8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 31, 2008

180 CONNECT INC.

(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of incorporation)

001-33670	20-2650200
(Commission File No.)	(IRS Employer Identification No.)

6501 E. Belleview Avenue
Englewood, Colorado 80111
(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code (303) 395-6000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02 Results of Operations and Financial Condition.

On March 31, 2008, 180 Connect Inc. (the “Registrant”) released financial information with respect to its fiscal year ended December 31, 2007. A copy of the press release containing this information is annexed as Exhibit 99.1 to this Report and by this reference incorporated herein and made a part hereof. Such information shall not be treated as filed for purposes of the Securities Exchange Act of 1934, as amended.

The information in Item 2.02 of the Current Report and the accompanying exhibit shall not be incorporated by reference into any filing by the Registrant, whether made before or after the date hereof, regardless of any general incorporation language in such filing, unless expressly incorporated by a specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

99.1 Press release dated as of March 31, 2008.

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereto duly authorized.

	180 CONNECT INC.
	(Registrant)
	By:	/s/ Steven Westberg
		Steven Westberg Chief Financial Officer
Dated: March 31, 2008

EX-99.1

Exhibit 99.1

Stock Symbols: OTCBB: CNCT.OB, CNCTU.OB, CNCTW.OB

March 31, 2008

180 CONNECT INC. ANNOUNCES 2007 YEAR END RESULTS

Revenue increases to a record $380 million, representing a 15% increase from the
Prior Year

Toronto, Ontario and Englewood, CO — March 31, 2008 — 180 Connect Inc. (“180 Connect” or the “Company”) (OTCBB: CNCT.OB, CNCTU.OB, CNCTW.OB), one of North America’s largest providers of installation, integration and fulfillment services to the home entertainment, communication, and home integration service industries, today released its financial results for the year ended December 31, 2007.

Certain information contained in this news release constitutes forward-looking information, including anticipated growth and financial performance. See “Forward-Looking Information”.

Selected Financial Highlights — Year Ended December 31, 2007

For the year ended December 31, 2007 as compared to the year ended December 31, 2006:

Year to Date Highlights

• Revenue grew to $379.8 million, an increase of $48.6 million, or 14.7%, compared to revenue of $331.2 million in 2006.

• EBITDA from continuing operations ⁽²⁾ was $19.3 million, an increase of $5.8 million or 42.8% compared to $13.5 million in 2006.

• Total cash provided by operating activities was $1.5 million, a decrease of $4.8 million from the cash provided by operating activities of $6.3 million in 2006.

• Loss from continuing operations was $22.9 million, an increase of $14.1 million compared to a loss from continuing operations of $8.8 million in 2006.

• Net loss was $24.9 million, an increase of $10.3 million compared to a net loss of $14.6 million in 2006.

• Net loss per share for the twelve months ended December 31, 2007 and December 31, 2006, respectively, is as follows:

• Loss from continuing operations was $1.20 per share basic and diluted compared to a loss from continuing operations of $0.60 per share basic and diluted in 2006.

• Net loss was $1.30 per share basic and diluted compared to net loss of $1.00 per share basic and diluted in 2006.

Peter Giacalone, President and Chief Executive Officer of the Company stated;

“2007 was a significant and successful year for 180 Connect. The management team was highly focused on the improving margins and rebuilding shareholder confidence in the organization. Major initiatives included the

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significant capital raise through completing the merger with Ad Venture Partners, expanding and strengthening our relationship with our major customers, and streamlining of the systems and processes of control and management. Our employees continue to deliver some of the best quality and consumer satisfaction metrics in the industry despite the challenges of weather and geography.

180 Connect’s team delivered a 43% increase in EBITDA on 15% revenue growth, year over year, with a strong focus on cash management and delivery. We are also very pleased to note that DIRECTV was ranked “Highest in Customer Satisfaction among Satellite/Cable TV Subscribers” in the southern, western and eastern regions of the United States, according to the J.D. Power and Associates 2007 Residential Cable/Satellite TV Customer Satisfaction Study. As 180 Connect is the primary service provider for DIRECTV’s western region, I believe that the award reflects our commitment and ability to deliver exceptional customer service.”

2007 Highlights

2007 financial results were strong as the Company achieved significant revenue growth and record EBITDA from continuing operations⁽²⁾. Revenue for 2007 increased to $380 million, from $331 million in 2006. This 15% increase reflects across-the-board volume increases in satellite and cable and also includes contribution from 180 Network Services and Digital Interiors — Home businesses. DIRECTV volume increased 15% year over year, as they not only continue to channel more work through the Home Service Provider Network, but also continue to sell more advanced product. Cable revenues increased 10% year over year as the Company continued to benefit from its investments in its cable workforce and significant growth in the Company’s Canadian operations with Rogers Communications which increased by 60%.

180 Connect’s Network Services business reported modest top line growth in 2007 as certain municipal fiber projects originally forecast to contribute in 2007 have been deferred to 2008 as a result of delays in financing associated with the current credit markets. The Company remains cautiously optimistic that this business will provide meaningful contributions in 2008, with the focus on its several fiber-to-the-home private developments. The Company remains confident in the long term growth prospects for this business and is pleased to announce an award for a $2 million airport project with the City of San Jose, CA.

The pace of growth in 180 Connect’s Home business was moderate as a result of the slowdown in the production home housing market. The Company will continue to monitor this business closely and has already begun the process of focussing its efforts on the higher end custom home and multi-dwelling unit market which has remained fairly steady despite the deterioration in the broader housing market. Long term, in-home technology remains an increasingly important factor in home buying decisions, and we believe this will continue to support the growth of the business, particularly in the higher end segment of the housing market.

Earnings performance for 2007 was the strongest in the history of the Company. EBITDA from continuing operations was $20.1 million for 2007 excluding stock based compensation expense of $0.9 million, an increase of $6.6 million or 48% year over year. On an adjusted basis excluding US listing costs, restructuring charges and stock based compensation expense, EBITDA from continuing operations was $21.3 million for 2007, an increase of 47% year over year. These results were primarily attributable to underlying operational improvements implemented in streamlining the Company’s management team, reduced insurance costs, improved inventory process and controls coupled with volume increases. General and Administrative costs declined despite the 15% increase in revenue. General and Administrative costs excluding stock-based compensation as a percentage of revenue declined to 4.8% in 2007 from 5.9% in 2006 as a result of more stringent approval processes and reductions in legal and professional fees. Both reported and adjusted EBITDA were negatively impacted by approximately $0.4 million of earnings related to the closure of a Networks Services operation during the fourth quarter, now reported within discontinued operations.

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Looking Forward

The Company set out last fall to refinance its existing debt in an effort to supplement its liquidity and lower its borrowing costs. While the Company continues to monitor the deteriorating debt markets, it has been able to manage its seasonal working capital needs by lowering its costs, working with its vendors, reducing customer chargebacks, focusing on collecting receivables and most recently, negotiating a reduction in its required letter of credit for its insurance obligations, freeing up its restricted cash. As such, the Company has not pursued any of the term loan proposals received to date largely due to the impact of increasing the cost of capital and the requirement to issue significant additional equity. The Company believes that its effective cash management performance will remain on track and is not currently in the market for additional financing.

Over the past 12 months 180 Connect has experienced significant growth. While the Company believes it has been successful in achieving many of its goals and positioning itself to become a dominant sector player, these efforts are not, in the opinion of the Board of Directors, being appropriately valued by the public markets. As such, the Board of Directors of 180 Connect has appointed a Special Committee comprised of independent directors of the Board, with a mandate to consider and review strategic alternatives for the Company, including transaction proposals that have or may be received from time to time. The Special Committee has retained investment bankers to assist in this process and is considering a number of alternatives to improve shareholder value. The Board of Directors has not set any deadline for completing the review of its strategic options and may ultimately determine that its current business plan is the best means to build and deliver shareholder value.

Summary Results

The following is a summary of the Company’s selected consolidated financial and operating data for the twelve months ended December 31, 2007 and 2006 and should be read in conjunction with the annual audited financial statements. The amounts presented below have been reclassified to reflect the adjustments associated with the discontinued operations of the Company and the reclassification of certain amounts of long-term debt to current portion of long-term debt.

Selected Consolidated Financial and Operating Data:

	Twelve Months			Twelve Months
	Ended			Ended
	December 31, 2007			December 31, 2006			% Change
Revenue	$	379,767,879		$	331,175,241			14.7	%
Direct expenses		341,108,774			297,073,863			14.8	%
Direct contribution margin (1)		38,659,105			34,101,378			13.4	%
General and administrative (a)		19,223,846			19,675,497			(2.3	)%
Foreign exchange (gain) loss		(124,329	)		30,361			(509.5	)%
Restructuring costs		275,000			892,688			(69.2	)%
EBITDA (2)		19,284,588			13,502,832			42.8	%
Depreciation		12,061,858			13,398,987			(10.0	)%
Amortization of customer contracts		3,681,499			3,712,673			(0.8	)%
Other (income) expense
Interest and loan fees		16,272,393			10,043,504			62.0	%
Gain on extinguishment of debt		—			(1,233,001	)		—
(Gain) loss on sale of investments and assets		715,151			(726,086	)		(198.5	)%
(Gain) loss on change in fair value of derivative liabilities		5,020,945			(1,363,936	)		(468.1	)%
Other expense		3,579,459			—			—
Loss from continuing operations before income tax expense (benefit)		(22,046,717	)		(10,329,309	)		113.4	%
Income tax expense (benefit)		856,576			(1,503,271	)		(157.0	)%
Loss from continuing operations		(22,903,293	)		(8,826,038	)		159.5	%
Loss from discontinued operations		(2,039,073	)		(5,762,800	)		(64.6	)%
Net loss for the period	$	(24,942,366	)	$	(14,588,838	)		71.0	%

(a) General and administrative expense includes stock-based compensation of $860,035 and $91,214, for the years ended December 31, 2007, and December 31, 2006, respectively.

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Per Share Data

	Twelve Months Ended			Twelve Months Ended
	December 31, 2007			December 31, 2006
Loss per share from continuing operations
Basic	$	(1.20	)	$	(0.60	)
Diluted	$	(1.20	)	$	(0.60	)
Net loss per share:
Basic	$	(1.30	)	$	(1.00	)
Diluted	$	(1.30	)	$	(1.00	)
Weighted average number of shares outstanding — basic		19,155,718			14,641,010
Weighted average number of shares outstanding — diluted		19,155,718			14,641,010

Selected Consolidated Balance Sheet Data

	As of
	December 31, 2007		December 31, 2006
			(Restated)
Cash and cash equivalents	$	366,449	$	2,904,098
Working capital deficit		30,162,680		32,218,721
Total assets		158,284,151		165,443,572
Total debt and capital lease obligations		56,765,878		77,355,246
Total shareholders’ equity	$	22,211,042	$	9,402,081

A copy of the annual audited consolidated financial statements of the Company for the twelve months ended December 31, 2007 is attached to this news release. The Company will be releasing its year end report on March 31, 2008 which will be available on EDGAR and the Company’s website. Additional information relating to the Company is available on EDGAR at www.sec.gov/edgar.shtml, on SEDAR at www.sedar.com and on the Company’s website at www.180connect.net.

Non-GAAP Measures:

(1) The term “Direct Contribution Margin” consists of revenue less direct expenses and excludes general and administrative expense, foreign exchange loss (gain), (gain) loss in sale of investments and assets, depreciation, amortization of customer contracts, interest and loan costs, (gain) loss on change on fair value of derivative liabilities, gain on extinguishment of debt, other expense, and income tax expense (benefit). DCM, as referred to in this news release, is a non-GAAP measure which does not have any standardized meaning prescribed by GAAP and is therefore unlikely to be comparable to similar measures presented by other issuers. Management believes that this term provides a better assessment of the contribution of the field operations dealing directly with its customers’ subscribers by eliminating: (1) the general and administrative costs that are not part of the direct costs of generating revenue; (2) the charge for customer contracts and depreciation which are non-cash expense items; and (3) (gain) loss on sale of investments and assets, (gain) loss on change in fair value of derivative liabilities, gain on extinguishment of debt, and other expense, which are not considered to be in the normal course of operating activity. Investors should be cautioned, however, that DCM should not be construed as an alternative to income (loss) from continuing operations determined in accordance with GAAP as an indicator of the Company’s performance.

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Following is a reconciliation of DCM to the comparable GAAP measure being net loss from continuing operations:

	Year Ended			Year Ended
	December 31, 2007			December 31, 2006
Direct contribution margin (1)	$	38,659,105		$	34,101,378
General and administrative		19,223,846			19,675,497
Foreign exchange loss (gain)		(124,329	)		30,361
Restructuring costs		275,000			892,688
Depreciation		12,061,858			13,398,987
Amortization of customer contracts		3,681,499			3,712,673
Interest and loan costs		16,272,393			10,043,504
Gain on extinguishment of debt		—			(1,233,001	)
(Gain) loss on sale of investments and assets		715,151			(726,086	)
(Gain) loss on change in fair value of derivative liabilities		5,020,945			(1,363,936	)
Other expense		3,579,459			—
Income tax expense (benefit)		856,576			(1,503,271	)
Net loss from continuing operations	$	(22,903,293	)	$	(8,826,038	)

(2) The term “EBITDA from continuing operations” refers to loss from continuing operations before deducting depreciation, amortization of customer contracts, (gain) loss in sale of investments and assets, interest and loan fees, (gain) loss on change in fair value of derivative liabilities, gain on extinguishment of debt, other expense, and income tax expense (benefit). EBITDA from continuing operations, as referred to in this news release, is a non-GAAP measure which does not have any standardized meaning prescribed by GAAP and is therefore unlikely to be comparable to similar measures presented by other issuers. Management believes that EBITDA from continuing operations provides a better assessment of cash flow from the operations of the Company by eliminating: (1) the charge for depreciation, and amortization of customer contracts which are non-cash expense items and (2) (gain) loss on sale of assets, (gain) loss on change in fair market value of derivative liabilities, gain on extinguishment of debt, and other expense, which are not considered to be in the normal course of operating activity. In addition, financial analysts and investors use a multiple of EBITDA from continuing operations for valuing companies within the same sector, in order to eliminate the differences in accounting treatment from one company to the next. Given that the Company is in a growth stage, management believes the focus on EBITDA from continuing operations gives the investor or reader of the consolidated financial statements and MD&A more insight into the operating capabilities of management and its utilization of its operating assets. Management further believes that EBITDA from continuing operations is also the best metric for measuring valuation. Investors should be cautioned, however, that EBITDA from continuing operations should not be construed as an alternative to income (loss) from continuing operations determined in accordance with GAAP as an indicator of the Company’s performance.

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Following is a reconciliation of EBITDA from continuing operations to the comparable GAAP measure being net loss from continuing operations:

	Year Ended			Year Ended
	December 31, 2007			December 31, 2006
EBITDA from continuing operations (2)		19,284,588			13,502,832
Depreciation		12,061,858			13,398,987
Amortization of customer contracts		3,681,499			3,712,673
Interest and loan costs		16,272,393			10,043,504
Gain on extinguishment of debt		—			(1,233,001	)
(Gain) loss on sale of investments and assets		715,151			(726,086	)
(Gain) loss on change in fair value of derivative liabilities		5,020,945			(1,363,936	)
Other expense		3,579,459			—
Income tax expense (benefit)		856,576			(1,503,271	)
Net loss from continuing operations	$	(22,903,293	)	$	(8,826,038	)

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Conference Call Information

A live webcast of 180 Connect Inc.’s 2007 year end results earnings call will be available at www.180connect.net. The call will begin at 5:00 p.m. EST, March 31, 2008. The dial-in numbers for the call are international dial 617.213.8853 and toll free at 866.831.6224, participant pass code is 15653962. The webcast will be archived on the Company’s website and a replay of the call will be available beginning at 7:00 p.m. EST on Monday, March 31, 2008 through to 11:59 p.m. EST Monday, April 7, 2008. The dial-in numbers for the replay are 617.801.6888 International Dial and toll free at 888.286.8010 pass code 92229639.

180 Connect Inc.

180 Connect Inc. is one of North America’s largest providers of installation, integration and fulfillment services to the home entertainment, communications and home integration service industries. With more than 4,000 skilled technicians and 750 support personnel based in over 85 operating locations, 180 Connect is well positioned as the only pure play national residential service provider in the market. 180 Connect shares are traded under the name of 180 Connect Inc. on the OTCBB under the symbols CNCT.OB, CNCTU.OB and CNCTW.OB.

Forward-Looking Information

This news release contains forward-looking statements which reflect management’s expectations regarding the Company’s future growth, results of operations, performance and business prospects and opportunities. Statements about the Company’s future plans and intentions, results, levels of activity, performance, goals or achievements or other future events constitute forward-looking statements. Wherever possible, words such as “will be”, “may”, “should”, “could”, “expect”, “plan”, “intend”, “anticipate”, “believe”, “estimate”, “predict” or “potential” or the negative or other variations of these words, or other similar words or phrases, have been used to identify these forward-looking statements. These statements reflect management’s current beliefs and are based on information currently available to management. Forward-looking statements involve significant risk, uncertainties and assumptions. Many factors, including those discussed under section 1A “Risk Factors” of the Report Form 10-K could cause actual results, performance or achievements to differ materially from the results discussed or implied in the forward-looking statements. These factors should be considered carefully and prospective investors should not place undue reliance on the forward-looking statements. Although the forward-looking statements contained in this news release are based upon what management believes to be reasonable assumptions, the Company cannot assure investors that actual results will be consistent with these forward-looking statements. These forward-looking statements are made as of the date of this news release and the Company assumes no obligation to update or revise them to reflect new events or circumstances, except as required by law.

For Information please contact the following or visit our website at www.180connect.net.

Claudia A. Di Maio	Devlin Lander
Director Investor Relations	Integrated Corporate Relations
TEL: 866.995.8888	TEL.:415.292.6855
DIRECT LINE: 416. 930.7710
EMAIL: cdimaio@180connect.net

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Consolidated Financial Statements

180 Connect Inc.
Consolidated Balance Sheets
(unaudited)

	December 31, 2007			December 31, 2006
				(Restated) (Note 1)
Assets
Current Assets
Cash and cash equivalents	$	366,449		$	2,904,098
Accounts receivable (less allowance for doubtful accounts of $3,750,200 and $2,506,637, respectively)		48,378,339			48,934,952
Inventory		20,180,167			15,816,148
Restricted cash		10,169,108			14,503,000
Prepaid expenses and other assets		9,378,519			7,910,255
TOTAL CURRENT ASSETS		88,472,582			90,068,453
Property, plant and equipment		34,906,750			34,882,890
Goodwill		11,034,723			11,034,723
Customer contracts, net		21,391,257			25,072,756
Other assets		2,478,839			4,384,750
TOTAL ASSETS	$	158,284,151		$	165,443,572
Liabilities and Shareholders’ Equity
Current liabilities
Accounts payable and accrued liabilities	$	79,115,651		$	78,686,245
Current portion of long-term debt		27,769,301			26,502,096
Fair value of derivative financial instruments		122,168			4,065,729
Current portion of capital lease obligations		11,628,142			13,033,104
TOTAL CURRENT LIABILITIES		118,635,262			122,287,174
Income tax liability		191,580			—
Long-term debt		—			12,264,621
Convertible debt		—			6,276,584
Capital lease obligations		17,246,267			15,213,112
TOTAL LIABILITIES		136,073,109			156,041,491
Shareholders’ Equity
Common stock $.0001 par value; authorized 100,000,000, at December 31, 2007 and December 31, 2006 issued and outstanding shares 25,520,152 and 14,685,976, respectively		2,552			1,469
Paid-in capital		130,096,083			91,871,813
Treasury stock, 500,000 shares and zero at December 31, 2007 and December 31, 2006 respectively		(224,019	)		—
Accumulated deficit		(107,898,597	)		(82,956,231	)
Accumulated other comprehensive income		235,023			485,030
TOTAL SHAREHOLDERS’ EQUITY		22,211,042			9,402,081
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	158,284,151		$	165,443,572

Note 1:   The 2006 consolidated balance sheet has been restated to reclassify $20,534,422 of debt previously recorded as long-term to current in accordance with the requirements of Emerging Issues Task Force Issue No. 95-22, “Balance Sheet Classification of Borrowing Outstanding under Revolving Credit Agreements that Include Both a Subjective Acceleration Clause and a Lock-Box Arrangement.” This restatement has no impact on the previously reported consolidated statements of results of operations, shareholders’ equity and cash flows.

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Consolidated Financial Statements

180 Connect Inc.
Consolidated Statements of Operations
(unaudited)

	Year Ended			Year Ended			Year Ended
	December 31, 2007			December 31, 2006			December 31, 2005
Revenue	$	379,767,879		$	331,175,241		$	278,640,517
Expenses
Direct expenses		341,108,774			297,073,863			255,120,324
General and administrative (1)		19,223,846			19,675,497			21,702,824
Foreign exchange loss (gain)		(124,329	)		30,361			(18,692	)
Restructuring costs		275,000			892,688			1,672,485
Depreciation		12,061,858			13,398,987			6,147,874
Amortization of customer contracts		3,681,499			3,712,673			4,093,985
Other (income) expense
Interest and loan fees		16,272,393			10,043,504			3,440,690
Gain on extinguishment of debt		—			(1,233,001	)		—
(Gain) loss on sale of investments and assets		715,151			(726,086	)		(6,897,291	)
Impairment of goodwill and customer contracts		—			—			608,096
(Gain) loss on change in fair value of derivative liabilities		5,020,945			(1,363,936	)		—
Other expense		3,579,459			—			—
Loss from continuing operations before income tax expense (benefit)		(22,046,717	)		(10,329,309	)		(7,229,778	)
Income tax expense (benefit)		856,576			(1,503,271	)		(2,001,727	)
Loss from continuing operations		(22,903,293	)		(8,826,038	)		(5,228,051	)
Loss from discontinued operations, net of income taxes of zero		(2,039,073	)		(5,762,800	)		(3,288,604	)
Net loss for the period	$	(24,942,366	)	$	(14,588,838	)	$	(8,516,655	)
Net loss per share from continuing operations:
Basic	$	(1.20	)	$	(0.60	)	$	(0.36	)
Diluted	$	(1.20	)	$	(0.60	)	$	(0.36	)
Net loss per share:
Basic	$	(1.30	)	$	(1.00	)	$	(0.59	)
Diluted	$	(1.30	)	$	(1.00	)	$	(0.59	)
Weighted average number of shares outstanding – basic		19,155,718			14,641,010			14,368,864
Weighted average number of shares outstanding – diluted		19,155,718			14,641,010			14,368,864

(1) General and administrative includes stock-based compensation of $860,035, $91,214 and $1,387,133 for the years ended December 31, 2007, December 31, 2006, and December 31, 2005, respectively.

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Consolidated Financial Statements

180 Connect Inc.
Consolidated Statements of Shareholders’ Equity
(unaudited)

	Common															Accumulated Other
	Stock															Compre-
	Out-															hensive
	standing			Common						Treasury			Accumulated			Income
	Shares			Stock			Paid in Capital			Stock			Deficit			(loss)			Total
Balances at December 25, 2004		14,296,622		$	1,430		$	86,878,322		$	—		$	(59,452,519	)	$	6,988,770		$	34,416,003
Issuance on exercise of stock options for cash		408,847			41			728,291						—			—			728,332
Share repurchase		(175,320	)		(18	)		(759,810	)		—			(398,219	)		—			(1,158,047	)
Stock-based compensation		—			—			1,387,133			—			—			—			1,387,133
Sale of investment		—			—			—			—			—			(6,503,740	)		(6,503,740	)
Net loss		—			—			—			—			(8,516,655	)		—			(8,516,655	)
Balances at December 31, 2005		14,530,149			1,453			88,233,936			—			(68,367,393	)		485,030			20,353,026
Issuance on exercise of stock options for cash		155,827			16			259,696			—			—			—			259,712
Issuance of warrants on long-term debt		—			—			3,286,967			—			—			—			3,286,967
Stock-based compensation		—			—			91,214			—			—			—			91,214
Net loss		—			—			—			—			(14,588,838	)		—			(14,588,838	)
Balances at December 31, 2006		14,685,976			1,469			91,871,813			—			(82,956,231	)		485,030			9,402,081
Issuance on exercise of stock options for cash		46,467			4			77,507			—			—			—			77,511
Issuance on exercise of warrants for cash		1,200,000			120			17,140			—			—			—			17,260
Issuance on exercise of convertible debt		510,000			51			2,293,179			—			—			—			2,293,230
Net proceeds from reverse merger		9,577,709			958			37,932,207			—			—			—			37,933,165
Issuance costs attributed to reverse merger		—			—			(6,976,440	)		—			—			—			(6,976,440	)
Stock-based compensation		—			—			860,035			—			—			—			860,035
Issuance of warrants on long-term debt		—			—			2,803,296			—			—			—			2,803,296
Issuance of warrants in support of Arrangement		—			—			800,000			—			—			—			800,000
Acquisition of net assets of AVP		—			—			(7,099,514	)		—			—			—			(7,099,514	)
Reclassification of the Public Warrants		—			—			7,516,810			—			—			—			7,516,810
Purchase of 500,000 shares of treasury stock		(500,000	)		(50	)		50			(224,019	)		—			—			(224,019	)
Foreign currency translation adjustment		—			—			—			—			—			(250,007	)		(250,007	)
Net loss		—			—			—			—			(24,942,366	)		—			(24,942,366	)
Balances at December 31, 2007		25,520,152		$	2,552		$	130,096,083		$	(224,019	)	$	(107,898,597	)	$	235,023		$	22,211,042

180 Connect Inc.
Consolidated Statements of Comprehensive Loss
(unaudited)

	Year Ended			Year Ended			Year Ended
	December 31, 2007			December 31, 2006			December 31, 2005
Net loss	$	(24,942,366	)	$	(14,588,838	)	$	(8,516,655	)
Other comprehensive income:
Foreign currency translation		(250,007	)		—			—
Sale of investment		—			—			(6,503,740	)
Comprehensive loss	$	(25,192,373	)	$	(14,588,838	)	$	(15,020,395	)

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Consolidated Financial Statements

180 Connect Inc.
Consolidated Statements of Cash Flows
(unaudited)

	Year Ended			Year Ended			Year Ended
	December 31, 2007			December 31, 2006			December 31, 2005
Cash provided by (used in) the following activities:
Operating
Loss from continuing operations	$	(22,903,293	)	$	(8,826,038	)	$	(5,228,051	)
Add (deduct) items not affecting cash:
Depreciation, amortization and impairment		15,743,357			17,111,660			10,849,955
Non-cash interest expense		8,117,147			3,210,141			459,852
Stock-based compensation		860,035			91,214			1,387,133
Deferred income taxes		—			(1,561,031	)		(1,491,941	)
Settlement of derivative liability		(2,766,573	)		—			—
Gain on extinguishment of debt		—			(1,233,001	)		—
(Gain) loss on change in fair value of derivative liabilities		5,020,945			(1,363,936	)		—
(Gain) loss on sale of investments and assets		715,151			(726,086	)		(6,897,291	)
Other		(177,050	)		(291	)		3,816
Changes in non-cash working capital balances related to operations:
Accounts receivable		556,613			227,513			(6,464,271	)
Inventory		(4,364,019	)		4,486,519			(2,412,713	)
Other current assets		(1,222,516	)		338,030			(688,922	)
Insurance premium deposits		(16,195	)		(6,209,037	)		1,126,896
Other assets		(377,949	)		(37,035	)		(18,928	)
Settlement of class action lawsuit		—			—			(7,973,623	)
Settlement of certain wage practices		—			—			(1,217,639	)
Restricted cash		4,333,892			247,366			(8,696,719	)
Accounts payable and accrued liabilities		(9,660	)		2,375,179			14,320,065
Operating cash flows from discontinued operations		(1,966,397	)		(1,842,778	)		(2,597,616	)
Total cash provided by (used in) operating activities		1,543,488			6,288,389			(15,539,997	)
Investing
Purchase of property, plant and equipment		(3,373,257	)		(2,742,727	)		(5,656,286	)
Net proceeds from disposition of investments		—			1,327,693			10,968,388
Proceeds from sale of property, plant and equipment		—			—			665,000
Short-term investments		—			—			16,178,848
Business acquisition		—			—			(429,603	)
Total cash used in investing activities		(3,373,257	)		(1,415,034	)		21,726,347
Financing
Repayment of capital lease obligations		(12,105,040	)		(15,010,698	)		(4,960,341	)
Repayment of debt		(12,333,337	)		(7,350,000	)		(6,908,003	)
Proceeds from share issuance		94,771			259,712			723,608
Net proceeds from reverse merger		37,933,165			—			—
Issuance costs on reverse merger		(6,976,440	)		—			—
Redemption of convertible debt		(10,393,577	)		—			—
Increase (decrease) in borrowings under the Revolver credit facility		(101,160	)		(377,494	)		—
Issuance costs on long-term debt		—			(3,546,150	)		—
Net proceeds from refinancing of vehicles		3,470,714			2,127,542			—
Proceeds from issuance of convertible debt		—			10,686,101			—
Proceeds from refinancing of long-term debt		—			42,140,497			—
Extinguishment of long-term debt		—			(32,863,525	)		—
Repurchase of common stock		(224,019	)		—			—
Repurchase of shares through normal course issuer bid		—			—			(1,158,047	)
Settlement with selling shareholders of Mountain Center Inc.		—			—			(2,950,000	)
Issuance costs paid on convertible debt		—			(1,388,985	)		—
Total cash provided by (used in) financing activities		(634,923	)		(5,323,000	)		(15,252,783	)
Effect of exchange rates on cash and cash equivalents		(72,957	)		291			39,753
Net increase (decrease) in cash and cash equivalents during the period		(2,537,649	)		(449,354	)		(9,026,680	)
Cash and cash equivalents, beginning of period		2,904,098			3,353,452			12,380,132
Cash and cash equivalents, end of period	$	366,449		$	2,904,098		$	3,353,452
Supplemental cash flow information:
Interest paid	$	8,779,371		$	6,091,487		$	2,485,035
Income taxes paid	$	257,120		$	429,279		$	1,265,756

Supplemental disclosure of non-cash investing and financing transactions:

For the years ended December 31, 2007, December 31, 2006 and December 31, 2005, the Company had additional capital lease obligations for vehicles of $9,080,617, $6,401,900 and $39,403,406 respectively.

11