liabilities under the Securities Act is against public policy as expressed in the Securities Act, and is therefore, unenforceable.

LEGAL MATTERS

The validity of the securities offered in this prospectus is being passed upon for us by Ellenoff Grossman & Schole LLP, New York, New York. Such firm has previously represented Maxim Group LLC and expects to do so again in the future. Lowenstein Sandler PC is acting as counsel for the underwriters in this offering.

EXPERTS

The financial statements included in this prospectus and in the registration statement have been audited by Marcum & Kliegman, LLP, an independent registered public accounting firm, to the extent and for the period set forth in their report appearing elsewhere in this prospectus and in the registration statement. The financial statements and the report of Marcum & Kliegman, LLP are included in reliance upon their report given upon the authority of Marcum & Kliegman, LLP as experts in auditing and accounting.

WHERE YOU CAN FIND ADDITIONAL INFORMATION

We have filed with the SEC a registration statement on Form S-1, which includes exhibits, schedules and amendments, under the Securities Act, with respect to this offering of our securities. Although this prospectus, which forms a part of the registration statement, contains all material information included in the registration statement, parts of the registration statement have been omitted as permitted by rules and regulations of the SEC. We refer you to the registration statement and its exhibits for further information about us, our securities and this offering. The registration statement and its exhibits, as well as our other reports filed with the SEC, can be inspected and copied at the SEC’s public reference room at 450 Fifth Street, N.W., Washington, D.C. 20549-1004. The public may obtain information about the operation of the public reference room by calling the SEC at 1-800-SEC-0330. In addition, the SEC maintains a web site at http://www.sec.gov which contains the Form S-1 and other reports, proxy and information statements and information regarding issuers that file electronically with the SEC.

Affinity Media International Corp.

(A Development Stage Enterprise)

Table of Contents to Financial Statements


Report of Independent Registered Public Accounting Firm		F-2

Financial Statements

Balance Sheet		F-3

Statement of Operations		F-4

Statement of Changes in Stockholders' Equity		F-5

Statement of Cash Flows		F-6

Notes to Financial Statements		F-7

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors

Affinity Media International Corp.

We have audited the accompanying balance sheet of Affinity Media International Corp. (a development stage enterprise) (the “Company”) as of August 31, 2005, and the related statements of operations, stockholders’ equity, and cash flows for the period from August 12, 2005 (inception) to August 31, 2005. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The company is not required to have, nor were we engaged to perform, an audit of the company’s internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

ASSETS

CURRENT ASSETS
Cash	$	192,500
Prepaid expenses		12,500
Total current assets		205,000

DEFERRED OFFERING COSTS		60,000

TOTAL ASSETS	$	265,000

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
Accrued expenses	$	350
Advance payable - related party		5,000
Total current liabilities		5,350

NOTES PAYABLE - RELATED PARTIES		235,000

TOTAL LIABILITIES		240,350

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY
Preferred stock - $.0001 par value; authorized 1,000,000;
none issued and outstanding		--
Common stock - $.0001 par value; authorized 50,000,000;
625,000 issued and outstanding		63
Additional paid-in capital		24,937
Deficit accumulated during the development stage		(350	)

TOTAL STOCKHOLDERS' EQUITY		24,650

TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY	$	265,000

EXPENSES

Formation and operating costs	$	350

NET LOSS	$	(350	)

Basic and Diluted Loss Per
Common Share	$	(0.00	)

Weighted Average Common Shares
Basic and Diluted		625,000

CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(350	)

Changes in operating assets and liabilities:

Prepaid expenses		(12,500	)
Accrued expenses		350

TOTAL ADJUSTMENTS		(12,150	)

NET CASH USED IN OPERATING
ACTIVITIES		(12,500	)


CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from related party notes payable		235,000
Proceeds from the sale of common stock		25,000
Repayment of advance from founding stockholder		(55,000	)

NET CASH PROVIDED BY FINANCING
ACTIVITIES		205,000

NET INCREASE IN CASH		192,500

CASH - August 12, 2005 (Inception)		--

CASH - August 31, 2005	$	192,500

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid during the periods for:

Interest	$	--
Income taxes	$	--

SUPPLEMENTAL DISCLOSURE OF NON-CASH TRANSACTION

Advance from Founding Stockholder	$	60,000

Initial Trustees’ fee	$	1,000.00	(1	)
SEC Registration Fee		5,042.00
NASD filing fee		4,784.00
Accounting fees and expenses		25,000.00
Printing and engraving expenses		50,000.00
Directors & Officers liability insurance premiums		70,000.00	(2	)
Legal fees and expenses		150,000.00
Blue sky services and expenses		50,000.00
Miscellaneous		14,174.00	(3	)
Total	$	370,000.00

Exhibit No.				Description

1.1				Form of Underwriting Agreement.
1.2				Form of Selected Dealers Agreement.*
3.1				Certificate of Incorporation, as amended.
3.2				By-laws.
4.1				Specimen Unit Certificate.
4.2				Specimen Common Stock Certificate.
4.3				Specimen Warrant Certificate.
4.4				Form of Warrant Agreement between American Stock Transfer & Trust Company and the Registrant.
5.1				Opinion of Ellenoff Grossman & Schole LLP.*
10.1.1				Letter Agreement among the Registrant, Maxim Group LLC and Peter H. Engel.
10.1.2				Letter Agreement among the Registrant, Maxim Group LLC and Howard Cohl.
10.1.3				Letter Agreement among the Registrant, Maxim Group LLC and Peter Dombrowski.
10.1.4				Letter Agreement among the Registrant, Maxim Group LLC and Michael Arthur
10.1.5				Letter Agreement among the Registrant, Maxim Group LLC and Marc E. Jaffe
10.1.6				Letter Agreement among the Registrant, Maxim Group LLC and Fred Tarter
10.2				Form of Investment Management Trust Agreement between American Stock Transfer & Trust Company and the Registrant.
10.3				Form of Stock Escrow Agreement between the Registrant, American Stock Transfer & Trust Company and the Initial Stockholders.
10.4				Form of Registration Rights Agreement among the Registrant and the Initial Stockholders.
10.5				Lease/Office Services Agreement dated August 12, 2005 by and among the Registrant and Silverback Books, Inc.
10.6.1				Promissory Note, dated August 12, 2005, issued to Howard Cohl in the amount of $15,000.
10.6.2				Promissory Note, dated August 12, 2005, issued to American Consulting Corp. in the amount of $220,000.
10.7				Form of Unit Option Purchase Agreement between the Registrant and Maxim Group LLC
10.8				Form of Warrant Purchase Agreement by and between the Registrant, _______ and Maxim Group LLC.*
23.1				Consent of Marcum & Kliegman, LLP
23.2				Consent of Ellenoff Grossman & Schole LLP (included in Exhibit 5.1).
24				Power of Attorney.

Affinity Media International Corp.
(A Development Stage Enterprise)

BALANCE SHEET
August 31, 2005

							Deficit
							Accumulated
					Additional		During			Total
	Common Stock				Paid-in		Development			Stockholders'
	Shares		Amount		Capital		Stage			Equity

Common stock issued at August 12,
2005 at $0.04 per share		625,000	$	63	$	24,937	$	-		$	25,000

Net loss		-		-		-		(350	)		(350	)

BALANCE - August 31, 2005		625,000	$	63	$	24,937	$	(350	)	$	24,650


Until [ ], 2005, all dealers that effect transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers’ obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions. No dealer, salesperson or any other person is authorized to give any information or make any representations in connection with this offering other than those contained in this prospectus and, if given or made, the information or representations must not be relied upon as having been authorized by us. This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any security other than the securities offered by this prospectus, or an offer to sell or a solicitation of an offer to buy any securities by anyone in any jurisdiction in which the offer or solicitation is not authorized or is unlawful.		$20,000,000 AFFINITY MEDIA INTERNATIONAL CORP. 2,500,000 Units ________________ PROSPECTUS ________________ Maxim Group LLC ________, 2005

Stockholders	Number of Shares
Peter H. Engel	331,251
Howard Cohl	221,875
Peter Dombrowski	37,500
Michael Arthur	11,458
Marc E. Jaffe	11,458
Fred Tarter	11,458


	Affinity Media International Corp.

	By:	/s/ Peter H. Engel
		Name: Peter H. Engel
		Title: Chairman, Chief Executive Officer and Treasurer (principal executive officer)

Name	Position	Date
/s/ Peter Engel Peter H. Engel	Chairman, chief executive officer and treasurer (Principal Executive Officer)	September 30, 2005
/s/ Howard Cohl Howard Cohl	President, secretary and director (Principal Financial & Accounting Officer)	September 30, 2005
/s/ Peter Dombrowski Peter Dombrowski	Chief operating officer and director	September 30, 2005
/s/ Michael Arthur Michael Arthur	Director	September 30, 2005
/s/ Marc E. Jaffe Marc E. Jaffe	Director	September 30, 2005