S-1/A

QuickLinks -- Click here to rapidly navigate through this document

As filed with the Securities and Exchange Commission on March     , 2006

Registration No. 333-126300

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Amendment No. 6 to
FORM S-1
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

HARBOR ACQUISITION CORPORATION
(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)	56-2518836 (I.R.S. Employer Identification No.)
One Boston Place Suite 3630 Boston, MA 02108 (617) 624-8409 (Address, including zip code, telephone number, including area code, of registrant's principal executive offices)
Robert J. Hanks Chief Executive Officer Harbor Acquisition Corporation One Boston Place Suite 3630 Boston, MA 02108 (617) 624-8409 (617) 624-8416–Facsimile (Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:
William F. Griffin, Jr., Esq. Andrew D. Myers, Esq. Davis, Malm & D'Agostine, P.C. One Boston Place 37th Floor Boston, MA 02108 (617) 367-2500 (617) 523-6215–Facsimile	Elizabeth Hughes, Esq. Venable LLP 8010 Towers Crescent Drive Suite 300 Vienna, Virginia 22182 (703) 760-1600 (703) 821-8949–Facsimile

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.    ý

        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.    o

        The registrant paid the registration fee for the securities registered hereby on June 30, 2005.

CALCULATION OF REGISTRATION FEE

Title of Each Class of Security to be Registered	Amount to be Registered	Proposed Maximum Offering Price Per Security(1)	Proposed Maximum Aggregate Offering Price(1)	Amount of Registration Fee
Units, each consisting of one share of Common Stock, $.0001 par value, and two Warrants(2):	11,500,000 Units	$6.00	$69,000,000	$8,121
Shares of Common Stock included as part of the Units(2):	11,500,000 Shares	—	—	—(3)
Warrants included as part of the Units(2):	23,000,000 Warrants	—	—	—(3)
Warrants included in the Warrant Placement	2,000,000 Warrants	$0.65	$1,300,000	$139
Shares of Common Stock underlying the Warrants included in the Warrant Placement	2,000,000 Shares	$5.00	$10,000,000	$1,070
Shares of Common Stock underlying the Warrants included in the Units(4):	23,000,000 Shares	$5.00	$115,000,000	$13,536
Underwriters' Purchase Option ("Option")	1 Option	$100.00	$100	—(3)
Units underlying Option ("Underwriter's Units")(4):	500,000 Units	$7.50	$3,750,000	$441
Shares of Common Stock included as part of the Underwriters' Units(4):	500,000 Shares	—	—	—(3)
Warrants included as part of the Underwriters' Units(4):	1,000,000 Warrants	—	—	—(3)
Shares of Common Stock underlying the Warrants included in the Underwriters' Units(4):	1,000,000 Shares	$6.25	$6,250,000	$736
Total(5):			$194,000,100	$24,043

(1)

Estimated solely for the purpose of calculating the registration fee.

(2)

Includes 1,500,000 Units consisting of 1,500,000 shares of Common Stock and 3,000,000 Warrants underlying such Units which may be issued on exercise of a 45-day option granted to the lead underwriter to cover over-allotments, if any.

(3)

No fee required 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 or the Option.

(5)

The Registrant paid $22,834 on June 30, 2005.

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 contained in this preliminary 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.

Subject to Completion, dated March     , 2006

PROSPECTUS

$60,000,000
HARBOR ACQUISITION CORPORATION
10,000,000 Units

        Harbor Acquisition Corporation is a blank check company recently formed for the purpose of acquiring, through a merger, capital stock exchange, asset acquisition or other similar business combination, an operating business. We do not have any specific business combination under consideration, and we have not had any preliminary contacts or discussions with any target business regarding a business combination. Our efforts in identifying a prospective target business will not be limited to a particular industry, although we intend to focus our efforts exclusively on acquiring an operating business in the industrial or consumer products sectors.

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

•

one share of our common stock; and



•

two warrants.

        Each warrant entitles the holder to purchase one share of our common stock at a price of $5.00. Each warrant will become exercisable on the later of our completion of a business combination and                        , 2007 and will expire on                        , 2011 or earlier upon redemption.

        We have granted the underwriters a 45-day option to purchase up to 1,500,000 additional units solely to cover over-allotments, if any (over and above the 10,000,000 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 Ferris, Baker Watts, Incorporated, the representative of the underwriters, for $100, an option to purchase up to a total of 500,000 units at $7.50 per unit (125% of the price of the units sold in the offering). The units issuable upon exercise of this option are identical to those offered by this prospectus, except that each of the warrants underlying such units entitles the holder to purchase one share of our common stock at a price of $6.25 (125% of the exercise price of the warrants included in the units sold in the offering) and will have a cashless exercise provision. The purchase option and its underlying securities have been registered under the registration statement of which this prospectus forms a part.

        Certain of our initial stockholders have agreed to purchase an aggregate of 2,000,000 warrants at a price of $0.65 per warrant ($1,300,000 in the aggregate) in a warrant placement that will occur on the date of this prospectus. Such warrants will be identical to the warrants included in the units sold in this offering. The proceeds from the sale of the warrants in the warrant placement will be deposited into a trust account, described below, and will be distributed to our public stockholders in the event we are unable to complete a business combination. The warrants and the shares of common stock underlying the warrants have been registered under the registration statement of which this prospectus forms a part. Neither the warrants nor the shares underlying the warrants may be sold, assigned or transferred until we consummate a business combination.

        There is presently no public market for our units, common stock or warrants. We have applied to have our units listed on the American Stock Exchange under the symbol "HAC.U", subject to official notice of listing. Each of the common stock and warrants may trade separately beginning on the 90th day after the date of this prospectus unless Ferris, Baker Watts, Incorporated determines that an earlier date is acceptable. Once the securities comprising the units begin separate trading, the common stock and the warrants will be quoted on the American Stock Exchange under the symbols "HAC" and "HAC.WS," respectively. We cannot assure you, however, that any of such securities will be listed or, if listed, will continue to be listed on the American Stock Exchange. In the event that the securities are not listed on the American Stock Exchange, we anticipate that the units will be quoted on the OTC Bulletin Board, but we cannot assure you that our securities will be so quoted or, if quoted, will continue to be quoted.

Investing in our securities involves a high degree of risk. See "Risk Factors" beginning on page 9 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
Per Unit	$6.00	$0.435	$5.565
Total	$60,000,000	$4,350,000	$55,650,000

(1)

Includes a non-accountable expense allowance in the amount of 2.25% of the gross proceeds, or $0.135 per unit ($1,350,000 in total), excluding proceeds from the exercise of the over-allotment option, payable to Ferris, Baker Watts, Incorporated, the lead underwriter. The lead underwriter has agreed to deposit 2.25% of the gross proceeds attributable to the non-accountable expense allowance ($0.135 per unit) into a trust account until the earlier of the completion of a business combination or the liquidation of the trust account. They have further agreed to forfeit any rights to or claims against such proceeds if we do not complete a business combination and the trust account is liquidated.

        Of the proceeds of this offering, $57,800,000 ($5.78 per unit) will be deposited into a trust account at JPMorgan Chase Bank, N.A. maintained by Continental Stock Transfer & Trust Company acting as trustee. This amount includes up to $1,350,000 ($0.135 per unit) which will be paid to the underwriters if a business combination is consummated, but which will be forfeited by the underwriters if a business combination is not consummated. This amount also includes the net proceeds from the 2,000,000 warrants being purchased in a warrant placement in conjunction with this offering by certain of our initial stockholders, which they have agreed to forfeit if a business combination is not consummated. This amount also includes a loan from an affiliate of two of our initial stockholders in the aggregate amount of $150,000 which will be repaid from the interest accrued on the amount in escrow, but will not be repaid from the principal in escrow. As a result, our public stockholders will receive approximately $5.78 per unit (approximately 96.3% of the initial purchase price of the units) (plus interest earned but net of $1,650,000 in working capital ($1,850,000 if the over-allotment option is exercised in full) and taxes) in the event of a liquidation of our company prior to consummation of a business combination.

        We are offering the units for sale on a firm-commitment basis. Ferris, Baker Watts, Incorporated, acting as the lead underwriter, expects to deliver our securities to investors in the offering on or about            , 2006.

Ferris, Baker Watts Incorporated
	Ladenburg, Thalmann & Co. Inc.
		Brean Murray, Carret & Co.

The date of this prospectus is                        , 2006

PROSPECTUS SUMMARY

This summary highlights material 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 Harbor Acquisition Corporation. Unless we tell you otherwise, the information in this prospectus assumes that the underwriters have not exercised their over-allotment option.

        We are a blank check company organized under the laws of the State of Delaware on June 20, 2005. We were formed for the purpose of acquiring, through a merger, capital stock exchange, asset acquisition or other similar business combination, an operating business. No person or entity representing us or affiliated with us has taken any indirect or direct measure to search for or locate a target business. Our efforts in identifying a prospective target business will be limited to acquiring a middle market business operating in the consumer or industrial products sectors. For these purposes, we define the middle market as companies having an enterprise value of between $40 million and $300 million. To date, our efforts have been limited to organizational activities and activities related to this offering.

        Our management team, including our officers, directors and special advisors, is experienced in business operations as well as in sourcing, structuring, financing and consummating business combinations within the consumer and industrial products sectors. Through our management team and directors, we believe that we have extensive contacts and sources, including private equity funds, public and private companies, investment bankers, attorneys and accountants, from which to generate acquisition opportunities. Our management team intends to maintain and build on the relationships that they have developed through their years of experience with publicly traded companies and in private equity to find and evaluate potential target companies.

        We believe that our company will succeed in consummating a business combination with a target business or businesses as a result of the following:

•

the experience of our management team in sourcing, negotiating and consummating acquisitions within the consumer and industrial products sectors;



•

our contacts within the investment banking and business community we believe will provide us with access to acquisition opportunities;



•

our officers, directors and special advisors have acquisition and operating experience in the consumer and industrial product sectors, which will assist us in evaluating companies within these sectors.

        While we may seek to effect business combinations with more than one target business, our initial business combination must be with a target business whose fair market value as determined in the reasonable determination of the board of directors is at least equal to 80% of our net assets at the time of such acquisition (not including the deferred portion of the underwriters' non-accountable expense allowance). Consequently, it is likely that we will have the ability to effect only a single business combination.

        Our executive offices are located at One Boston Place, Suite 3630, Boston, Massachusetts 02108 and our telephone number is (617) 624-8409.

You should rely only on the information contained in this prospectus. We 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.

Unless we tell you otherwise, the term "business combination" as used in this prospectus means an acquisition of an operating business through a merger, capital stock exchange, asset acquisition or other

1

similar business combination. As used in this prospectus, the term "consumer and industrial products sectors" includes companies engaged in the manufacture, distribution or sale of products or the provision of services for personal, family, household or business use. In addition, unless we tell you otherwise, the term "initial stockholder" as used in this prospectus refers to those persons who held shares of our common stock prior to the date of this prospectus. Furthermore, unless we tell you otherwise, the term "public stockholder" as used in this prospectus refers to those persons who purchase the securities offered by this prospectus and any of our initial stockholders who purchase these securities either in this offering or afterwards provided that our initial stockholders' status as "public stockholders" shall only exist with respect to those securities so purchased. Unless the context indicates otherwise, certain numbers in this prospectus have been rounded and, therefore, are approximate.

Warrant Placement

        Certain of our initial stockholders have agreed to purchase from us an aggregate of 2,000,000 warrants at $0.65 per warrant in a warrant placement that will occur on the date of this prospectus. The warrants and the shares of common stock issuable upon exercise of the warrants have been registered under the registration statement of which this prospectus forms a part. The purchasers have agreed not to transfer the warrants until we consummate a business combination.

2

THE OFFERING

Securities offered		10,000,000 units, at $6.00 per unit, each unit consisting of:
		•	one share of common stock; and
		•	two warrants
		The units will begin trading on or promptly after the date of this prospectus. Each of the common stock and warrants may trade separately on the 90th day after the date of this prospectus unless Ferris, Baker Watts, Incorporated determines that an earlier date is acceptable based upon its assessment of the relative strengths of the securities market and small capitalization companies in general, and the trading pattern of, and demand for our securities in particular. In no event will Ferris, Baker Watts, Incorporated allow separate trading of the common stock and warrants until we file an audited balance sheet reflecting our receipt of the gross proceeds of this offering. We will file a Current Report on Form 8-K, including an audited balance sheet, upon the consummation of this offering. 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 Current Report on Form 8-K. If the over-allotment option is exercised after our initial filing of a Form 8-K, we will file an amendment to the Form 8-K to provide updated financial information to reflect the exercise of the over-allotment option. We will also include in this Form 8-K, or amendment thereto, or in a subsequent Form 8-K, information indicating whether Ferris, Baker Watts, Incorporated has allowed separate trading of the common stock and warrants prior to the 90th day after the date of this prospectus.
Common Stock:
	Number outstanding before this offering	2,500,000
	Number to be outstanding after this offering	12,500,000
Warrants:
	Number outstanding before this offering and the warrant placement	None
	Number to be outstanding after this offering and the warrant placement	22,000,000 warrants
	Exercisability	Each warrant is exercisable for one share of common stock.
	Exercise price	$5.00
	Exercise period	The warrants will become exercisable on the later of:
		•	the completion of a business combination with a target business; or
		•	, 2007

3

		The warrants will expire at 5:00 p.m., New York City time, on                    , 2011 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 last sales price of our common stock equals or exceeds $8.50 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 our redemption criteria to provide warrant holders with a premium to the initial warrant exercise price as well as a reasonable cushion against a negative market reaction, if any, to our redemption call. If the foregoing conditions are satisfied, we may call the warrants and each warrant holder will be entitled to exercise his or her warrants prior to the date scheduled for redemption. There can be no assurance, however, that the price of the common stock will exceed $8.50 or the warrant exercise price after the redemption call is made.
Proposed American Stock Exchange symbols for our:		Units: "HAC.U"
		Common Stock: "HAC"
		Warrants: "HAC.WS"

4

Offering proceeds to be held in trust	$57,800,000 of the proceeds of this offering and the warrant placement (approximately $5.78 per unit) will be placed in a trust account at JP Morgan Chase Bank, N.A. maintained by Continental Stock Transfer & Trust Company, as trustee, pursuant to an agreement to be signed on the date of this prospectus. These proceeds consist of $56,300,000 from the net proceeds payable to us (including proceeds from the warrant placement and $1,350,000 of the proceeds attributable to the underwriters' non-accountable expense allowance) plus a $150,000 loan from an affiliate of two of our initial stockholders that will be repaid solely from interest earned on the proceeds held in trust. These proceeds will not be released until the earlier of (i) the completion of a business combination on the terms described in this prospectus or (ii) our liquidation. Therefore, unless and until a business combination is consummated, the proceeds held in the trust account 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 will be paid prior to a business combination only from the interest earned on the principal in the trust account up to $1,650,000 (or $1,850,000 if the underwriters exercise their over-allotment option in full). The $1,350,000 of the proceeds held in trust and attributable to the underwriters' non-accountable expense allowance will be paid to the underwriters upon completion of a business combination on the terms described in this prospectus or to our public stockholders upon our liquidation and will in no event be available for use by us.
	None of the warrants may be exercised until after the consummation of a business combination and, thus, after the proceeds of the trust account have been disbursed. Accordingly, the warrant exercise price will be paid directly to us and not placed in the trust account.
Public 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 initial stockholders, including all of our officers and directors, have agreed to vote the shares of common stock owned by them immediately before this offering, as well as any shares of common stock acquired in connection with or following this offering, in accordance with the majority of the shares of common stock voted by the public stockholders. We will proceed with a business combination only if: (i) a majority of the shares of common stock voted by the public stockholders are voted in favor of the business combination and (ii) public stockholders owning less than 20% of the shares sold in this offering both vote against the business combination and exercise their conversion rights described below.

5

Conversion rights for public stockholders	Public stockholders voting against a business combination will be entitled to convert their stock into a pro rata share of the trust account (approximately $5.78 per share), including any interest earned on their portion of the trust account net of working capital (up to a maximum of $1,650,000 (or $1,850,000 if the underwriters exercise their over-allotment option in full)) and taxes, if the business combination is approved and consummated. Voting against a business combination does not automatically trigger the conversion right. In addition, public stockholders who convert their shares of stock into their share of the trust account will continue to have the right to exercise any warrants they may hold.
Liquidation if no business combination	We will dissolve and promptly distribute only to our public stockholders the amount in our trust account plus any remaining net assets if we do not effect a business combination within 18 months after consummation of this offering (or within 24 months from the consummation of this offering if a letter of intent, agreement in principle or definitive agreement has been executed within 18 months after consummation of this offering and the business combination has not yet been consummated within such 18 month period). Our initial stockholders have agreed to waive any right to participate in any liquidation distribution occurring upon our failure to consummate a business combination with respect to those shares of common stock acquired by them prior to this offering, including the shares underlying the warrants purchased in the warrant placement; however, they may participate in any liquidation distribution with respect to any shares of common stock issued in this offering, which they acquire in connection with or following this offering. There will be no distribution from our trust account with respect to our warrants, and all rights with respect to our warrants will effectively cease upon our liquidation.
Escrow of initial stockholder shares	On the date of this prospectus, all of our initial stockholders, including all of our officers and directors, will place the shares they owned before this offering into an escrow account maintained by Continental Stock Transfer & Trust Company, acting as escrow agent. Subject to certain limited exceptions, these shares will not be transferable during the escrow period and will not be released from escrow until six months after the consummation of a business combination. The shares will only be released prior to that date if we are forced to liquidate, in which case the shares would be cancelled and the certificates therefor destroyed, or if we were to consummate a transaction after the consummation of a 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.

6

Risks

        In making your decision on whether to invest in our securities, you should take into account not only (1) the backgrounds of our management team in private equity and mergers and acquisitions, which are described in the section entitled "Management" appearing elsewhere in this prospectus and (2) the nature of our proposed business, which is described in the section entitled "Proposed Business" appearing elsewhere in this prospectus, 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 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. You should carefully consider these and the other risks set forth in the section entitled "Risk Factors" beginning on page 9 of this prospectus.

Except as otherwise indicated, all information in this prospectus assumes:

•

an initial public offering price of $6.00 per Unit;

•

that the total public offering price of the Units set forth on the cover of this prospectus does not exceed $60,000,000; and

•

no exercise of the underwriters' over-allotment option.

7

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.

	December 31, 2005
	Actual			As Adjusted(1)
Balance Sheet Data:
Working capital (deficiency)	$	(283,346	)	$	56,320,163
Total assets		310,163			56,470,163
Total liabilities		290,000			150,000
Value of common stock which may be converted to cash(2)		—			11,284,355
Stockholders' equity		20,163			45,035,808

(1)

Excludes the $100 purchase price of the unit purchase option payable by Ferris, Baker Watts, Inc.

(2)

If the business combination is approved and completed, public stockholders who voted against the combination and have exercised their conversion rights will be entitled to redeem their stock for approximately $5.78 per share, which amount represents approximately $5.645 per share representing the net proceeds of the offering, proceeds from the warrant placement and a loan of $150,000 from Grand Cru Management, LLC deposited in the trust account, and $0.135 per share, representing the underwriters' non-accountable expense allowance that the underwriters have agreed to deposit into the trust account and forfeit on a pro rata basis to pay redeeming stockholders.

        Working capital (deficiency) excludes $303,509 of costs related to this offering that were paid or accrued prior to December 31, 2005. These deferred offering costs have been recorded as a long-term asset and are reclassified against stockholders' equity in the "As Adjusted" column.

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

        The working capital (as adjusted) and total assets (as adjusted) amounts include the $56,450,000 being held in the trust account, which amount will be available to us only in connection with the consummation of a business combination within the time period described in this prospectus, but do not include the $1,350,000 being held in trust that represents the underwriters' deferred non-accountable expense allowance. If a business combination is not so consummated, we will be dissolved and all the proceeds held in the trust account will be distributed solely to our public stockholders.

        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, if public stockholders owning a majority of the shares sold in this offering approve a business combination, we may effect a business combination even if public stockholders owning 19.99% of the shares sold in this offering exercise their conversion rights. If this occurs, we would be required to convert to cash 19.99% of the 10,000,000 shares of common stock sold in this offering, or 1,999,000 shares of common stock, at an initial per share conversion price of approximately $5.78, without taking into account interest earned on the trust account, if we choose to pursue the business combination and such business combination is completed. The actual per share conversion price will be equal to:

•

the amount in the trust account, including accrued interest not applied toward working capital or taxes, as described in this prospectus, 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 this offering.

8

RISK FACTORS

An investment in our securities involves a high degree of risk. You should consider carefully all of the risks described below, together with the other information contained in this prospectus before making a decision to invest in our securities. If any of the following risks occur, our business, financial condition and results of operations may be materially adversely affected. In that event, the trading price of our securities could decline, and you could lose all or part of your investment.

Risks Related to Our Business

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

        We are a recently incorporated development stage 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 operating history, you will have no basis upon which to evaluate our ability to achieve our business objective, which is to acquire an operating business as described in this prospectus. We have not conducted any discussions and we have no plans, arrangements or understandings with any prospective acquisition candidates. We will not generate any revenues 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 unable to complete a business combination and are forced to liquidate and distribute the trust account, our public stockholders may receive less than $6.00 per share upon distribution of the trust account 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 distribution may be less than $6.00 because of the expenses of this offering, our general and administrative expenses and the anticipated costs of seeking a business combination. Furthermore, there will be no distribution with respect to our outstanding warrants, which 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 appearing elsewhere in this prospectus entitled "Proposed Business—Effecting a business combination—Liquidation if no business combination."

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

        Although we intend to focus exclusively on acquiring an operating business in the consumer or industrial products sectors, we may acquire a company operating in any industry within those sectors. In addition, we have not yet selected or approached any prospective target business. Accordingly, there is no reliable basis for you to currently evaluate the possible merits or risks of the particular industry in which we may ultimately operate or the target business which we may ultimately acquire. To the extent we complete a business combination with an entity in its development stage, we may be affected by numerous risks inherent in the business operations of those entities. If we complete a business combination with an entity in an industry characterized by a high level of risk, we may be affected by the currently unascertainable risks of that industry. Although our management will endeavor to evaluate the risks inherent in a particular industry or target business, we cannot assure you that we will properly ascertain or assess all of the significant risk factors. 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 target businesses, see the section appearing elsewhere in this prospectus entitled "Proposed Business—Effecting a business combination—We have not selected or approached any target business."

9

Under Delaware law, the requirements and restrictions relating to this offering contained in our certificate of incorporation may be amended, which could reduce or eliminate the protection afforded to our stockholders by such requirements and restrictions.

        Our certificate of incorporation sets forth certain requirements and restrictions relating to this offering that shall apply to us until the consummation of a business combination. Specifically, our amended and restated articles of incorporation provides, among other things, that:

•

prior to the consummation of our initial business combination, we shall submit such business combination to our stockholders for approval;



•

we may consummate our initial business combination if: (i) approved by a majority of the shares of common stock voted by the public stockholders, and (ii) public stockholders owning less than 20% of the shares purchased by the public stockholders in this offering exercise their conversion rights;



•

if our initial business combination is approved and consummated, public stockholders who voted against the business combination and exercised their conversion rights will receive their pro rata share of the trust account;



•

if a business combination is not consummated or a letter of intent, an agreement in principle or a definitive agreement is not signed within the time periods specified in this prospectus, then we will be dissolved and distribute to all of our public stockholders their pro rata share of the trust account; and



•

we may not consummate any other merger, capital stock exchange, stock purchase, asset acquisition or similar transaction other than a business combination that meets the conditions specified in this prospectus, including the requirement that our initial business combination be with one or more operating businesses whose fair market value, either individually or collectively, is equal to at least 80% of our net assets at the time of such business combination.

        Our certificate of incorporation prohibits the amendment of the above-described provisions. However, the validity of provisions prohibiting amendment of the certificate of incorporation under Delaware law has not been settled. A court could conclude that the prohibition on amendment violates the stockholders' implicit rights to amend the corporate charter. In that case, the above-described provisions would be amendable and any such amendment could reduce or eliminate the protection afforded to our stockholders. However, we view the foregoing provisions as obligations to our stockholders, and we will not take any actions to waive or amend any of these provisions.

Our officers and directors will allocate their time to other businesses thereby causing conflicts of interest in their determination as to how much time to devote to our affairs, which 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. This could have a negative effect on our ability to consummate a business combination. We do not intend to have any full time employees prior to the consummation of a business combination. Although our executive officers expect to devote substantial time to our business, they are engaged in other business endeavors and are not obligated to contribute any specific number of hours to our affairs. If our executive officers' or directors' other business affairs require them to devote more substantial amounts of time to such affairs, it could limit their ability to devote time to our affairs and could have a negative impact on our ability to consummate a business combination. For a complete discussion of the potential conflicts of interest that you should be aware of, see the section appearing elsewhere in this prospectus entitled "Management—Conflicts of Interest." We cannot assure you that these conflicts will be resolved in our favor.

10

We may not be able to consummate a business combination within the required time frame, in which case we would be forced to liquidate.

        We must complete a business combination with a fair market value as determined in the reasonable discretion of our board of directors of at least 80% of our net assets, not including the underwriters' deferred non-accountable expense allowance, at the time of acquisition within 18 months after the consummation of this offering (or within 24 months after the consummation of this offering if a letter of intent, agreement in principle or a definitive agreement has been executed within 18 months after the consummation of this offering and the business combination relating thereto has not yet been consummated within such 18-month period). If we fail to consummate a business combination within the required time frame, we will be forced to liquidate our assets. We may not be able to find a suitable target business within the required time frame. In addition, our negotiating position and our ability to conduct adequate due diligence on any potential target may be reduced as we approach the deadline for the consummation of a business combination. We do not have any specific business combination under consideration, and we have not had any preliminary contacts or discussions with any target business regarding a 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 we have not yet 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 successful consummation of this offering and will file a Current Report on Form 8-K with the Securities and Exchange Commission, or SEC, upon consummation of this offering including an audited balance sheet demonstrating this fact, we believe that we are exempt from rules promulgated by the SEC to protect investors of blank check companies, such as Rule 419 under the Securities Act of 1933, as amended. Accordingly, investors will not be afforded the benefits or protections of those rules. Because we do not believe we are subject to Rule 419, our units will be immediately tradable and we have a longer period of time to complete a business combination in certain circumstances. For a more detailed comparison of our offering to offerings under Rule 419, see the section appearing elsewhere in this prospectus entitled "Proposed Business—Comparison to offerings of blank check companies."

Our board of directors may not accurately determine the fair market value of a targeted acquisition.

        Fair market value of the target company will be determined in the reasonable discretion of our board of directors. Our board of directors may, but will not be required to, obtain an opinion from an investment banking firm or other valuation expert to confirm its determination of fair market value. If our board of directors, or any investment banking firm or other expert upon whose opinion our board may rely, overestimates the fair market value of a company that we acquire, then the value of our securities could be adversely affected.

If third parties bring claims against us, the proceeds held in trust could be reduced and the per share liquidation price received by stockholders would be less than $5.78 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 even if such third parties execute such agreements that they would be prevented from bringing claims against the trust fund. If any third party refused to execute an agreement waiving such claims to the monies held in the trust account, we would perform an analysis of the alternatives available to us if we chose not to engage such third party and evaluate if such engagement would be in the best interest of our stockholders if such third party

11

refused to waive such claims. Examples of possible instances where we may engage a third party that refused to execute a waiver include the engagement of a third party consultant whose particular expertise or skills are believed by management to be significantly superior to those of other consultants that would agree to execute a waiver or in cases where management is unable to find a provider of required services willing to provide the waiver. In any event, our management would perform an analysis of the alternatives available to it and would only enter into an agreement with a third party that did not execute a waiver if management believed that such third party's engagement would be significantly more beneficial to us than any alternative. If we engage any vendor that refuses to execute such a waiver, or if a claim were nonetheless initiated by a party that executed a waiver, 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 $5.78, plus interest, due to claims of such creditors. If we liquidate before the completion of a business combination and distribute the proceeds held in trust to our public stockholders, John Carson, our Chairman of the Board, Robert J. Hanks, our Chief Executive Officer, and David A.R. Dullum, our President, have agreed to indemnify us against any claims by any vendor, prospective target business or other entities that are owed money from us for services rendered or products sold to us that would reduce the amount of the funds in the trust. However, we cannot assure you that Messrs. Hanks and Dullum will be able to satisfy those obligations in all instances.

We may issue shares of our capital stock to complete a business combination which would reduce the equity interest of our stockholders and could 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 14,000,000 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, a combination of common and preferred stock, or debt securities, 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;



•

may subordinate the rights of holders of common stock if the preferred stock is issued with rights senior to those afforded to our common stock;



•

could 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 carryforwards, 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.

We may issue debt securities to effect a business combination, which could subject us to risks associated with debtors.

        We may issue indebtedness in connection with a business combination. If we issue debt securities, it could result in:

•

default and foreclosure on our assets if our operating revenues after a business combination were insufficient to service 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 contains covenants that require the maintenance

12

of certain financial ratios or reserves and any such covenant is breached without a waiver or renegotiation of that covenant;

•

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



•

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

        For a more complete discussion of the possible structure of a business combination, see the section appearing elsewhere in this prospectus entitled "Proposed Business—Effecting a business combination—Selection of a target business and structuring of a business combination."

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

        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. Accordingly, if a business combination requires us to use substantially all of our cash to pay the purchase price, because we will not know how many stockholders may exercise such conversion rights, we may either need to reserve part of the trust fund for possible payment upon such conversion, or we may need to arrange third party financing to help fund the business combination in case a larger percentage of stockholders exercise their conversion rights than we expected. Therefore, we may not be able to consummate a business combination that requires us to use all of the funds held in the trust account as part of the purchase price, or the business combination may be more highly leveraged than desirable. As a result, we may not be able to effectuate the most attractive business combination available to us.

Our current officers and directors may resign upon consummation of a business combination and we will have only limited ability to evaluate the management of any target business.

        Our ability to successfully effect a business combination will be totally dependent upon the efforts of our key personnel. Upon consummation of a business combination, the role of our key personnel in the target business cannot presently be ascertained. Although it is possible that some of our key personnel will remain associated in various capacities with the target business following a business combination, they are not currently obligated to do so. We anticipate that members of our current management will not serve as executive officers following a business combination but may continue to serve as directors or consultants, which may result in a conflict of interest. For a complete discussion of our management's business affiliations and the potential conflicts of interest that you should be aware of, see sections appearing elsewhere in this prospectus entitled "Management—Directors and Officers," "Management—Executive Compensation" and "Management—Conflicts of Interest."

        We will attempt to retain the management of the target business or we will recruit new management team members to join the target business. Although we intend to closely scrutinize the management of a prospective target business in connection with evaluating the desirability of effecting a business combination, we cannot assure you that our assessment of management will prove to be correct.

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

        Some of our officers and directors are currently affiliated with private equity firms that seek to invest in or acquire middle market companies. In addition, although none of our officers or directors are currently affiliated with other publicly traded blank check companies, they may in the future

13

become so affiliated. Furthermore, our officers and directors may become aware of business opportunities which may be appropriate for presentation to us as well as the other entities to which they have fiduciary obligations. Accordingly, they may 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 appearing elsewhere in this prospectus entitled "Management—Directors and Officers" and "Management—Conflicts of Interest." We cannot assure you that these conflicts will be resolved in our favor.

All of our officers and directors directly or indirectly own shares of our common stock that 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 officers and directors directly or indirectly own stock in our company, but do not have a right with respect to those shares of common stock acquired by them prior to this offering to receive distributions upon our liquidation. In addition, certain of our initial stockholders will purchase 2,000,000 warrants in the warrant placement for an aggregate purchase price of $1,300,000. The shares of common stock acquired by our officers and directors prior to this offering, as well as any warrants owned by our officers and directors will be worthless if we do not consummate a business combination. The personal and financial interests of our officers and directors may influence their motivation in identifying and selecting a target business and completing a business combination within the required time frame. Consequently, our officers' and 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. See "Management—Conflicts of Interest" and "Certain Transactions" herein.

It is probable that we will 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, the warrant placement and a $150,000 loan from Grand Cru Management, LLC that will be repaid from interest earned in the trust account will provide us with approximately $56,450,000 in cash, after payment of underwriting fees and commissions, which we may use to complete a business combination (subject to possible reduction resulting from stockholders electing to convert their shares to cash). Our initial business combination must be with a business with a fair market value (as determined in the reasonable discretion of our board of directors) of at least 80% of our net assets at the time of such acquisition (not including the underwriters' deferred non-accountable expense allowance). Consequently, it is probable that we will have the ability to complete only a single business combination. Accordingly, the prospects for our success 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, processes 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.

None of our officers or directors have ever been a principal of, or have ever been affiliated with, a publicly traded company formed with a business purpose similar to ours.

        Our officers and directors have never served as officers or directors of a development stage public company with the business purpose of raising funds to acquire an operating business. Accordingly, you may not be able to adequately evaluate their ability to successfully consummate a business combination for a publicly traded company organized for such a purpose.

14

Because of our limited resources and the significant competition for business combination opportunities, we may not be able to consummate an attractive business combination.

        We expect to encounter intense competition from other entities having a business objective similar to ours, including venture capital funds, leveraged buyout funds, operating businesses and financial buyers competing for acquisitions. Many of these entities are well established and have extensive experience in identifying and effecting business combinations directly or through affiliates. Many of these competitors possess greater technical, human and other resources than we do and our financial resources will be relatively limited when contrasted with those of many of these competitors. While we believe that there are numerous potential target businesses that we could acquire with the net proceeds of 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 certain target businesses. Further, the obligation that we have to seek stockholder approval of a business combination may delay the consummation of a transaction, and our obligation to convert into cash the shares of common stock held by public stockholders in certain instances may reduce the resources available for a business combination. Furthermore, our outstanding warrants, and the future dilution they potentially represent, may not be viewed favorably by certain target businesses. Any of these obligations may place us at a competitive disadvantage in successfully negotiating a business combination.

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

        Since August 2003, based upon publicly available information, approximately 48 similarly structured blank check companies have completed initial public offerings. Of these companies, only five companies have consummated a business combination, while eleven 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 32 blank check companies with approximately $2.2 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 or geographies 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. Furthermore, the fact that only five of such companies has completed a business combination and eleven 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 traded blank check companies like us. We cannot assure you that we will be able to successfully compete for an attractive business combination. In addition, 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.

We may have to use a portion of the funds not held in trust to pay a "no-shop" fee to an acquisition target.

        We may use a portion of the funds not held in the trust account to make a deposit or pay a "no-shop" fee provision with respect to a prospective business combination. Depending on the size of such payment and the amount of funds already expended for due diligence and related expenses, our forfeiture of such payments, whether as a result of our breach or otherwise, may result in our not having sufficient funds to continue searching for or conducting due diligence with respect to another target business or complete a business combination. If we expend the proceeds not held in trust from this offering, management is not obligated to advance us any additional funds. Without additional financing after such an event, we may be unable to complete a business combination. Furthermore, the

15

limited amount of funds raised in this offering and not held in trust may limit our ability to fund a deposit or no-shop fee, which could make us less competitive in attracting an acquisition target.

If additional financing is required, we may be unable 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, inasmuch 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 favorable 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 are required to provide any financing to us in connection with or after a business combination.

The American Stock Exchange may decline to list or may in the future delist our securities from quotation on its exchange which could limit investors' ability to make transactions in our securities and subject us to additional trading restrictions.

        We have applied to list our securities on the American Stock Exchange, a national securities exchange, upon consummation of this offering. Our listing application has not yet been approved by the American Stock Exchange and we cannot assure you that our securities will be listed or, if listed, will continue to be listed on the American Stock Exchange in the future. Additionally, in connection with our business combination, it is likely that the American Stock Exchange may require us to file a new initial listing application and meet its initial listing requirements as opposed to its more lenient continued listing requirements. We cannot assure you that we will be able to meet those initial listing requirements at that time. If the American Stock Exchange delists our securities from trading on its exchange, we could face significant material adverse consequences including:

•

reduced liquidity with respect to our securities;



•

a determination that our common stock is a "penny stock" which will require brokers trading in our common stock to adhere to more stringent rules and possibly resulting in a reduced level of trading activity in the secondary trading market for our common stock;



•

limited amount of news and analyst coverage for our company; and



•

a decreased ability to issue additional securities or obtain additional financing in the future.

        In the event that our securities are not listed on the American Stock Exchange, we anticipate that our units, common stock and warrants will be quoted on the OTC Bulletin Board, but we cannot assure that our securities will be so quoted, or, if quoted, will continue to be quoted.

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

        Upon consummation of our offering, our initial 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. None of our initial stockholders, officers and directors has

16

indicated to us that they intend to purchase our securities in the offering. In connection with the vote required for our initial business combination, all of our initial stockholders, including all of our officers and directors, have agreed to vote the shares of common stock owned by them immediately before this offering, as well as any shares of common stock acquired in connection with or following this offering, in accordance with the majority of the shares of common stock voted by the public stockholders. However, our initial stockholders will have substantial influence over other matters that may be voted upon by the stockholders, such as the election of directors.

Target business may be affiliated with one or more of the initial stockholders.

        We may complete a business combination with a target company with which one or more of the initial stockholders is affiliated or has been affiliated, which may give rise to a conflict of interest. For example, each of Mr. Hanks and Mr. Dullum are managers of venture capital firms that have invested in middle market companies across the United States. We may complete a business combination with a target company in which such venture capital firms has invested, which may give rise to a conflict of interest because Mr. Hanks and Mr. Dullum would be affiliated with an investor in such a target company. In the event we propose to acquire a target company that is affiliated with one of our initial stockholders, we will obtain an opinion from an independent investment banking firm that the business combination is fair from a financial point of view and will file such opinion with the Securities and Exchange Commission.

Risks Related to this Offering

Our initial stockholders paid an aggregate of $25,000, or $0.01 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 initial 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 28.5% or $1.71 per share (the difference between the pro forma net tangible book value per share of $4.29 and the initial offering price of $6.00 per unit).

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

        In connection with this offering, as part of the units and the warrant placement, we will be issuing warrants to purchase 22,000,000 shares of common stock. In addition, we have agreed to sell to Ferris, Baker Watts, Incorporated an option to purchase up to a total of 500,000 units, which, if exercised, will result in the issuance of warrants to purchase an additional 1,000,000 shares of common stock. 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 and the option 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 any shares issued to complete the business combination. Accordingly, our warrants and the option 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 and the option 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 and the option are exercised, you may experience dilution to your holdings.

17

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

        Our initial stockholders are entitled to demand that we register the resale of their shares of common stock at any time after the date on which their shares are released from escrow and to demand registration of the 2,000,000 shares of common stock underlying the warrants sold in the warrant placement if we are able to effect a business combination. If our initial stockholders exercise their registration rights with respect to all of their shares of common stock, then there will be an additional 4,500,000 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 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, including:

•

restrictions on the nature of our investments; and



•

restrictions on the issuance of securities,

which may make it difficult for us to complete a business combination. In addition, we may have imposed upon us burdensome requirements, including:

•

registration as an investment company;



•

adoption of a specific form of corporate structure;



•

reporting, record keeping, voting, proxy, compliance and disclosure requirements; and



•

complying with 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" (within the meaning of the Investment Company Act of 1940) 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 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 accounted for.

18

FORWARD-LOOKING STATEMENTS

        This prospectus includes forward-looking statements regarding, among other things, our plans, strategies and prospects, both business and financial. All statements other than statements of current or historical fact contained in this prospectus are forward-looking statements. The words "believe," "expect," "anticipate," "should," "would," "could," "plan," "will," "may," "intend," "estimate," "potential," "continue" or similar expressions or the negative of these terms are intended to identify forward-looking statements.

        We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations and business strategy. They can be affected by inaccurate assumptions, including the risks, uncertainties and assumptions described in "Risk Factors." In light of these risks, uncertainties and assumptions, the forward-looking statements in this prospectus may not occur and actual results could differ materially from those anticipated or implied in the forward-looking statements. When you consider these forward-looking statements, you should keep in mind the risk factors and other cautionary statements in this prospectus.

        The information contained in this prospectus identifies important factors that could adversely affect actual results and performance. Prospective investors are urged to carefully consider such factors.

        Our forward-looking statements speak only as of the date they are made.

19

USE OF PROCEEDS

        We have agreed to bear all fees, disbursements and expenses in connection with this offering. We estimate that the net proceeds of this offering will be as set forth in the following table:

		Without Over- Allotment Option		Over-Allotment Option Exercised
Gross proceeds(1)
Offering		$	60,000,000	$	69,000,000
Warrant Placement			1,300,000		1,300,000
	Total		61,300,000		70,300,000
Offering expenses(2)
	Underwriting discount (5.0% of gross proceeds)		3,000,000		3,450,000
	Underwriting non-accountable expense allowance (2.25% of gross proceeds)(3)		1,350,000		1,350,000
	Legal fees and expenses(2)		400,000		400,000
	Miscellaneous expenses		13,457		13,457
	Printing and engraving expenses		80,000		80,000
	Accounting fees and expenses		29,000		29,000
	SEC registration fee(2)		24,043		24,043
	NASD registration fee(2)		18,500		18,500
	American Stock Exchange listing fee(2)		85,000		85,000
Net proceeds			56,300,000		64,850,000
Contributions to escrow from loans(4)			150,000		150,000
Held in trust(5)			56,450,000		65,000,000

(1)

Excludes the $100 purchase of the unit purchase option payable by Ferris, Baker Watts, Inc.

(2)

A portion of these offering expenses have been paid from the funds we received from Messrs. Hanks and Dullum as described elsewhere in this prospectus and will be repaid out of the proceeds of this offering not being placed in trust upon consummation of this offering.

(3)

The underwriters have agreed to deposit 2.25% of the gross proceeds attributable to the non-accountable expense allowance, or $1,350,000, into the trust account until the earlier of the completion of a business combination or the liquidation of the trust account. They have further agreed to forfeit any rights to or claims against such proceeds if we do not complete a business combination and the trustee is required to liquidate the trust account. The amounts "held in trust" in the table above do not include these amounts deposited by the underwriters.

(4)

At closing Grand Cru Management, LLC, an affiliate of Mr. Hanks and Mr. Dullum, will loan the company $150,000, which will be deposited in the trust account. The loan will be repaid with 4% interest from the interest earned from the funds held in trust. The loans will not have any access or rights against the principal in escrow.

(5)

Excludes up to $1,350,000 which represents the underwriters non-accountable expense allowance and which is further described in footnote 3.

20

        The following table illustrates how we intend to use the working capital funded from interest earned on the amount held in trust. These are estimates only. Our actual expenditures for some or all of these items may differ substantially from those set forth herein.

		Amount		Percentage(1)
	Identifying a prospective target business(2)	$	340,000	20.6	%
	Legal, accounting and other expenses related to the structuring, negotiation, due diligence and completion of a business combination(3)		500,000	30.3	%
	Payment of administrative fee to Grand Cru Management, LLC ($7,500 per month for two years)		180,000	10.9	%
	Legal and accounting fees relating to SEC reporting obligations		100,000	6.1	%
	Working capital to cover miscellaneous expenses, D&O insurance and reserves(1)(4)		380,000	23.0	%
	Repayments of loans from Grand Cru Management		150,000	9.1	%
Total not held in trust		$	1,650,000	100.0	%

(1)

In the event the over-allotment option is exercised, the amount allocated to working capital to cover miscellaneous expenses, D&O insurance and reserves will increase to $580,000 and the percentages allocated to each item will be adjusted accordingly.

(2)

The $340,000 represents costs expected to be incurred by the Company and its officers, directors and employees in identifying and reviewing potential targets for business combinations, including fees paid to third-party consultants.

(3)

The $500,000 is expected to be paid for legal, accounting and other expenses attendant to conducting due diligence once a potential target for a business combination is identified and to assist in negotiating, structuring and completing the ultimate business transaction.

(4)

This amount will be used for director and officer liability insurance premiums (approximately $75,000), with the balance of $305,000 being held in reserve in the event amounts described above exceed our estimates.

        We may use a portion of the funds not held in the trust account to make a deposit or pay a "no-shop" fee provision with respect to a prospective business combination. Management will have discretion to determine the amount, if any, of any deposit or no-shop fee we may pay to an acquisition target. Amounts used to fund such a payment would come from funds not held in trust that are allocated for other purposes. In determining whether to pay a deposit or no-shop fee, management will not authorize a payment that, in its business judgment, creates a material risk of depleting our resources prior to the consummation of a business combination based on management's experience with the costs of due diligence, negotiating and completing business combinations for private equity funds. Because this decision is a matter of business judgment, there can be no guaranty that after payment of a deposit or no-shop fee, we will have sufficient funds not held in trust to complete the due diligence and other tasks necessary to complete a business combination. The limited amount of funds raised in this offering and not held in trust may limit our ability to fund a deposit or no-shop fee, which could make us less competitive in attracting an acquisition target. In addition, depending on the size of such payment and the amount of funds already expended for due diligence and related expenses, our forfeiture of such payments, whether as a result of our breach or otherwise, may result in our not having sufficient funds to continue searching for or conducting due diligence with respect to another target business or complete a business combination. If we expend the proceeds not held in trust from this offering, management is not obligated to advance us any additional funds. Without additional financing after such an event, we may be unable to complete a business combination.

        $56,450,000, or $65,000,000 if the underwriters' over-allotment option is exercised in full, of net proceeds from this offering and the warrant placement plus the loan from Grand Cru Management, LLC will be placed in a trust account at JPMorgan Chase Bank, N.A. maintained by Continental Stock Transfer & Trust Company, New York, New York, as trustee. In addition, $1,350,000 of the proceeds attributable to the underwriters' non-accountable expense allowance will be deposited into the trust account. The proceeds will not be released from the trust account until the earlier of the completion of a business combination and our liquidation. The proceeds held in the trust account (excluding the amount held in the trust account representing the deferred non-accountable expenses of the underwriters) may be used as consideration to pay the sellers of a target business with which we complete a business combination. Any amounts (excluding the amount held in the trust account

21

representing the deferred non-accountable expenses of the underwriters) not paid as consideration to the sellers of the target business may be used to finance operations of the target business.

        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 account as well as any other net proceeds not expended will be used to finance the operations of the target business.

        Robert J. Hanks, our Chief Executive Officer, and David A.R. Dullum, our President, have advanced to us a total of $75,000, on a non-interest bearing basis, which was used to pay a portion of the expenses of this offering referenced in the line items above for SEC registration fee, NASD registration fee, accounting fees and legal fees and expenses. The advances will be payable on the earlier of June 15, 2006 or the consummation of this offering. The advances will be repaid out of the proceeds of this offering.

        The net proceeds of this offering held in the trust account and moneys held by us and not immediately required for the purposes set forth above will only be invested in "government securities," defined as any Treasury Bill issued by the United States having a maturity of one hundred and eighty days or less, or in a federally insured bank account or certificate of deposit so that we are not deemed to be an investment company under the Investment Company Act of 1940. 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 24 months, assuming that a business combination is not consummated during that time.

        We intend to allocate a portion of the proceeds not held in trust for expenses incurred in examining and evaluating prospective target businesses. Mr. Carson, our Chairman of the Board of Directors, Mr. Hanks and Mr. Dullum, will supervise this process and we expect that they will devote substantial time to our business during the search for the target business and once we have signed a term sheet with a target business that provides for a business combination conditioned upon among other things, the completion of due diligence. We anticipate that Mr. Hanks and Mr. Dullum will be assisted in their efforts by other members of management and may engage outside professional advisors, such as accountants, attorneys, market experts and consultants, to assist with their due diligence efforts. Commencing on the effective date of this prospectus through the consummation of the acquisition of the target business, we will pay Grand Cru Management, LLC the $7,500 per month fee described above. Other than Grand Cru Management, LLC, our directors, officers, employees, initial stockholders or their respective affiliates will not receive compensation of any kind (including finder's and consulting fees) from us or any third party, including the prospective target, in connection with their performance of due diligence of prospective target companies or for any other services rendered to us prior to or in connection with the consummation of a business combination. However, they will receive reimbursement for any out-of-pocket expenses they incur in identifying an acquisition target and conducting due diligence. In the event that a business combination is consummated, then such out-of-pocket expenses will become obligations of the surviving entity to the extent not reimbursed before the consummation of a business combination. Since the role of present management after a business combination is uncertain, we have no ability to determine what remuneration, if any, will be paid to those persons after a business combination. Management will have the ability to negotiate their remuneration for services rendered following a business combination, subject to their fiduciary obligations to us under Delaware law.

        A public stockholder will be entitled to receive funds from the trust account (including interest earned on his, her or its portion of the trust account) only in the event of our liquidation 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 consummate. In no other circumstances will a public stockholder have any right or interest of any kind to or in the trust account.

22

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), by the number of outstanding shares of our common stock.

        At December 31, 2005, our net tangible book value was a deficiency of $283,346, or approximately ($0.11) per share of common stock. After giving effect to the warrant placement and the sale of 10,000,000 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 at December 31, 2005 (determined as described below) would have been $45,035,808, or $4.29 per share, representing an immediate increase in net tangible book value of $4.40 per share to the initial stockholders and an immediate dilution of $1.71 per share or 28.5% to new investors not exercising their conversion rights. For purposes of presentation, our pro forma net tangible book value after this offering is $11,284,355 less than it otherwise would have been 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 account as of the record date for the determination of stockholders entitled to vote on the business combination, inclusive of any interest, divided by the number of shares sold in this offering.

        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				$	6.00
Net tangible book value before this offering	$	(0.11	)
Increase attributable to new investors		4.40
Pro forma net tangible book value after this offering					4.29
Dilution to new investors				$	1.71

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

	Shares Purchased			Total Consideration
								Average Price Per Share
	Number	Percentage		Amount		Percentage
Initial stockholders	2,500,000	20.0	%	$	25,000	0.04	%	$	0.01
Warrant placement	0	0.0	%		1,300,000	2.12	%		—
New investors	10,000,000	80.0	%		60,000,000	97.84	%		6.00
	12,500,000	100.0	%	$	61,325,000	100.00	%

        The pro forma net tangible book value after the offering is calculated as follows:

Numerator:
Net tangible book value before this offering and the warrant placement	$	(283,346	)
Proceeds from this offering and the warrant placement		56,300,000
Add back: offering costs paid or accrued and excluded from net tangible book value before this offering		303,509
Less: Proceeds held in trust subject to conversion to cash		(11,284,355	)
	$	45,035,808
Denominator:
Shares of common stock outstanding prior to this offering		2,500,000
Shares of common stock included in the units offered		10,000,000
Less: Shares subject to conversion (10,000,000 × 19.99%)		(1,999,000	)
		10,501,000

23

DIVIDEND POLICY

        We have never declared or paid any cash dividends on our common stock. We do not anticipate paying any cash dividends on our common stock in the foreseeable future. Any future determination to pay cash dividends will be at the discretion of our board of directors and will be dependent upon our financial condition, operating results, capital requirements, Delaware law, and other factors that our board of directors deems relevant.

CAPITALIZATION

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

		December 31, 2005
		Actual			As Adjusted(1)
Note payable to stockholders		$	75,000		$	150,000
Common stock, $0.0001 par value, -0- and 1,999,000 shares which are subject to possible conversion to cash, shares at conversion value(2)			—			11,284,355
Stockholders' equity:
	Preferred stock, $0.0001 par value, 1,000,000 shares authorized; none issued or outstanding		—			—
	Common stock, $0.0001 par value, 50,000,000 shares authorized; 2,500,000 shares issued and outstanding and 10,501,000 shares issued and outstanding (excluding 1,999,000 shares subject to possible conversion to cash), as adjusted		250			1,050
	Additional paid-in capital		24,750			45,039,595
	Deficit accumulated during the development stage		(4,837	)		(4,837	)
	Total stockholders' equity		20,163			45,035,808
Total capitalization		$	95,163		$	56,470,163

(1)

As adjusted capitalization gives effect to our obligation to pay the underwriters the deferred non-accountable expense allowance of $1,350,000 upon the consummation of a business combination.

(2)

If we consummate a business combination, the conversion rights afforded to our public stockholders may result in the conversion into cash of up to approximately 19.99% of the aggregate number of shares sold in this offering at a per-share conversion price equal to the amount in the trust account, inclusive of any interest thereon, as of two business days prior to the proposed consummation of a business combination divided by the number of shares sold in this offering.

24

MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following is a discussion and analysis of our financial condition, results of operations and liquidity and capital resources. This section should be read together with our audited financial statements and related notes included elsewhere in this prospectus. Some of the information contained in this discussion and analysis or set forth elsewhere in this prospectus, including information with respect to our plans and strategies for our business, includes forward-looking statements that involve risks and uncertainties. You should review the "Risk Factors" section of this prospectus for a discussion of important factors that could cause actual results to differ materially from the results described in, or implied by, the forward-looking statements contained in this prospectus.

        Harbor Acquisition Corporation is a blank check company recently formed for the purpose of acquiring, through a merger, capital stock exchange, asset acquisition or other similar business combination, an operating business. We do not have any specific business combination under consideration, and we have not had any preliminary contacts or discussions with any target business regarding a business combination. 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 shares of our capital stock:

•

may significantly reduce the equity interest of our stockholders;



•

may subordinate the rights of holders of common stock if preferred stock is issued with rights senior to those afforded to our common stock;



•

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 will also result in the resignation or removal of our present officers and directors; and



•

may adversely affect prevailing market prices for our common stock.

        Similarly, if we issue 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 contains covenants that required the maintenance of certain financial ratios or reserves and any such covenant is breached without a waiver or renegotiation of that covenant;



•

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



•

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

        Robert J. Hanks, our Chief Executive Officer, and David A.R. Dullum, our President, have advanced to us a total of $75,000, which will be used to pay a portion of the expenses of this offering with respect to the SEC registration fee, the NASD registration fee, the American Stock Exchange listing fee and legal fees and expenses.

        We estimate that the net proceeds from the warrant placement, the sale of the units and loans from Grand Cru Management, LLC, after deducting offering expenses of approximately $650,000 and underwriting discounts and expenses of approximately $3,000,000 (which excludes the deferred non-

25

accountable expense allowance), will be approximately $56,450,000, or $65,000,000 if the underwriters' over-allotment option is exercised in full. This amount will be held in trust. In addition, $1,350,000 of the proceeds attributable to the underwriters' non-accountable expense allowance will be deposited in the trust account and will be paid to the underwriters upon the consummation of a business combination, or to the public stockholders upon a liquidation if we are unable to consummate a business combination within the time period described in this prospectus. We will use substantially all of the working capital funded from interest earned on the amount held in trust to identify and evaluate prospective acquisition candidates, select the target business, and structure, negotiate and consummate the business combination. To the extent that our capital stock or debt securities are used in whole or in part as consideration to effect a business combination, 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 business. We believe that, upon consummation of this offering, the funds available to us outside of the trust account will be sufficient to allow us to operate for at least the next 24 months, assuming that a business combination is not consummated during that time. Over this time period, and exclusive of the expenses related to this offering, we anticipate approximately $340,000 of expenses to be incurred by the Company and its officers, directors and employees in identifying and reviewing potential targets for business combinations, including fees that may be paid to third parties, $500,000 of expenses for legal, accounting and other expenses attendant to the due diligence investigations once a potential target for a business combination is identified and to structuring and negotiating of a business combination, $180,000 for the administrative fee payable to Grand Cru Management, LLC ($7,500 per month for two years), $100,000 of expenses in legal and accounting fees relating to our SEC reporting obligations and $380,000 for general working capital that will be used for miscellaneous expenses and reserves, including approximately $75,000 for director and officer liability insurance premiums. 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 to the extent such financing is required to consummate a business combination, in which case we may issue additional securities or incur debt in connection with such business combination. We would only consummate such a financing simultaneously with the consummation of a business combination.

        We are obligated, commencing on the date of this prospectus, to pay to Grand Cru Management, LLC, an affiliate of Robert J. Hanks and David A.R. Dullum, a monthly fee of $7,500 for certain administrative, technology and secretarial services, as well as the use of certain limited office space, including a conference room, in Boston, Massachusetts. We believe, based on rents and fees for similar services in the Boston metropolitan area, that the fee charged by Grand Cru Management, LLC is at least as favorable as we could have obtained from an unaffiliated third party.

        On June 21, 2005, Robert J. Hanks and David A.R. Dullum advanced $75,000 to us, on a non-interest bearing basis, for payment of offering expenses on our behalf. The advances will be payable on the earlier of June 15, 2006 and the consummation of this offering. The advances will be repaid out of the proceeds of this offering not being placed in trust. Upon the consummation of this offering, Grand Cru Management, LLC will loan an additional $150,000 to us which will be deposited in the trust account. The loan will bear interest at a rate of 4% per year and will be repaid out of the interest earned on the escrowed funds.

Quantitative and Qualitative Disclosures About Market Risk

        Market risk is a broad term for the risk of economic loss due to adverse changes in the fair value of a financial instrument. These changes may be the result of various factors, including interest rates, foreign exchange rates, commodity prices and/or equity prices. The net offering proceeds held in trust will only be invested in "government securities," defined as any Treasury Bill issued by the United States having a maturity of one hundred and eighty days or less. Thus, we are subject to market risk primarily through the effect of changes in interest rates on government securities. The effect of other changes, such as foreign exchange rates, commodity prices and/or equity prices, does not pose significant market risk to us.

26

PROPOSED BUSINESS

Overview

        We are a recently organized Delaware blank check company incorporated on June 20, 2005 in order to serve as a vehicle for the acquisition of an operating business. We will focus our efforts exclusively in identifying a prospective target business in the consumer and industrial products sectors. We intend to utilize cash derived from the proceeds of the offering, our capital stock, debt or a combination of these in effecting a business combination. We will focus our efforts on seeking a business combination from corporate divestitures, private businesses and portfolio companies currently held by private equity firms specializing in leveraged buyouts. We believe that there are opportunities to effect middle market acquisitions and that, as a well-financed public entity possessing broad investment, acquisition and operating experience, we are well positioned to identify target acquisitions and to effect a business combination. We intend to seek a business combination through one of the following sources:

•

Corporate Restructurings.  Corporate restructurings may present opportunities to acquire operating divisions or subsidiaries from companies that divest non-core assets.



•

Private Middle Market Companies.  Owners of privately held middle market companies may seek to realize the value of their investments through a sale of their company.



•

Portfolio Companies of Private Equity Firms.  Because most private equity funds must distribute the fund assets following a fixed term of years, they typically seek transactions for their portfolio companies that result in the receipt of cash or marketable securities for their investors.

        We believe that we are particularly well positioned to pursue these types of acquisition targets due in part to the factors identified below under "Competitive Strengths". We intend to focus on companies with positive operating cash flow that possess prospects for internal growth and growth through acquisitions. We will seek target companies with existing executive management teams that have demonstrated the ability to operate and profitably grow middle market companies. It is expected that our current management will not participate as executive officers of a target company, but may serve as non-executive board members or in an advisory capacity. We will look to create competitive advantages in a given market place and consummate the acquisition of a company that is well positioned in one of the following sectors:

•

Consumer Products.  The Company intends to focus in the consumer product sector on companies that have established brands within their target markets. We believe that consumer product companies will continue to provide attractive investment opportunities through their successful efforts to capture consumer attention with products and services that maximize convenience and quality. We are focused on those companies that can build a lasting relationship with the consumer that yields predictable recurring revenue.



•

Industrial Products.  In considering an industrial products company as an acquisition candidate, we will evaluate whether new methods and/or business models can be applied to increase growth and improve profitability.

        We may also acquire a company that provides services within these sectors. We intend to source our target business opportunities from various internal and external sources. We believe that we will be able to generate deal flow from internal sources primarily resulting from personal contacts and relationships that our officers and directors have developed and maintain in the private equity, mergers and acquisition industry, and public corporation domain, as well as through relationships they have developed and maintain with various professionals, including accountants, consultants, commercial bankers, attorneys, regional brokers and other investors. We will also seek to generate deal flow from

27

external sources by contacting investment bankers, venture capital funds, private equity funds, and other members of the financial community which may present solicited or unsolicited proposals.

        While we may or may not consummate our business combination with a company (or a company with the investment profile discussed above), we believe this focus should prove to be an attractive arena in which to find a target business, and we believe firms will find the opportunity to sell to us attractive as well.

        Due to these factors, we believe that there are opportunities to effect acquisitions and that, as a well financed public entity possessing broad investment, acquisition and operating expertise, we are well positioned to identify target acquisitions and to effect a business combination to take advantage of these opportunities.

Transaction Structures

        We believe the majority of the transactions we will review and consider fall into the following categories:

•

Growth Scenarios—situations where companies have the opportunity for growth through market development, incremental marketing, or increases in working capital.



•

Fragmented Industries—industries characterized by a large number of small to mid-size firms in which opportunities may arise.



•

Divisional Spin-outs—operating units or subsidiaries of companies that may have been neglected by the parent in terms of focus, resources or funding and may no longer be considered strategic or core business units.

Competitive Strengths

        We believe that our company will succeed in consummating a business combination with a target business or businesses as a result of the following:

•

Experienced Transaction Investors.  Our management team, including our officers, directors and special advisors, has been involved in transaction development, acquisition due diligence, structuring, negotiating and closing acquisition and growth financing transactions in both the public and private markets. In addition, our officers and directors have served on the boards of directors of acquiring and acquired private and public companies.



•

Extensive Public, Private Equity and Mergers and Acquisitions Contacts.  Our management team has significant experience and contacts in the public and private equity markets and mergers and acquisitions industry. In addition, our management team has a network of business relationships with executives and board members of privately held companies. We believe that these contacts will provide our management team with access to acquisition opportunities. We plan to use our contacts to identify acquisition opportunities that may not yet be available to the broader market.



•

Management Operating Experience.  Our officers, directors and special advisors have acquisition and operating experience in a variety of industries within the consumer and industrial product sectors. We believe that this experience provides us with a competitive advantage in evaluating businesses and acquisition opportunities in these sectors. This experience also assists us in evaluating whether acquisition targets have the human and other resources necessary to sustain themselves as publicly traded companies.

28

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 in its early stages of development or growth. While we may seek to effect business combinations with more than one target business, we will probably have the ability, as a result of our limited resources, to effect only a single business combination.

We have not selected or approached any target business

        To date, we have not selected or approached any target business on which to concentrate our search for a business combination. Subject to the limitations that a target business must be in the consumer and industrial product sectors and have a fair market value as reasonably determined by our board of directors of at least 80% of our net assets at the time of the acquisition (not including the underwriters' deferred non-accountable expense allowance), as described below in more detail, we will have substantial flexibility in identifying and selecting a prospective acquisition candidate. Accordingly, there is no reliable basis for investors in this offering to currently evaluate the possible merits or risks of the target business with which, or industry within the consumer and industrial products sectors in which, we may ultimately complete a business combination. 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 significant risk factors.

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, 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. In no event, however, will any of our existing officers, directors or stockholders or any entity with which they are affiliated receive any finder's fee, consulting fee or other compensation from us or any third party, including the prospective target, for services rendered prior to or in connection with the consummation of a business combination by our company. Following a business combination our management may receive a fee for prospective services they may render to the target business, subject to the approval of a majority of the disinterested members of our board of directors. We expect that we may be contacted by unsolicited parties who become aware of our interest in prospective targets through press releases, word of mouth and media coverage, should these outlets develop. We may pay a finder's fee to any unaffiliated party that provides information regarding prospective targets to us. Any such fee would be conditioned on our consummating a business combination with the identified target. We anticipate that such fees, if any, would be a percentage of the consideration associated with such business combination, with the percentage to be determined based on local market conditions at the time of such combination.

29

Selection of a target business and structuring of a business combination

        Mr. Carson, Mr. Hanks and Mr. Dullum will supervise the process of evaluating prospective target businesses, and we expect that they will devote substantial time to the search for an acquisition candidate. Messrs. Carson, Hanks and Dullum will be assisted by the rest of our management team, together with our outside attorneys, accountants and other representatives.

        Subject to the requirement that our initial business combination must be with a target business in the industrial and consumer products sectors with a fair market value as reasonably determined by our board of directors that is at least 80% of our net assets at the time of such acquisition (not including the underwriters' deferred non-accountable expense allowance), our management will have substantial flexibility in identifying and selecting a prospective target business. In evaluating a prospective target business, our management will consider, among other factors, the following:

•

financial condition and results of operation;



•

cash flow potential;



•

growth potential;



•

experience and skill of management and availability of additional personnel;



•

capital requirements;



•

competitive position;



•

barriers to entry;



•

stage of development of the products, processes or services;



•

security measures employed to protect technology, trademarks or trade secrets;



•

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



•

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



•

regulatory environment of the industry; and



•

costs associated with effecting the business combination.

        These criteria are not intended to be exhaustive. Any evaluation relating to the merits of a particular business combination will be based, to the extent relevant, on the above factors as well as other considerations deemed relevant by our management in effecting a business combination consistent with our business objective. Management will consider these criteria as a whole. For example, one target with a balance sheet that is stronger than another target due to the existence of higher stockholder's equity or other indicia of financial strength, may have a less established competitive position in its market. We cannot say in advance which criteria will be most important when evaluating two or more potential business combinations. In evaluating a prospective target business, we will conduct an extensive due diligence review which will encompass, among other things, meetings with incumbent management and inspection of facilities, as well as review of financial and other information which will be made available to us.

        The structure of a particular business combination may take the form of a merger, capital stock exchange, asset acquisition or other similar structure. 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, a combination of common and preferred stock, or debt securities, to complete a business combination.

30

        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. However, we will not pay any finder's or consulting fees to our initial stockholders, or any of their respective affiliates, for services rendered to or in connection with a business combination.

Fair market value of target business

        The initial target business that we acquire must have a fair market value equal to at least 80% of our net assets at the time of such acquisition (not including the underwriters' deferred non-accountable expense allowance). 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, cash flow, book value and, where appropriate, upon the advice of appraisers or other professional consultants. To reduce potential conflicts of interest, we will not consummate a business combination with an entity which is affiliated with any member of our board of directors, management or initial 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. In the event that we obtain such opinion, we will file it with the Securities and Exchange Commission.

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 which satisfies 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. Accordingly, the prospects for our success may be entirely dependent upon the future performance of a single business. 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 single entity, 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, processes or services.

Limited ability to evaluate the target business' management

        Although we intend to closely scrutinize the management of a prospective target business when evaluating the desirability of effecting a business combination, we cannot assure you that our assessment of the target business' management will prove to be correct. In addition, we cannot assure you that the future management will have the necessary skills, qualifications or abilities to manage a public company. Furthermore, the future role of our officers and directors, if any, in the target business cannot presently be stated with any certainty. While it is possible that one or more of our directors will remain associated in some capacity with us following a business combination, it is unlikely that any of them will devote their full efforts to our affairs subsequent to a business combination. Moreover, we cannot assure you that our officers and directors will have significant experience or knowledge relating to the operations of the particular target business.

31

        Following a business combination, we may seek to recruit additional managers to supplement the incumbent management of the target business. We cannot assure you that we will have the ability to recruit additional managers, or that additional managers will have the requisite skills, knowledge or experience necessary to enhance the incumbent management.

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 audited historical financial statements of the business.

        In connection with the vote required for any business combination, all of our initial 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, as well as any shares of common stock acquired in connection with or following this offering, in accordance with the majority of the shares of common stock voted by the public 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 both vote against the business combination and exercise their conversion rights.

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 account, inclusive of any interest not distributed to us for working capital or paid or accrued for taxes (calculated as of two business days prior to the consummation of the proposed business combination), divided by the number of shares of common stock sold in this offering. Without taking into account any interest earned on the trust account, the initial per share conversion price would be approximately $5.78, or $0.22 less than the per-unit offering price of $6.00.

32

        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 account 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 both vote against a business combination and exercise their conversion rights.

Liquidation if no business combination

        If we do not complete a business combination within 18 months after the consummation of this offering, or within 24 months if the extension criteria described below have been satisfied, we will be dissolved and distribute to all of our public stockholders, in proportion to their respective equity interests, an aggregate sum equal to the amount in the trust account, inclusive of any interest not distributed to us for working capital or paid or accrued for taxes plus any remaining net assets. Our initial 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 account with respect to our warrants, which will expire worthless.

        Without taking into account interest earned on the trust account after payments to us for working capital and amounts paid or accrued for taxes, the initial per-share liquidation price would be approximately $5.78, or $0.22 less than the per-unit offering price of $6.00. The proceeds deposited in the trust account could, however, become subject to the claims of our creditors which could be prior to the claims of our public stockholders. If we liquidate before the completion of a business combination and distribute the proceeds held in trust to our public stockholders, John Carson, our Chairman of the Board of Directors, Robert J. Hanks, our Chief Executive Officer, and David A.R. Dullum, our President, have agreed to indemnify us from claims by a vendor that would reduce the amount of funds held in trust. However, we cannot assure you that Messrs. Carson, Hanks and Dullum will be able to satisfy those obligations in all instances. As a result, we cannot assure you that the actual per share liquidation price will not be less than $5.78, plus interest, due to claims of creditors.

        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 18 months after the consummation of this offering, but are unable to complete the business combination within the 18-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 within 24 months following the consummation of this offering, we will then liquidate. Upon notice from us, the trustee of the trust account will commence liquidating the investments constituting the trust account 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 18-month or 24-month period.

        Our public stockholders will be entitled to receive funds from the trust account 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 completed by us. In no other circumstances will a stockholder have any right or interest of any kind to or in the trust account.

33

Competition

        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. 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. Furthermore:

•

our obligation to seek stockholder approval of a business combination may delay or threaten 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; and



•

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

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

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

Facilities

        We maintain our executive offices at One Boston Place, Suite 3630, Boston, Massachusetts 02108. Grand Cru Management, LLC has agreed to provide us with certain limited administrative, technology and secretarial services under a lease and services agreement, as well as the use of certain limited office space, including a conference room, at this location pursuant to a letter agreement between us and Grand Cru Management, LLC. The cost for the foregoing services to be provided to us by Grand Cru Management, LLC is $7,500 per month. We believe, based on rents and fees for similar services in the Boston, Massachusetts area, that the fee charged by Grand Cru Management, LLC 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

        Our executive officers are not obligated to devote any specific number of hours to our matters. Although Messrs. Carson, Hanks and Dullum intend to devote a substantial amount of time to the search for and due diligence of a target acquisition, the amount of time they or any of our officers will devote in any time period will vary based on the availability of suitable target businesses to investigate. We do not intend to have any full time employees prior to the consummation of a business combination.

Legal Proceedings

        We are not involved in any litigation or administrative proceedings incidental to our business.

34

Periodic Reporting and Audited Financial Statements

        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 Securities and Exchange Commission. In accordance with the requirements of the Securities Exchange Act of 1934, as amended, our annual reports will contain financial statements audited and reported on by our independent registered public accountants.

        We will not acquire a target business if audited financial statements based on U.S. generally accepted accounting principles cannot be obtained for the target business. Additionally, our management will provide stockholders with audited financial statements, prepared in accordance with generally accepted accounting principles, of the prospective target business as part of the proxy solicitation materials sent to stockholders to assist them in assessing the target business. In addition, our management will ensure that the target company is compliant, on a timely basis, with the Sarbanes-Oxley Act of 2002. Our management believes that the requirement of having available audited financial statements for the target business, as well as achieving timely compliance with the Sarbanes-Oxley Act of 2002, will not materially limit the pool of potential target businesses available for acquisition.

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 underwriter has not exercised its over-allotment option. None of the terms of a Rule 419 offering will apply to this offering.

	Terms of Our Offering	Terms of a Rule 419 Offering
Escrow of offering proceeds	$57,800,000 of the net offering proceeds will be deposited into a trust account at JPMorgan Chase Bank, N.A. maintained by Continental Stock Transfer & Trust Company. These proceeds consist of $56,300,000 from the net proceeds payable to us from this offering and the warrant placement, $1,350,000 of the proceeds attributable to the deferred underwriters' non-accountable expense allowance and a $150,000 loan to be repaid from interest earned on the amount deposited into the trust account.	$49,500,000 of the offering proceeds 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.

35

Investment of net proceeds	The $57,800,000 of net offering proceeds held in trust will only be invested in "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, not including the underwriters' deferred non-accountable expense allowance.	We would be restricted from acquiring a target business unless the fair value of such business or net assets to be acquired represented at least 80% of the maximum offering proceeds.
Trading of securities issued	The units may commence trading on or promptly after the date of this prospectus. The common stock and warrants comprising the units will begin to trade separately on the 90th day after the date of this prospectus unless Ferris, Baker Watts, Incorporated informs us of its decision to allow earlier separate trading provided 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 Current Report on Form 8-K.	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 be exercised only after the trust account 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.

36

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 account. 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 45th business 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 18 months after the consummation of this offering or within 24 months after the consummation of this offering if a letter of intent, agreement in principle or definitive agreement relating to a prospective business combination was entered into prior to the end of the 18-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 and our liquidation upon 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 and the failure to effect a business combination within the allotted time.

37

MANAGEMENT

Directors and Officers

        Our current directors and executive officers are as follows:

Name	Age	Position
John Carson	59	Chairman of the Board
Robert J. Hanks	63	Chief Executive Officer and Treasurer
David A.R. Dullum	58	President, Secretary and Director
Todd A. Fitzpatrick	35	Vice President and Chief Accounting Officer
Christopher R. Young	38	Vice President
Timothy J. Durkin	49	Director
William E. Mahoney	73	Director

        John Carson became a director of our Company on August 12, 2005 and the Chairman of the Board on March 15, 2006. From 2000 - February 2005 Mr. Carson served as Chairman and Chief Executive Officer of Marbo, Inc., a privately held investment firm that invests in and acquires companies in the consumer product sector. From 1993-1999 he served as Chairman of Triarc Beverage Group, and as President and Chief Executive Officer of Royal Crown Company, both subsidiaries of Triarc Companies, Inc. that sold brand name beverages including Royal Crown, Snapple, Mistic Brands and Stewart's Root Beer. From 1967-1993, Mr. Carson served in various positions with Cadbury-Schweppes N.A., including its President from 1984 to 1993. Mr. Carson is a graduate of the College of Commerce, Birmingham and the London Business School.

        Robert J. Hanks has been our Chief Executive Officer since our inception. Mr. Hanks has over 30 years experience in private equity, mergers and acquisitions and in general and financial management. He has operating experience in the United States, Latin America and Asia. Mr. Hanks is a principal and managing general partner of New England Partners, a private equity firm he co-founded in 1992 that is based in Boston, Massachusetts. As a principal and managing general partner at New England Partners, Mr. Hanks has been responsible with other managing general partners for raising of pools of capital and for identifying and structuring investments in and acquisitions of operating companies. Since January 2004, he has served as a director of Elmet Technologies, Inc. a privately held specialty industrial products manufacturer, and since October 1997, of Solar Cosmetic Labs, Inc., a privately held health and beauty products manufacturer. From 1987-1991, he was President of Vista Investment Company, a private equity investment firm established by the Vista Group that specialized in middle market transactions. Prior to that, Mr. Hanks served in various senior management positions in NYSE-listed public companies. He was Vice President and Group Officer of Conrac Corporation and Chief Financial Officer of GTE Brasil, Vice President of GTE Communications Products and President of GTE Asia Pacific. Mr. Hanks holds a B.S. in Economics from the Maxwell School at Syracuse University and an M.B.A. in International Finance from Whitman School of Management at Syracuse University.

        David A.R. Dullum has been our President and Secretary since our inception. Mr. Dullum has more than 30 years of professional investment experience and is a principal and general partner of New England Partners, a private equity firm based in Boston. As a principal and managing general partner at New England Partners, Mr. Dullum has been responsible with other managing general partners for overseeing the raising of pools of capital and for identifying and structuring investments in and acquisitions of operating companies. From 1976-1990, he was a Managing General Partner of the Chicago-based private equity firm Frontenac Company. During his 14 year tenure at Frontenac, he was instrumental in increasing funds under management from $3 million to over $250 million. As a

38

managing general partner at Frontenac, Mr. Dullum was also responsible with other managing general partners for overseeing the raising of pools of capital and identifying and structuring investments in and acquisitions of operating companies. Mr. Dullum serves as a director of Simkar Corporation, a manufacturer of industrial and consumer lighting products and Fetco Home Decor, Inc., a designer and manufacturer of home decor products. He also serves as a director of three publicly traded companies: Gladstone Capital Corp. (NASDAQ:GLAD); Gladstone Commercial Corp. (NASDAQ:GOOD); and Gladstone Investment Corp. (NASDAQ:GAIN) and is the Audit Committee Chair for GLAD and GAIN. He has lectured on venture capital at the J. L. Kellogg Graduate School of Management, Northwestern University, and was a member of the Board of Trustees of the Stanford Graduate School of Business Trust and former Chairman of the National Association of Small Business Investment Companies. Mr. Dullum holds a B.M.E. from Georgia Institute of Technology and an M.B.A. from Stanford Graduate Business School.

        Todd A. Fitzpatrick has been our Vice President and Chief Accounting Officer since August 10, 2005. Mr. Fitzpatrick is a partner of New England Partners, a private equity firm based in Boston, where he has been a principal since 1998. As a partner at New England Partners, Mr. Fitzpatrick has been responsible with other partners in identifying and structuring investments in and acquisitions of operating companies. Mr. Fitzpatrick focuses on investing in middle market buyouts within the consumer and industrial sectors. From 1993-1998, Mr. Fitzpatrick was a senior auditor with Coopers & Lybrand performing audits and mergers and acquisition assignments for corporate clients. He has broad based experience in a variety of industries including consumer and industrial products, high-tech manufacturing, and medical technology. Mr. Fitzpatrick graduated from Bowdoin College with a B.A. and has M.B.A. and M.S.A. degrees from Northeastern University.

        Christopher R. Young has been our Vice President since August 10, 2005. Mr. Young is a partner of New England Partners, a private equity firm based in Boston, where he has been a principal since 1997. As a partner at New England Partners, Mr. Young has been responsible with other partners in identifying and structuring investments in and acquisitions of operating companies. Mr. Young also serves as a director of SourceIQ, Inc., a privately held software company. From 1992 - 1995, Mr. Young was an investment banker in the mergers and acquisition group with NationsBanc Capital Markets, Inc. (now Banc of America Securities, Inc.). He has 13 years of experience in evaluating investments in, and mergers and acquisitions of, middle market companies. Mr. Young graduated from Babson College with a B.S. degree.

        Timothy J. Durkin, has been a director of our company since inception. Since 1998, Mr. Durkin has been a Managing Director of Latona Associates, a private merchant bank where he is responsible for Latona's private equity investment activities. From 1991-1997, he served as General Partner of Marlborough Capital Advisors, a private mezzanine and equity investment firm. Mr. Durkin's experience at Marlborough Capital Advisors included shared oversight responsibility for raising pools of capital and at Latona Associates and Marlborough Capital Advisors he has had shared oversight responsibility for identifying and evaluating investments in and acquisitions of operating companies. From 1986 to 1990, Mr. Durkin was an Associate of the Merchant Banking Division of Signal Capital Corporation, a subsidiary of The Henley Group. Mr. Durkin began his career at Manufacturers Hanover Trust Company, where he spent three years at the bank's International Division in Latin America. Mr. Durkin graduated with a Bachelor of Arts from St. Lawrence University in 1979 and earned a M.B.A. from the Amos Tuck School of Business Administration at Dartmouth College in 1986. Mr. Durkin is a director of Zenith Administrators, Inc. and Progressive Moulded Products Corp.

        William E. Mahoney became a director of the Company on August 12, 2005. Mr. Mahoney retired in 1997 as vice chairman and chief operating officer of Witco Corporation (now Chemturo Corporation), a $2.4 billion in sales global manufacturer of specialty chemical and petroleum products. He served as chairman of Witco's executive committee of the board of directors. A member of the

39

board of directors since 1989, he also sat on the board's pension committee and audit committee (as a non-voting member). During his 20 years with Witco, Mr. Mahoney was involved in over 15 acquisitions. He is an adjunct professor at the University of Massachusetts, Amherst, and serves on the advisory council in the College of Natural Sciences and Mathematics. Mr. Mahoney graduated from the University of Massachusetts, Amherst, with B.S. degree in chemistry and completed the advanced marketing management program at Harvard University Business School. He was awarded the Chancellor's Medal at the University of Massachusetts in 1996. It is the highest honor bestowed on an individual for extraordinary service to industry and the university.

        Our board of directors has five directors, who will each serve until the next annual meeting of stockholders and until their successor is elected and qualified. 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.

Special Advisors

        The following individuals have agreed to serve as special advisors:

        Thomas Bullock has over 25 years experience in the packaged goods and food and beverage industry. From 1997-2000 Mr. Bullock served as President and Chief Executive Officer of Ocean Spray Cranberries, Inc. During Mr. Bullock's tenure at Ocean Spray, sales grew to $1.4 billion and he oversaw the acquisition of Nantucket Nectars. Mr. Bullock serves as a director of ClearSource, Inc., a private-label bottled water company and the Mac-Gray Company, a publicly traded company listed on the New York Stock Exchange. Mr. Bullock is a graduate of Saint Joseph's University.

        Stephen Gray founded The Recovery Group ("TRG"), where he serves as the Managing General Partner. TRG is a leading professional services firm specializing in workouts, turnaround consulting and crisis management. Mr. Gray has over 30 years experience in this field and has worked with publicly traded and privately held companies, where he often serves as Chief Executive Officer or Chief Restructuring Officer. Mr. Gray is currently on the board of Solar Cosmetic Labs, Inc. Mr. Gray has a B.S. in Engineering from George Washington University and an M.S. in Mechanical Engineering from Tufts University.

        John I. Jellinek serves as President of Jelco Ventures, Inc., a private equity investment firm he founded in 1971. Over the last 30 years, Mr. Jellinek has completed and/or invested in over 50 private equity transactions. Notable transactions during that period include Bell Sports Corporation, IMNET Systems, Inc., Apogent Technologies, Tapscotts, Inc., Labor Source LLC, Pelstar LLC and CourtLink. Mr. Jellinek is a shareholder and operating director of BPC Group, a boutique, mid-market investment bank and he is a director of K2 Industrial, Inc. (from March 1997 to the present) Pelstar LLC (from August 2000 to the present), and Capital Resource Advisors (from September 1999 to the present) and, since April 2005, as Chairman of Zenith Administrators, Inc., a third party administrator of pension and health care plans. In addition, Mr. Jellinek serves as treasurer of the Aspen Valley Hospital Board of Trustees. He is a co-founder of the Entrepreneur Foundation at Miami University and has served as a co-trustee of the Miami University fund and its Business School Board. Mr. Jellinek received his B.S. from Miami University and his M.B.A. from the University of Chicago.

Director Independence

        Our board of directors has determined that Timothy J. Durkin, William Mahoney and John Carson are "independent directors" as defined in the American Stock Exchange listing standards and Rule 10A-3 of the Securities Exchange Act.

40

Board Committees

        Our board of directors has an audit committee and has adopted a charter for this committee as well as a code of ethics that governs the conduct of our officers and employees.

Audit Committee

        Our audit committee consists of Mr. Carson (Chair), Mr. Dullum and Mr. Durkin. The independent directors we appoint to our audit committee will each be an independent member of our board of directors, as defined by the rules of the American Stock Exchange and the SEC. Each member of our audit committee will be financially literate under the current listing standards of the American Stock Exchange, and our board of directors has determined that Mr. Dullum and Mr. Durkin each qualify as an audit committee financial expert, as such term is defined by SEC rules. Although Mr. Dullum is temporarily serving on our audit committee, he does not qualify as an independent director as a result as his position as one of our officers. We intend to locate and appoint at least one additional independent director to replace Mr. Dullum on our audit committee within one year of the completion of the offering.

        The audit committee will review the professional services and independence of our independent registered public accounting firm and our accounts, procedures and internal controls. The audit committee will also recommend the firm selected to be our independent registered public accounting firm, review and approve the scope of the annual audit, review and evaluate with the independent public accounting firm our annual audit and annual consolidated financial statements, review with management the status of internal accounting controls, evaluate problem areas having a potential financial impact on us that may be brought to the committee's attention by management, the independent registered public accounting firm or the board of directors, and evaluate all of our public financial reporting documents.

Code of Ethics

        We have adopted a code of ethics applicable to our directors, officers and employees in accordance with applicable federal securities laws and the rules of the American Stock Exchange.

Executive Compensation

        No executive officer or director has received any cash compensation for services rendered. Commencing on the effective date of this prospectus through the acquisition of a target business, we will pay Grand Cru Management, LLC, an affiliate of Robert J. Hanks and David A.R. Dullum, a fee of $7,500 per month for providing us with certain limited administrative, technology and secretarial services, as well as the use of certain limited office space, including a conference room, in Boston, Massachusetts. However, this arrangement is solely for our benefit and is not intended to provide Robert J. Hanks and David A.R. Dullum compensation in lieu of a salary. No other executive officer or director has a relationship with or interest in Grand Cru Management, LLC.

        Other than this $7,500 per month fee, no compensation of any kind, including finder's and consulting fees, will be paid to any of our initial stockholders, our officers or directors, or any of their respective affiliates, for services rendered prior to or in connection with a business combination. However, our initial stockholders 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 none of our directors are deemed "independent,"

41

we will not have the benefit of independent directors examining the propriety of expenses incurred on our behalf and subject to reimbursement.

        It is expected that our current management will not participate as executive officers of a target company. Following an acquisition, an officer or director who serves the resulting entity as a director or in an advisory capacity, may receive compensation for his post-acquisition services.

Conflicts of Interest

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

•

None of our officers and directors are 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 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 if a business combination is successfully completed, and may own warrants which will expire worthless if a business combination is not consummated, 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, completing a business combination on a timely basis and securing the release of their stock.



•

Following an acquisition, an officer or director who serves the resulting entity as a director or in an advisory capacity may receive compensation for his post-acquisition activities. This could influence such individuals's motivation in advising our company in selecting and completing an acquisition.

        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, all of our officers have agreed, until the earlier of a business combination, our liquidation

42

and such time as he ceases to be an officer, 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 he might have. In particular, the pre-existing fiduciary obligations that Mr. Hanks might have, include, but are not limited to, his obligations to present business opportunities to Solar Cosmetic Labs, Inc. or Elmet Technologies, Inc. The pre-existing fiduciary obligations that Mr. Dullum might have, include, but are not limited to, his obligations to present business opportunities to Gladstone Capital Corp., Gladstone Commercial Corp. or Gladstone Investment Corp. Mr. Hanks and Mr. Dullum do not believe any of their pre-existing fiduciary obligations would, in practice, conflict with their obligations to the Company.

        In connection with the vote required for any business combination, all of our initial 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, as well as any shares of common stock acquired in connection with or following 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. In addition, they have agreed to waive their respective rights to participate in any liquidation distribution but only with respect to those shares of common stock acquired by them prior to this offering.

        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 initial 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. In the event we obtain such an opinion, we will file it with the Securities and Exchange Commission together with the investment banker's consent.

43

PRINCIPAL STOCKHOLDERS

        The following table sets forth information regarding the beneficial ownership of our common stock as of March     , 2006, and as adjusted to reflect the sale of our common stock included in the units offered by this prospectus (assuming they do not purchase 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
	Amount and Nature of Beneficial Ownership
Name and Address of Beneficial Owner(1)		Before Offering		After Offering(2)
Robert J. Hanks(3)	712,500	28.5	%	5.7	%
David A.R. Dullum(4)	712,500	28.5	%	5.7	%
John Carson	375,000	15.0	%	3.0	%
Todd A. Fitzpatrick	200,000	8.0	%	1.6	%
Christopher R. Young	200,000	8.0	%	1.6	%
Timothy J. Durkin(5)	50,000	2.0	%	*
William E. Mahoney	50,000	2.0	%	*
All directors and officers as a group (7 individuals)(3)(4)(5)	2,275,000	91.0	%	18.2	%

*

less than one percent.

(1)

The business address of each person is One Boston Place, Suite 3630, Boston, Massachusetts 02108.

(2)

Does not reflect the ownership of warrants purchased by certain of the initial stockholders in the warrant placement, which are not exercisable until the later of one year from the date of this prospectus or the consummation of a business acquisition.

(3)

Includes 687,500 shares held individually by Mr. Hanks and 25,000 shares held by Grand Cru Management, LLC, with respect to which Mr. Hanks possesses shared voting and dispositive power.

(4)

Includes 687,500 shares held individually by Mr. Dullum and 25,000 shares held by Grand Cru Management, LLC, with respect to which Mr. Dullum possesses shared voting and dispositive power.

(5)

Includes 50,000 shares held individually by Mr. Durkin. Does not include 100,000 shares held of record by Latona Associates Fund I, LLC, an investment fund of which Mr. Durkin serves as an officer of the manager.

        Immediately after this offering, our initial 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 initial stockholders may be able to effectively

44

exercise control over all matters requiring approval by our stockholders, including the election of directors and approval of significant corporate transactions other than approval of 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 Continental Stock Transfer & Trust Company, as escrow agent, until, subject to certain limited exceptions (each of which requires that the shares remain in escrow for the required period), six months after 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, trusts established for their benefit, or to affiliated companies, 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 initial stockholders will receive any portion of the liquidation proceeds with respect to common stock owned by them prior to the date of this prospectus.

        Certain of our initial stockholders have purchased an aggregate of 2,000,000 warrants at a price of $0.65 per warrant in a warrant placement that occurred on the date of this prospectus. The warrants and the shares underlying the warrants may not be sold, assigned or transferred until we consummate a business combination. These warrants are subject to a lock-up on transferability until we complete a business combination.

45

CERTAIN TRANSACTIONS

        As of June 22, 2005, we issued 2,500,000 shares of our common stock to the parties set forth below for $25,000 in cash, at an average purchase price of $0.01 per share, as follows:

Name	Number of Shares	Relationship to us
Robert J. Hanks	750,000	Chief Executive Officer and Treasurer
David A.R. Dullum	750,000	President, Secretary and Director
Grand Cru Management, LLC	975,000	Principal stockholder and affiliate of management
Timothy J. Durkin	25,000	Director

        In July and August 2005, Grand Cru Management LLC subsequently sold 750,000 of its shares of common stock including to certain officers, directors, special advisors and other accredited investors in private sales as follows:

Todd A. Fitzpatrick	200,000
Christopher R. Young	200,000
Timothy J. Durkin	25,000
John Carson	50,000
William E. Mahoney	50,000
John I. Jellinek	25,000
Stephen Gray	25,000
Thomas Bullock	25,000
Latona Associates Fund I, LLC	100,000
Frank H. Jellinek, Jr.	50,000

        In February 2006, Grand Cru Management, LLC sold 200,000 shares to John Carson, our Chairman of the Board. In addition, Mr. Hanks and Mr. Dullum each sold 62,500 shares to Mr. Carson in private sales. The shares held by the estate of Frank H. Jellinek, Jr. were assigned to a limited liability company controlled by John I. Jellinek in March 2006.

        Certain of our initial stockholders will purchase 2,000,000 warrants at $0.65 per warrant on the date of this prospectus.

        All shares of common stock outstanding prior to this offering will be placed into an escrow account with Continental Stock Transfer & Trust Company and with certain limited exceptions will not be tradeable until six months after the consummation of a business combination.

        The holders of the majority of the shares outstanding prior to this offering will be entitled to make up to two demands that we 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. 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.

        Grand Cru Management, LLC, an affiliate of Robert J. Hanks and David A.R. Dullum, has agreed that, commencing on the effective date of this prospectus through the acquisition of a target business, it will make available to us certain limited administrative, technology and secretarial services, as well as the use of certain limited office space, including a conference room, in Boston, Massachusetts, as we may require from time to time. We have agreed to pay Grand Cru Management, LLC $7,500 per month for these services. Robert J. Hanks and David A.R. Dullum each own 50% of Grand Cru Management, LLC and, as a result, will benefit from the transaction to the extent of their interest in or

46

position with Grand Cru Management, LLC. Grand Cru Management, LLC is subleasing space from NEGF Advisory Company, Inc., of which Mr. Hanks and Mr. Dullum are principals.

        These arrangements are solely for our benefit and are not intended to provide Robert J. Hanks and David A.R. Dullum compensation in lieu of a salary. We believe, based on rents and fees for similar services in the Boston, Massachusetts area, that the fee charged by Grand Cru Management, LLC (and paid by Grand Cru Management, LLC to NEGF Advisory Company, Inc.) is at least as favorable as we could have obtained from an unaffiliated person. However, we have not had the benefit of disinterested directors approving this transaction.

        Robert J. Hanks and David A.R. Dullum advanced a total of $75,000, on a non-interest bearing basis, to us as of the date of this prospectus to cover expenses related to this offering. The advances will be payable on the earlier of June 15, 2006 and the consummation of this offering. We intend to repay these advances from the proceeds of this offering not being placed in trust. Upon the consummation of this offering, Grand Cru Management, LLC, an affiliate of Mr. Hanks and Mr. Dullum will loan an additional $150,000 to us which will be deposited in the trust account. The loan bears interest at a rate of 4% per year and will be solely repaid out of the interest earned on the escrowed funds.

        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 $7,500 per-month administrative fee and reimbursable out-of-pocket expenses payable to our officers and directors, no compensation or fees of any kind, including finder's and consulting fees, will be paid to any of our initial 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.

        Mr. Dullum and Mr. Hanks are deemed to be our "promoters" as such terms is defined under the federal securities laws.

47

DESCRIPTION OF SECURITIES

General

        We are authorized to issue 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. As of the date of this prospectus, 2,500,000 shares of common stock are outstanding, held by twelve record holders. No shares of preferred stock are currently outstanding.

Units

        Each unit consists of one share of common stock and two warrants. Each warrant entitles the holder to purchase one share of common stock. The common stock and warrants will begin to trade separately on the 90th day after the date of this prospectus unless Ferris, Baker Watts, Incorporated 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 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. 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 Current Report on 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. In connection with the vote required for any business combination, all of our initial 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. Additionally, our initial 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.

        Our board of directors consists of five directors who shall serve until the next annual meeting of stockholders and until his successor is elected and qualified. 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 account, inclusive of any interest, and any net assets remaining available for distribution to them after payment of liabilities. Our initial stockholders have agreed to waive their rights to share in any distribution with respect to common stock owned by them prior to the offering if we are forced to liquidate.

        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 account 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 account still have the right to exercise the warrants that they received as part of the units.

48

Preferred Stock

        Our certificate of incorporation, as amended, 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 account, 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

        In addition to the 20,000,000 warrants comprising a portion of the units to be sold pursuant to this offering, we will issue 2,000,000 warrants in the warrant placement to certain of our existing stockholders in conjunction with this offering. Each warrant entitles the registered holder to purchase one share of our common stock at a price of $5.00 per share, subject to adjustment as discussed below, at any time commencing on the later of:

•

the completion of a business combination; and



•

one year from the date of this prospectus.

        The warrants will expire five years from the date of this prospectus at 5:00 p.m., New York City local time or earlier upon redemption.

        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 reported last sale price of the common stock equals or exceeds $8.50 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.

        The warrants will be issued in registered form under a warrant agreement between Continental 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

49

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 or down to the nearest whole number the number of shares of common stock to be issued to the warrant holder.

Purchase Option

        We have agreed to sell to Ferris, Baker Watts, Incorporated an option to purchase up to a total of 500,000 units at a per unit price of $7.50 (125% of the price of the units sold in the offering). The units issuable upon exercise of this option are identical to those offered by this prospectus except that the warrants included in the option have an exercise price of $6.25 (125% of the exercise price of the warrants included in the units sold in the offering) and will have a cashless exercise provision. 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 current 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 Continental Stock Transfer & Trust Company, 17 Battery Place, New York, New York 10004.

Shares Eligible for Future Sale

        Immediately after this offering, we will have 12,500,000 shares of common stock outstanding, or 14,000,000 shares if the underwriters' over-allotment option is exercised in full. Of these shares, the 10,000,000 shares sold in this offering, or 11,500,000 shares if the over-allotment option is exercised, 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

50

of the remaining 2,500,000 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 that date which is one year from the date of this prospectus. In addition, all of those shares have been placed in escrow and will not be transferable prior to that date which is six months following the consummation of a business combination and will only be released prior to that date subject to certain limited exceptions.

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 125,000 shares immediately after this offering (or 140,000 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.

Availability of Rule 144 to Resales of Stock of Blank Check Companies

        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, Rule 144 may not be available for the resale of those securities despite technical compliance with the requirements of Rule 144, in which event the resale transactions would need to be made through a registered offering.

Registration Rights

        The holders of our 2,500,000 issued and outstanding shares of common stock on the date of this prospectus, as well as the 2,000,000 shares of common stock issuable upon exercise of the warrants sold in the warrant placement, 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 make up to two demands that we 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. All of the above stockholders also 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.

51

Delaware Anti-Takeover Law

        We are subject to the provisions of Section 203 of the Delaware General Corporation Law regulating corporate takeovers. This section prevents certain Delaware corporations, under certain circumstances, from engaging in a "business combination" with:

•

a stockholder who owns 15% or more of our outstanding voting stock (otherwise known as an "interested stockholder");



•

an affiliate of an interested stockholder; or



•

an associate of an interested stockholder,

for three years following the date that the stockholder became an interested stockholder. A "business combination" includes a merger or sale of more than 10% of our assets. However the above provisions of Section 203 do not apply if:

•

our board of directors approves the transaction that made the stockholder an "interested stockholder," prior to the date of the transaction;



•

after the completion of the transaction that resulted in the stockholder becoming an interested stockholder, that stockholder owned at least 85% of our voting stock outstanding at the time the transaction commenced, other than statutorily excluded shares; or



•

on or subsequent to the date of the transaction, the business combination is approved by our board of directors and authorized at a meeting of our stockholders, and not by written consent, by an affirmative vote of at least two-thirds of the outstanding voting stock not owned by the interested stockholder.

        This statute could prohibit or delay mergers or other change in control attempts, and thus may discourage attempts to acquire us.

52

UNDERWRITING

        Subject to the terms and conditions of an underwriting agreement dated    , 2006, each of the underwriters named below has agreed to purchase from us the number of units indicated in the following table. Ferris, Baker Watts, Incorporated is acting as the lead underwriter of this offering.

Underwriter	Number of Units
Ferris, Baker Watts, Incorporated
Ladenburg Thalmann & Co. Inc.
Brean Murray, Carret & Co.
Total	10,000,000

        This offering will be underwritten on a firm commitment basis. The underwriters propose to offer units, comprised of one share of common stock and two warrants, directly to the public at the public offering price set forth on the cover page of this prospectus. Any units sold by the underwriters to securities dealers will be sold at the public offering price less a selling concession not in excess of $                      per share. The underwriters may allow, and these selected dealers may re-allow, a concession of not more than $                       per share to other brokers and dealers. After the units are released for sale to the public, the offering price and other selling terms may, from time to time, be changed by the lead underwriter.

        The underwriters' obligation to purchase units is subject to conditions contained in the underwriting agreement. Each underwriter is severally obligated to purchase all of the units that it has agreed to purchase under the underwriting agreement, other than those covered by the over-allotment option, if it purchases any units. The offering of the units are made for delivery when, as and if accepted by the underwriters and subject to prior sale and to withdrawal, cancellation and modification of the offering without notice. The underwriters reserve the right to reject any order for the purchase of units.

        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 the full exercise, as applicable, by the underwriters of their over-allotment option. This information further assumes full payment of the underwriters' discount and non-accountable expense allowance out of the gross proceeds of the proposed offering.

	Per unit		Total, With No Exercise of Over- allotment Option		Total, With Full Exercise of Over- allotment Option
Public offering price	$	6.000	$	60,000,000	$	69,000,000
Underwriting discount(1)		0.300		3,000,000		3,450,000
Non-accountable expense allowance(1)(2)		0.135		1,350,000		1,350,000
Proceeds before expenses(2)(3)	$	5.565	$	55,650,000	$	64,200,000

(1)

The underwriters have agreed to defer their non-accountable expense allowance of $1,350,000 until the consummation of our initial business combination. Upon the consummation of our initial business combination, this deferred non-accountable expense allowance equal to 2.25% of the gross proceeds of this offering (excluding the proceeds from the exercise of the over-allotment option), or approximately $1,350,000 ($0.135 per unit) will be paid to Ferris, Baker Watts, Incorporated, the lead underwriter, less a pro-rata portion of the funds paid to stockholders exercising their conversion option. The underwriters have agreed to forfeit any rights to, or claims against, such proceeds if we do not complete a business combination within the time period described in this prospectus.

53

(2)

The 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 approximately $650,000.

        We have agreed to pay the expenses incurred by Ferris, Baker Watts, Incorporated in connection with its services as lead underwriter.

        Upon consummation of our initial business combination, the underwriters will be entitled to receive that portion of the proceeds attributable to the underwriters' non-accountable expense allowance held in the trust account and any accrued interest thereon. In the event that we are unable to consummate a business combination and the trustee is required to liquidate the trust account, the underwriters have agreed that: (i) they will forfeit any rights to or claims against these proceeds and any accrued interest thereon; and (ii) these proceeds will be distributed on a pro-rata basis among the public shareholders along with any accrued interest thereon.

Over-allotment Option

        We have granted to the underwriters an option, exercisable not later than 45 days after the date of this prospectus, to purchase up to 1,500,000 additional units at the public offering price, less the underwriting discount, set forth on the cover page of this prospectus. The underwriters may exercise the option solely to cover over-allotments, if any, made in connection with this offering. If any additional units are purchased pursuant to the option, the lead underwriter will offer the additional units on the same terms as those on which the other units are being offered hereby.

Purchase Option

        We have agreed to sell to Ferris, Baker Watts, Inc., for $100, an option to purchase up to a total of 500,000 units. The units issuable upon exercise of this option are identical to those offered by this prospectus except that the warrants included in the units have an exercise price of $6.25 (125% of the exercise price of the warrants included in the units sold in the offering). This option is exercisable at $7.50 per unit (125% of the price of the units sold in the offering) commencing 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 purchase option and the 500,000 units, the 500,000 shares of common stock and the 1,000,000 warrants underlying such units, and the 1,000,000 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. Accordingly, the option may not be sold, during the offering or sold, transferred, assigned, pledged or hypothecated, or be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the securities by any person for a one year period (including the foregoing 180-day period) following the date of this prospectus. However, the purchase option may be transferred to any underwriter and selected dealer participating in the offering and their bona fide officers or partners.

        Although the purchase option and its underlying securities have been registered under the registration statement of which this prospectus forms a part of, the purchase 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 1933 of the securities directly and indirectly issuable upon exercise of the purchase 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 purchase option may be adjusted in certain circumstances including in the event of a stock dividend, or our recapitalization, reorganization, merger or consolidation. However, the purchase option will not be adjusted for issuances of common stock at a price below its exercise price.

54

        The sale of the option will be accounted for as an equity transaction. Accordingly, there will be no net impact on our financial position or results of operations, except for the recording of the $100 proceeds from the sale. We have determined, based upon a Black-Scholes model, that the fair value of the option on the date of sale would be approximately $501,578, using an expected life of five years, volatility of 18.47% and a risk-free interest rate of 4.635%. However, because our units do not have a trading history, the volatility assumption is based on information currently available to management. In order to estimate the value of the option, we considered a basket of companies with similar capitalization sizes that trade in the U.S. We believe this is a reasonable benchmark to use in estimating the expected volatility for our common stock. Utilizing a higher volatility would have had the effect of increasing the implied value of the option.

Indemnification

        We have agreed to indemnify the underwriters against certain liabilities, including civil liabilities under the Securities Act, or to contribute to payments the underwriters may required to make in respect of any of these liabilities.

Escrow Agreement

        Each of our initial stockholders has agreed to deposit all of his shares into an escrow account maintained by Continental Stock Transfer and Trust Company, acting as escrow agent. Subject to certain limited exceptions (each of which requires that the shares remain in escrow for the required period), these shares will not be transferable during the escrow period and will not be released until six months after the consummation of a business combination.

Stabilization, Short Positions and Penalty Bids

        In connection with the offering, the underwriters may engage in over-allotment, syndicate covering transactions, stabilizing transactions and penalty bids or purchases for the purpose of stabilizing, maintaining or otherwise affecting the price of our units.

        These syndicate covering transactions, stabilizing transactions and penalty bids may have the effect of raising or maintaining the market price of our units above that which might otherwise prevail in the open market or preventing or retarding a decline in the market price of our units. The imposition of a penalty bid may also affect the price of the units to the extent that it discourages resales. These transactions may be effected on the American Stock Exchange, in the over-the-counter market or on any trading market, and if any of these transactions are commenced, they may be discontinued without notice at any time.

        Neither we nor the underwriters make any representation or prediction as to the magnitude or effect of any such transaction. In addition, neither we nor the underwriters make any representation that the underwriters will engage in these stabilizing transactions or that any transaction, once commenced, will not be discontinued without notice.

Pricing of the Offering

        Prior to this offering, there has been no public market for our units. Consequently, the initial public offering price for our units has been determined by negotiations between us and Ferris, Baker Watts, Incorporated. Among the primary factors considered in determining the initial public offering price were:

•

prevailing market and economic conditions;



•

our capital structure;

55

•

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;



•

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 underwriter is unable to compare our financial results and prospects with those of public companies operating in the same industry.

        Our units are not publicly traded. Accordingly, there is no current active trading market for our units. Consequently, we cannot assure or guarantee that an active trading market for our units will develop or that, if developed, will continue. An active and orderly trading market will depend on the existence, and individual decisions, of willing buyers and sellers at any given time. We will not have any control over these factors. If an active trading market does not develop or is sporadic, this may hurt the market value of our units and make it difficult to buy or sell units on short notice. We cannot assure you that if you purchase units in the offering you will later be able to sell it at or above the purchase price.

Other Terms

        We have granted Ferris, Baker Watts, Incorporated the right to have its designee present at all meetings of our board of directors from the date of this prospectus until the consummation of a business combination. The designee (who need not be the same individual from meeting to meeting) will be entitled to receive the same notices and communications sent by us to our directors and to attend directors' meetings, but will have no voting rights. Ferris, Baker Watts, Incorporated has not named a designee as of the date of this prospectus.

Listing of Units, Shares of Common Stock, and Warrants

        We have applied to have the Units, shares of Common Stock, and Warrants listed on the American Stock Exchange under the following symbols:

Units:	"HAC.U"
Common Stock:	"HAC"
Warrants:	"HAC.WS"

LEGAL MATTERS

        The validity of the securities offered in this prospectus is being passed upon for us by Davis, Malm & D'Agostine, P.C., Boston, Massachusetts. Venable LLP, Vienna, Virginia, 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 Goldstein Golub Kessler LLP, 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

56

the report of Goldstein Golub Kessler LLP are included in reliance upon their report given upon the authority of Goldstein Golub Kessler 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 100 F Street, N.E., Room 1580, Washington, D.C. 20549-0102. 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.

57

INDEX TO FINANCIAL STATEMENTS

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	F-2
BALANCE SHEET	F-3
STATEMENT OF OPERATIONS	F-4
STATEMENT OF 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
Harbor Acquisition Corporation

We have audited the accompanying balance sheet of Harbor Acquisition Corporation (a development stage company) as of December 31, 2005, and the related statements of operations, stockholders' equity and cash flows for the period from June 20, 2005 (inception) to December 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. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Harbor Acquisition Corporation as of December 31, 2005, and the results of its operations and its cash flows for the period from June 20, 2005 (inception) to December 31, 2005 in conformity with United States generally accepted accounting principles.

The accompanying financial statements have been prepared assuming Harbor Acquisition Corporation will continue as a going concern. The Company has a net loss, working capital deficiency and has no operations. This raises substantial doubt about the Company's ability to continue as a going concern. As discussed in Note 2, the Company is in the process of raising capital through a Proposed Offering. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ GOLDSTEIN GOLUB KESSLER LLP

GOLDSTEIN GOLUB KESSLER LLP
New York, New York

March 23, 2006

F-2

Harbor Acquisition Corporation

(A Development Stage Company)

Balance Sheet

As of December 31, 2005

Assets
Current Assets
Cash	$	6,654
Total Current Assets		6,654
Deferred Offering Costs		303,509
Total Assets	$	310,163
Liabilities And Stockholders' Equity
Liabilities
Accrued Expenses	$	215,000
Notes Payable, Stockholders		75,000
Total Liabilities		290,000
Commitment
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; 2,500,000 shares issued and outstanding		250
Additional Paid-in Capital		24,750
Deficit accumulated during the development stage		(4,837	)
Total Stockholders' Equity		20,163
Total Liabilities and Stockholders' Equity	$	310,163

The accompanying notes should be read in conjunction with the financial statements.

F-3

Harbor Acquisition Corporation

(A Development Stage Company)

Statement of Operations

Period from June 20, 2005 (inception) to December 31, 2005

Interest Income	$	163
Operating Expenses
General & Administrative	$	5,000
Net Loss	$	(4,837	)
Loss per Share—basic and fully diluted	$	(0.00	)
Weighted Average number of common shares outstanding—basic and diluted		2,500,000

The accompanying notes should be read in conjunction with the financial statements.

F-4

Harbor Acquisition Corporation

(A Development Stage Company)

Statement of Stockholders' Equity

Period from June 20, 2005 (inception) to December 31, 2005

	Common Stock
				Additional Paid-in Capital		Deficit Accumulated During the Development Stage
	Shares	Amount							Total
Stock issued June 22, 2005 at $.01 per share	2,500,000	$	250	$	24,750				$	25,000
Net Loss						$	(4,837	)	$	(4,837	)
Balance at December 31, 2005	2,500,000	$	250	$	24,750	$	(4,837	)	$	20,163

The accompanying notes should be read in conjunction with the financial statements.

F-5

Harbor Acquisition Corporation

(A Development Stage Company)

Statement of Cash Flows

Period from June 20, 2005 (inception) to December 31, 2005

Cash Flows From Operating Activities
Net Loss	$	(4,837	)
Change in Accrued Expenses		5,000
Net Cash Provided By Operating Activities		163
Cash Flows From Financing Activities
Proceeds from sale of stock		25,000
Proceeds from advances from Stockholders		75,000
Payment of offering costs		(93,509	)
Net Cash provided by Financing Activities		6,491
Net Change in Cash and Cash at end of period	$	6,654
Supplemental schedule of non-cash financing activity:
Accrual of offering costs	$	210,000

The accompanying notes should be read in conjunction with the financial statements.

F-6

Harbor Acquisition Corporation
(A Development Stage Company)

Notes to Financial Statements

1.     Organization, Business Operations and Significant Accounting Policies

        Harbor Acquisition Corporation (the "Company") was incorporated in Delaware on June 20, 2005 as a blank check company whose objective is to acquire an operating business.

        At December 31,, 2005, the Company had not yet commenced any operations. All activity through December 31, 2005 relates to the Company's formation and the proposed public offering described below. The Company has selected December 31 as its fiscal year-end.

        The Company's ability to commence operations is contingent upon obtaining adequate financial resources through a proposed public offering of up to 10,000,000 units ("Units") which is discussed in Note 2 ("Proposed Offering"). This factor raises substantial doubt about the Company's ability to continue as a going concern. The accompanying financial statements are prepared assuming the Company will continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. The Company's management has broad discretion with respect to the specific application of the net proceeds of this Proposed Offering, although substantially all of the net proceeds of this Proposed Offering are intended to be generally applied toward consummating a business combination with an operating business ("Business Combination"). Furthermore, there is no assurance that the Company will be able to successfully effect a Business Combination. Upon the closing of the Proposed Offering, management has agreed that at least $5.78 per Unit sold in the Proposed Offering will be held in a trust account ("Trust Account") and invested in government securities until the earlier of (i) the consummation of its first Business Combination and (ii) liquidation of the Company. The placing of funds in the Trust Account may not protect those funds from third party claims against the Company. Although the Company will seek to have all vendors, prospective target businesses or other entities it engages, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to any monies held in the Trust Account, there is no guarantee that they will execute such agreements. Certain of the Company's directors have severally agreed that they will be personally liable under certain circumstances to ensure that the proceeds in the Trust Account are not reduced by the claims of target businesses or vendors or other entities that are owed money by the Company for services rendered, contracted for or products sold to the Company. However, there can be no assurance that the directors will be able to satisfy those obligations. The remaining net proceeds (not held in the Trust Account) may be used to pay for business, legal and accounting due diligence on prospective acquisitions and continuing general and administrative expenses. The Company, after signing a definitive agreement for the acquisition of a target business, is required to submit such transaction for stockholder approval. In the event that stockholders owning 20% or more of the shares sold in the Proposed Offering vote against the Business Combination and exercise their conversion rights described below, the Business Combination will not be consummated. All of the Company's stockholders prior to the Proposed Offering, including all of the officers and directors of the Company ("Initial Stockholders"), have agreed to vote their 2,500,000 founding shares of common stock, as well as any shares of common stock acquired in connection with or following the Proposed Offering, in accordance with the vote of the majority in interest of all other stockholders of the Company ("Public Stockholders") with respect to any Business Combination. After consummation of a Business Combination, these voting safeguards will no longer be applicable.

        With respect to a Business Combination which is approved and consummated, any Public Stockholder who voted against the Business Combination may demand that the Company convert his or her shares. The per share conversion price will equal the amount in the Trust Account, calculated as of two business days prior to the consummation of the proposed Business Combination (net of the underwriters' deferred non-accountable expense allowance described in Note 2), divided by the number

F-7

of shares of common stock held by Public Stockholders at the consummation of the Proposed Offering. Accordingly, Public Stockholders holding 19.99% of the aggregate number of shares owned by all Public Stockholders may seek conversion of their shares in the event of a Business Combination. Such Public Stockholders are entitled to receive their per share interest in the Trust Account (subject to distributions for working capital and amounts paid or accrued for taxes) computed without regard to the shares held by Initial Stockholders.

        The Company's Certificate of Incorporation provides for mandatory liquidation of the Company in the event that the Company does not consummate a Business Combination within 18 months from the date of the consummation of the Proposed Offering, or 24 months from the consummation of the Proposed Offering if certain extension criteria have been satisfied. In the event of liquidation, it is likely that the per share value of the residual assets remaining available for distribution (including Trust Fund assets) will be less than the initial public offering price per share in the Proposed Offering (assuming no value is attributed to the Warrants contained in the Units to be offered in the Proposed Offering discussed in Note 2).

        Deferred income taxes are provided for the differences between the bases of assets and liabilities for financial reporting and income tax purposes. A valuation allowance is established when necessary to reduce deferred tax assets to the amount expected to be realized.

        The Company recorded a deferred income tax asset for the tax effect of net operating loss carryforwards and temporary differences, aggregating approximately $2,000. In recognition of the uncertainty regarding the ultimate amount of income tax benefits to be derived, the Company has recorded a full valuation allowance at December 31, 2005.

        The effective tax rate differs from the statutory rate of 34% due to the increase in the valuation allowance.

        Loss per share is computed by dividing net loss by the weighted-average number of shares of common stock outstanding during the period.

        The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates.

        Management does not believe that any recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statements.

2.     Proposed Public Offering: Value of Unit Purchase Option

        The Proposed Offering calls for the Company to offer for public sale up to 10,000,000 Units at a proposed offering price of $6.00 per Unit (plus up to an additional 1,500,000 units solely to cover over-allotments, if any). Each Unit consists of one share of the Company's common stock and two Redeemable Common Stock Purchase Warrants ("Warrants"). Each Warrant will entitle the holder to purchase from the Company one share of common stock at an exercise price of $5.00 commencing the later of the completion of a Business Combination and one year from the effective date of the Proposed Offering and expiring five years from the effective date of the Proposed Offering. The Company may redeem the Warrants at a price of $.01 per Warrant upon 30 days' notice after the Warrants become exercisable, only in the event that the last sale price of the common stock is at least $8.50 per share for any 20 trading days within a 30 trading day period ending on the third day prior to

F-8

the date on which notice of redemption is given. The Company will pay the underwriters in the Proposed Offering an underwriting discount of 5.0%, and a non-accountable expense allowance of 2.25% of the gross proceeds of the proposed offering. The non-accountable expense allowance will be held in the Trust Account and payable only upon the consummation of a business combination.

        In addition, the Company has agreed to sell to Ferris Baker, Watts, Inc. for $100, an option to purchase up to a total of 500,000 Units. The Units that would be issued upon exercise of this option are identical to those offered by this prospectus, except that each of the Warrants underlying this option entitles the holder to purchase one share of the Company's common stock at a price of $6.25. This Underwriter's Purchase Option (UPO) is exercisable at $7.50 per Unit at the latter of one year from the effective date, or the consummation of a business combination. The UPO has a life of five years from the effective date.

        The sale of the option will be accounted for as an equity transaction. Accordingly, there will be no net impact on the Company's financial position or results of operations, except for the recording of the $100 proceeds from the sale. The Company has determined, based upon a Black-Scholes model, that the fair value of the option on the date of sale would be approximately $501,578 using an expected life of five years, volatility of 18.47% and a risk-free interest rate of 4.635%.

        The Company has no trading history, as such it is not possible to value the UPO based on historical trades. In order to estimate the value of the UPO the Company considered a basket of companies with market capitalizations similar to the market capitalization of the Company anticipated immediately following the offering. The average volatility of the representative companies was calculated to be 18.47%. Management believes that this volatility is a reasonable benchmark to use in estimating the value of the UPO. The actual volatility of the Unit will depend on many factors that cannot be ascertained at this time.

3.     Deferred Offering Costs

        Deferred offering costs consist principally of legal and accounting fees incurred through the balance sheet date that are directly related to the Proposed Offering and that will be charged to Stockholders' equity upon the receipt of the capital raised.

4.     Notes Payable, Stockholders

        The Company issued an aggregate of $75,000 unsecured promissory notes to two of its Initial Stockholders on June 22, 2005. The notes are non-interest bearing and are payable on the earlier of June 15, 2006 or the consummation of the Proposed Offering. Due to the short-term nature of the notes, the fair value of the notes approximates its carrying amount.

5.     Commitments and Related Party Transactions

        The Company presently occupies office space provided by an affiliate of several of the Initial Stockholders. Such affiliate has agreed that, until the Company consummates a Business Combination, it will make such office space, as well as certain office and secretarial services, available to the Company, as may be required by the Company from time to time. The Company has agreed to pay such affiliate $7,500 per month for such services commencing on the effective date of the Proposed Offering.

F-9

        Pursuant to letter agreements dated June 22, 2005 with the Company and the Representative, the Initial Stockholders have waived their right to receive distributions with respect to their founding shares upon the Company's liquidation.

6.     Subsequent Events—unaudited

        The Initial Stockholders have agreed to purchase 2,000,000 warrants at a purchase price of $0.65 per warrant, in a warrant placement to be completed in conjunction with the offering.

        The Initial Stockholders will be entitled to registration rights with respect to their founding shares pursuant to an agreement to be signed prior to or on the effective date of the Proposed Offering. The holders of the majority of these shares are entitled to make up to two demands that the Company register these shares at any time commencing three months prior to the third anniversary of the effective date of the Proposed Offering. In addition, the Initial Stockholders have certain "piggy-back" registration rights on registration statements filed subsequent to the third anniversary of the effective date of the Proposed Offering.

        Upon the consummation of the Proposed Offering, a shareholder of the Company will loan the Company $150,000. The loan will bear interest at 4% per annum and will be paid from the interest on the amounts in the Trust Fund.

7.     Preferred Stock

        The Company is authorized to issue 1,000,000 shares of preferred stock with such designations, voting and other rights and preferences as may be determined from time to time by the Board of Directors.

F-10

        Until            , 2006, 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 representation 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.

TABLE OF CONTENTS

Prospectus Summary	1
The Offering	3
Summary Financial Data	8
Risk Factors	9
Forward-Looking Statements	19
Use of Proceeds	20
Dilution	23
Dividend Policy	24
Capitalization	24
Management's Discussion and Analysis of Financial Condition and Results of Operations	25
Proposed Business	27
Management	38
Principal Stockholders	44
Certain Transactions	46
Description of Securities	48
Underwriting	53
Legal Matters	56
Experts	56
Where You Can Find Additional Information	57
Index to Financial Statements	F-1

PROSPECTUS

HARBOR ACQUISITION
CORPORATION

10,000,000 Units

Ferris, Baker Watts
Incorporated

Ladenburg Thalmann & Co. Inc.

Brean Murray, Carret & Co.

____________, 2006

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

        The estimated expenses payable by us in connection with the offering described in this registration statement (other than the underwriting discount and commissions) will be as follows:

Initial trustees' fee	$	1,000	(1)
SEC registration fee	$	24,043
NASD filing fee	$	18,500
Accounting fees and expenses	$	29,000
Printing and engraving expenses	$	80,000
Legal fees and expenses	$	400,000
AMEX Listing Fee		85,000
Miscellaneous	$	12,457	(2)
Total	$	650,000

(1)

In addition to the initial acceptance fee that is charged by Continental Stock Transfer & Trust Company, as trustee, the registrant will be required to pay to Continental Stock Transfer & Trust Company annual fees of $3,000 for acting as trustee, $4,800 for acting as transfer agent of the registrant's common stock, $2,400 for acting as warrant agent for the registrant's warrants and $2,400 for acting as escrow agent.

(2)

This amount represents additional expenses that may be incurred by the Company in connection with the offering over and above those specifically listed above, including distribution and mailing costs.

ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

        Our certificate of incorporation provides that all directors, officers, employees and agents of the registrant shall be entitled to be indemnified by us to the fullest extent permitted by Section 145 of the Delaware General Corporation Law.

        "Section 145 of the Delaware General Corporation Law concerning indemnification of officers, directors, employees and agents is set forth below.

        "Section 145. Indemnification of officers, directors, employees and agents; insurance.

(a)

A corporation shall have power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit or proceeding if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe the person's conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the

II-1

person did not act in good faith and in a manner which the person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that the person's conduct was unlawful.

(b)

A corporation shall have power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys' fees) actually and reasonably incurred by the person in connection with the defense or settlement of such action or suit if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.



(c)

To the extent that a present or former director or officer of a corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in subsections (a) and (b) of this section, or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by such person in connection therewith.



(d)

Any indemnification under subsections (a) and (b) of this section (unless ordered by a court) shall be made by the corporation only as authorized in the specific case upon a determination that indemnification of the present or former director, officer, employee or agent is proper in the circumstances because the person has met the applicable standard of conduct set forth in subsections (a) and (b) of this section. Such determination shall be made, with respect to a person who is a director or officer at the time of such determination, (1) by a majority vote of the directors who are not parties to such action, suit or proceeding, even though less than a quorum, or (2) by a committee of such directors designated by majority vote of such directors, even though less than a quorum, or (3) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion, or (4) by the stockholders.



(e)

Expenses (including attorneys' fees) incurred by an officer or director in defending any civil, criminal, administrative or investigative action, suit or proceeding may be paid by the corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified by the corporation as authorized in this section. Such expenses (including attorneys' fees) incurred by former directors and officers or other employees and agents may be so paid upon such terms and conditions, if any, as the corporation deems appropriate.



(f)

The indemnification and advancement of expenses provided by, or granted pursuant to, the other subsections of this section shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under

II-2

any bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in such person's official capacity and as to action in another capacity while holding such office.

(g)

A corporation shall have power to purchase and maintain insurance on behalf of any person who is or was director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person's status as such, whether or not the corporation would have the power to indemnify such person against such liability under this section.



(h)

For purposes of this section, references to "the corporation" shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees or agents, so that any person who is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under this section with respect to the resulting or surviving corporation as such person would have with respect to such constituent corporation if its separate existence had continued.



(i)

For purposes of this section, references to "other enterprises" shall include employee benefit plans; references to "fines" shall include any excise taxes assessed on a person with respect to any employee benefit plan; and references to "serving at the request of the corporation" shall include any service as a director, officer, employee or agent of the corporation which imposes duties on, or involves services by, such director, officer, employee or agent with respect to an employee benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner such person reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner "not opposed to the best interests of the corporation" as referred to in this section.



(j)

The indemnification and advancement of expenses provided by, or granted pursuant to, this section shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.



(k)

The Court of Chancery is hereby vested with exclusive jurisdiction to hear and determine all actions for advancement of expenses or indemnification brought under this section or under any bylaw, agreement, vote of stockholders or disinterested directors, or otherwise. The Court of Chancery may summarily determine a corporation's obligation to advance expenses (including attorneys' fees)."

        Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers, and controlling persons pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment of expenses incurred or paid by a director, officer or controlling person in a successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, we will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to the court of

II-3

appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

        Article XVIII of our Certificate of Incorporation provides:

"The Corporation, to the full extent permitted by Section 145 of the GCL, as amended from time to time, shall indemnify all persons whom it may indemnify pursuant thereto. Expenses (including attorneys' fees) incurred by an officer or director in defending any civil, criminal, administrative, or investigative action, suit or proceeding for which such officer or director may be entitled to indemnification hereunder shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the Corporation as authorized hereby."

        Pursuant to the Underwriting Agreement filed as Exhibit 1.1 to this Registration Statement, we have agreed to indemnify the Underwriter and the Underwriter has agreed to indemnify us against certain civil liabilities that may be incurred in connection with this offering, including certain liabilities under the Securities Act.

ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES.

(a)

During the past three years, we sold the following shares of common stock without registration under the Securities Act:

Purchaser	Security Purchased	Amount	Date	Purchase Price Per Share
David A.R. Dullum	Common Stock	750,000	June 21, 2005	$	0.01
Robert J. Hanks	Common Stock	750,000	June 21, 2005	$	0.01
Grand Cru Management, LLC	Common Stock	975,000	June 21, 2005	$	0.01
Timothy J. Durkin	Common Stock	25,000	June 21, 2005	$	0.01

        Such shares were issued in connection with our organization pursuant to the exemption from registration contained in Section 4(2) of the Securities Act as they were sold to sophisticated, wealthy individuals. No underwriting discounts or commissions were paid with respect to such sales.

        Grand Cru Management, LLC subsequently sold 950,000 of its shares in July and August 2005 to certain officers, directors and advisors to the Company, each of whom was an accredited investor, in private sales pursuant to the exemption from registration contained in Section 4(2) of the Securities Act.

II-4

ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

(a)

The following exhibits are filed as part of this Registration Statement:

EXHIBIT NO.	DESCRIPTION
1.1	Form of Underwriting Agreement.†
1.2	Form of Selected Dealers Agreement.†
3.1	Certificate of Incorporation.*
3.2	Bylaws.*
4.1	Specimen Unit Certificate.†
4.2	Specimen Common Stock Certificate.†
4.3	Specimen Warrant Certificate.†
4.4	Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant.††
4.5	Form of Unit Purchase Option with Ferris, Baker Watts, Incorporated.††
5.1	Form of Opinion of Davis, Malm & D'Agostine, P.C.†
10.1	Form of Letter Agreement among the Registrant, Ferris, Baker Watts, Incorporated, and Robert J. Hanks.†
10.2	Form of Letter Agreement among the Registrant, Ferris, Baker Watts, Incorporated and David A.R. Dullum.†
10.3	Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Registrant.††
10.4	Form of Stock Escrow Agreement between the Registrant, Continental Stock Transfer & Trust Company and the Initial Stockholders.†
10.5	Form of Letter Agreement between Grand Cru Management, LLC and the Registrant regarding administrative support.*
10.6	Advance Agreement between the Registrant and Robert J. Hanks, dated June            , 2005.*
10.7	Advance Agreement between the Registrant and David A.R. Dullum, dated June            , 2005.*
10.8	Form of Registration Rights Agreement among the Registrant and the Initial Stockholders.†
10.9	Reserved
10.10	Form of Letter Agreement among the Registrant, Ferris, Baker Watts, Incorporated and officers and directors of the Registrant other than Messrs. Hanks and Dullum.†
10.11	Form of Letter Agreement among the Registrant, Ferris, Baker Watts, Incorporated and other Initial Stockholders.†
10.12	Form of Warrant Placement Agreement.††
23.1	Consent of Goldstein Golub Kessler LLP††
23.2	Consent of Davis, Malm & D'Agostine, P.C. (included as part of Exhibit 5.1).
24	Power of Attorney (included on signature page of this Registration Statement).*
99.1	Audit Committee Charter *
99.2	Code of Ethics *
99.3	Code of Ethics for Senior Financial Officers*

*

Filed on June 30, 2005

†

Filed on November 25, 2005

**

Filed on December 9, 2005

††

Filed herewith

II-5

ITEM 17. UNDERTAKINGS.

(a)

The undersigned registrant hereby undertakes:

(1)

To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i)

To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(ii)

To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement.

(iii)

To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

(2)

That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3)

To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b)

The undersigned hereby undertakes to provide to the underwriter at the closing specified in the underwriting agreements, certificates in such denominations and registered in such names as required by the underwriter to permit prompt delivery to each purchaser.

(c)

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

(d)

The undersigned registrant hereby undertakes that:

(1)

For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

(2)

For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

II-6

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boston, Commonwealth of Massachusetts, on the 24th day of March, 2006.

HARBOR ACQUISITION CORPORATION
By:	/s/  ROBERT J. HANKS Robert J. Hanks Chief Executive Officer

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Name	Position	Date
/s/  ROBERT J. HANKS Robert J. Hanks	Chief Executive Officer and Treasurer (Principal Executive Officer)	March 24, 2006
/s/  DAVID A.R. DULLUM* David A.R. Dullum	President, Secretary and Director	March 24, 2006
/s/  TIMOTHY J. DURKIN* Timothy J. Durkin	Director	March 24, 2006
/s/  JOHN CARSON* John Carson	Chairman of the Board of Directors	March 24, 2006
/s/  WILLIAM E. MAHONEY* William E. Mahoney	Director	March 24, 2006
/s/  TODD A. FITZPATRICK* Todd A. Fitzpatrick	Vice President and Principal Accounting Officer	March 24, 2006

*

By Robert J. Hanks, Attorney-in-Fact

II-7

QuickLinks

PROSPECTUS SUMMARY
Warrant Placement
THE OFFERING
SUMMARY FINANCIAL DATA
RISK FACTORS
Risks Related to Our Business
FORWARD-LOOKING STATEMENTS
USE OF PROCEEDS
DILUTION
DIVIDEND POLICY
CAPITALIZATION
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
PROPOSED BUSINESS
MANAGEMENT
PRINCIPAL STOCKHOLDERS
CERTAIN TRANSACTIONS
DESCRIPTION OF SECURITIES
UNDERWRITING
LEGAL MATTERS
EXPERTS
WHERE YOU CAN FIND ADDITIONAL INFORMATION
INDEX TO FINANCIAL STATEMENTS
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Harbor Acquisition Corporation (A Development Stage Company) Balance Sheet As of December 31, 2005
Harbor Acquisition Corporation (A Development Stage Company) Statement of Operations Period from June 20, 2005 (inception) to December 31, 2005
Harbor Acquisition Corporation (A Development Stage Company) Statement of Stockholders' Equity Period from June 20, 2005 (inception) to December 31, 2005
Harbor Acquisition Corporation (A Development Stage Company) Statement of Cash Flows Period from June 20, 2005 (inception) to December 31, 2005
Harbor Acquisition Corporation (A Development Stage Company) Notes to Financial Statements
PART II INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES.
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
ITEM 17. UNDERTAKINGS.

SIGNATURES

EX-4.4

                                                                     EXHIBIT 4.4

                            FORM OF WARRANT AGREEMENT

     This Agreement made as of ________ __, 2006 between Harbor Acquisition
Corporation, a Delaware corporation, with offices at One Boston Place, Boston,
Massachusetts 02108 ("COMPANY"), and Continental Stock Transfer & Trust Company,
a New York corporation, with offices at 17 Battery Place, New York, New York
10004 ("WARRANT AGENT").

     WHEREAS, the Company is engaged in a public offering ("PUBLIC OFFERING") of
Units ("UNITS") and, in connection therewith, has determined to issue and
deliver (i) up to 23,000,000 Warrants, including 3,000,000 Warrants that may be
issued to Ferris, Baker Watts, Incorporated ("FBW"), as representative of the
underwriters (the "Underwriters"), upon exercise of its over-allotment option,
to the public investors (the "Public Warrants"); (ii) up to 1,000,000 Warrants
to FBW or its designee ("Underwriters' Warrants"); and (iii) 2,000,000 Warrants
to certain of the initial stockholders of the Company in a private placement
(the "Placement Warrants") (the Public Warrants, the Underwriters' Warrants and
the Placement Warrants are herein collectively referred to as the "Warrants").
Each Warrant evidences the right of the holder thereof to purchase one share of
common stock, par value $0.0001 per share, of the Company's Common Stock
("Common Stock") for the Warrant Price described herein, subject to adjustment
as described herein; and

     WHEREAS, the Company has filed with the Securities and Exchange Commission
a Registration Statement, No. 333-126300 on Form S-1 ("REGISTRATION STATEMENT")
for the registration, under the Securities Act of 1933, as amended ("ACT") of,
among other securities, the Warrants and the Common Stock issuable upon exercise
of the Warrants; and

     WHEREAS, the Company desires the Warrant Agent to act on behalf of the
Company, and the Warrant Agent is willing to so act, in connection with the
issuance, registration, transfer, exchange, redemption and exercise of the
Warrants; and

     WHEREAS, the Company desires to provide for the form and provisions of the
Warrants, the terms upon which they shall be issued and exercised, and the
respective rights, limitation of rights, and immunities of the Company, the
Warrant Agent, and the holders of the Warrants; and

     WHEREAS, all acts and things have been done and performed which are
necessary to make the Warrants, when executed on behalf of the Company and
countersigned by or on behalf of the Warrant Agent, as provided herein, the
valid, binding and legal obligations of the Company, and to authorize the
execution and delivery of this Agreement.

     NOW, THEREFORE, in consideration of the mutual agreements herein contained,
the parties hereto agree as follows:

1.   APPOINTMENT OF WARRANT AGENT. The Company hereby appoints the Warrant Agent
to act as agent for the Company for the Warrants, and the Warrant Agent hereby
accepts such appointment and agrees to perform the same in accordance with the
terms and conditions set forth in this Agreement.

2.   WARRANTS.

     2.1  FORM OF WARRANT. Each Warrant shall be issued in registered form only,
shall be in substantially the form of EXHIBIT A hereto, the provisions of which
are incorporated herein and shall be signed by, or bear the facsimile signature
of, the Chairman of the Board, Chief Executive Officer or President, and Chief
Financial Officer, Secretary or Assistant Secretary of the Company and shall
bear a facsimile of the Company's seal. In the event the person whose facsimile
signature has been placed upon any Warrant shall have ceased to serve in the
capacity in which such person signed the Warrant before such Warrant is issued,
it may be issued with the same effect as if he or she had not ceased to be such
at the date of issuance.



     2.2  EFFECT OF COUNTERSIGNATURE. Unless and until countersigned by the
Warrant Agent pursuant to this Agreement, a Warrant shall be invalid and of no
effect and may not be exercised by the holder thereof.

     2.3  REGISTRATION.

          2.3.1  WARRANT REGISTER. The Warrant Agent shall maintain books
("WARRANT REGISTER"), for the registration of original issuance and the
registration of transfer of the Warrants. Upon the initial issuance of the
Warrants, the Warrant Agent shall issue and register the Warrants in the names
of the respective holders thereof in such denominations and otherwise in
accordance with instructions delivered to the Warrant Agent by the Company.

          2.3.2  REGISTERED HOLDER. Prior to due presentment for registration
of transfer of any Warrant, the Company and the Warrant Agent may deem and treat
the person in whose name such Warrant shall be registered upon the Warrant
Register ("REGISTERED HOLDER"), as the absolute owner of such Warrant and of
each Warrant represented thereby (notwithstanding any notation of ownership or
other writing on the Warrant Certificate made by anyone other than the Company
or the Warrant Agent), for the purpose of any exercise thereof, and for all
other purposes, and neither the Company nor the Warrant Agent shall be affected
by any notice to the contrary.

     2.4  DETACHABILITY OF WARRANTS. The securities comprising the Units will
not be separately transferable until 90 days after the date hereof unless FBW
informs the Company of its decision to allow earlier separate trading, but in no
event will FBW allow separate trading of the securities comprising the Units
until the Company files a Current Report on Form 8-K which includes an audited
balance sheet reflecting the receipt by the Company of the gross proceeds of the
Public Offering including the proceeds received by the Company from the exercise
of the Underwriter's over-allotment option, if the over-allotment option is
exercised prior to the filing of the Form 8-K.

3.   TERMS AND EXERCISE OF WARRANTS.

     3.1  WARRANT PRICE. Each Public Warrant shall, when countersigned by the
Warrant Agent, entitle the registered holder thereof, subject to the provisions
of such Warrant and of this Warrant Agreement, to purchase from the Company the
number of shares of Common Stock stated therein, at the price of $5.00 per whole
share, subject to the adjustments provided in Section 4 hereof and in the last
sentence of this Section 3.1. The term "Warrant Price" as used in this Warrant
Agreement refers to the price per share at which Common Stock may be purchased
at the time a Warrant is exercised. The Company in its sole discretion may lower
the Warrant Price at any time prior to the Expiration Date; provided, however,
that any such price reduction shall be in effect for a period of not less than
ten (10) business days, and that any change in the Warrant Price must apply
equally to all of the Warrants. The Placement Warrants shall have the same terms
and be in the same form as the Public Warrants. The Underwriter's Warrants shall
have the same terms and be in the same form as the Public Warrants, except that
the Underwriter's Warrants shall have an exercise price of $6.25 per whole
share, subject to adjustment as provided in Section 4 hereof, and shall be
entitled to Cashless Exercise Rights as provided in Section 3.4 hereof.

     3.2  DURATION OF WARRANTS. A Warrant may be exercised only during the
period ("EXERCISE PERIOD") commencing on the later of the consummation by the
Company of a merger, capital stock exchange, asset acquisition or other similar
business combination ("BUSINESS COMBINATION") (as described more fully in the
Company's Registration Statement) or , 2007, and terminating at 5:00 p.m., New
York City local time on the earlier to occur of (i) , 2011 or (ii) the date
fixed for redemption of the Warrants as provided in Section 6 of this Agreement
("EXPIRATION DATE"). Except with respect to the right to receive the Redemption
Price (as set forth in Section 6 hereunder), each Warrant not exercised on or
before the Expiration Date shall become void, and all rights thereunder and all
rights in respect thereof under this Agreement shall cease at the close of
business on the Expiration Date. The Company in its sole discretion may extend
the duration of the Warrants by delaying the Expiration Date; provided, however,
that any extension of the duration of the Warrants must apply equally to all of
the Warrants.

                                        2


     3.3  EXERCISE OF WARRANTS.

          3.3.1  PAYMENT. Subject to the provisions of the Warrant and this
Warrant Agreement, a Warrant, when countersigned by the Warrant Agent, may be
exercised by the registered holder thereof by surrendering it, at the office of
the Warrant Agent, or at the office of its successor as Warrant Agent, in the
Borough of Manhattan, City and State of New York, with the subscription form, as
set forth in the Warrant, duly executed, and by paying in full, in lawful money
of the United States, in cash, good certified check or good bank draft payable
to the order of the Company (or as otherwise agreed to by the Company), the
Warrant Price for each full share of Common Stock as to which the Warrant is
exercised and any and all applicable taxes due in connection with the exercise
of the Warrant, the exchange of the Warrant for the Common Stock, and the
issuance of the Common Stock.

          3.3.2  ISSUANCE OF CERTIFICATES. As soon as practicable after the
exercise of any Warrant and the clearance of the funds in payment of the Warrant
Price, the Company shall issue to the registered holder of such Warrant a
certificate or certificates for the number of full shares of Common Stock to
which he is entitled, registered in such name or names as may be directed by
him, her or it, and if such Warrant shall not have been exercised in full, a new
countersigned Warrant for the number of shares as to which such Warrant shall
not have been exercised. Notwithstanding the foregoing, the Company shall not be
obligated to deliver any securities pursuant to the exercise of a Warrant unless
a registration statement under the Act with respect to the Common Stock is
effective. Warrants may not be exercised by, or securities issued to, any
registered holder in any state in which such exercise would be unlawful.

          3.3.3  VALID ISSUANCE. All shares of Common Stock issued upon the
proper exercise of a Warrant in conformity with this Agreement shall be validly
issued, fully paid and nonassessable.

          3.3.4  DATE OF ISSUANCE. Each person in whose name any such
certificate for shares of Common Stock is issued shall for all purposes be
deemed to have become the holder of record of such shares on the date on which
the Warrant was surrendered and payment of the Warrant Price was made,
irrespective of the date of delivery of such certificate, except that, if the
date of such surrender and payment is a date when the stock transfer books of
the Company are closed, such person shall be deemed to have become the holder of
such shares at the close of business on the next succeeding date on which the
stock transfer books are open.

     3.4  CASHLESS EXERCISE.

          3.4.1  DETERMINATION OF AMOUNT. In lieu of the payment of the Warrant
Price multiplied by the number of shares of Common Stock for which an
Underwriter's Warrant is exercisable under Section 3.3.1, and in lieu of being
entitled to receive shares in the manner required by Section 3.3.2, the
registered holder of an Underwriter's Warrant shall have the right (but not the
obligation) to convert any exercisable but unexercised portion of said
Underwriter's Warrant into shares of Common Stock ("CASHLESS EXERCISE RIGHT") as
follows: Upon exercise of the Cashless Exercise Right, the Company shall deliver
to the registered holder (without payment by the holder of any of the Warrant
Price in cash) that number of shares of Common Stock equal to the quotient
obtained by dividing (x) the "Value" (as defined below) of the portion of the
Underwriter's Warrant being converted by (y) the "Current Market Price" (as
defined below) of a share of Common Stock. The "Value" of the portion of the
Underwriter's Warrant being converted shall equal the remainder derived from
subtracting (a) (i) the Warrant Price multiplied by (ii) the number of shares of
Common Stock underlying the portion of the Underwriter's Warrant being
converted, from (b) (i) the Current Market Price of a share of Common Stock
multiplied by (ii) the number of shares of Common Stock underlying the portion
of the Underwriter's Warrant being converted.

     The "Current Market Price" of a share of Common Stock on any day shall mean
(i) if the shares are listed on a national securities exchange or quoted on the
Nasdaq National Market, Nasdaq SmallCap Market or NASD OTC Bulletin Board (or
any successor such as the Bulletin Board Exchange), the average closing price of
a share for the thirty (30) trading days immediately preceding the date of
determination of the Current Market Price in the principal trading market for
the shares as reported by the exchange, Nasdaq or the NASD, as the case may be;
(ii) if the shares are not listed on a national securities exchange or quoted on
the Nasdaq National Market, Nasdaq SmallCap Market or the NASD OTC Bulletin
Board (or such successor), but is traded in the residual over-the-counter
market, the closing bid price for a share on the last trading day preceding the
date in question for which such quotations are reported by the Pink Sheets, LLC
or similar publisher of such quotations; and (iii) if the fair market

                                        3


value of the shares cannot be determined pursuant to clause (i) or (ii) above,
such price as the Board of Directors of the Company shall determine, in good
faith.

     3.5  MECHANICS OF CASHLESS EXERCISE. The Cashless Exercise Right may be
exercised by the registered holder of any Underwriter's Warrant on any business
day during the Exercise Period by delivering the Underwriter's Warrant with the
duly executed exercise form attached hereto with the cashless exercise section
completed to the Warrant Agent, exercising the Cashless Exercise Right and
specifying the total number of shares the holder will purchase pursuant to such
Cashless Exercise Right.

4.   ADJUSTMENTS.

     4.1  STOCK DIVIDENDS - SPLIT-UPS. If after the date hereof, and subject to
the provisions of Section 4.6 below, the number of outstanding shares of Common
Stock is increased by a stock dividend payable in shares of Common Stock, or by
a split-up of shares of Common Stock, or other similar event, then, on the
effective date of such stock dividend, split-up or similar event, the number of
shares of Common Stock issuable on exercise of each Warrant shall be increased
in proportion to such increase in outstanding shares of Common Stock.

     4.2  AGGREGATION OF SHARES. If after the date hereof, and subject to the
provisions of Section 4.6, the number of outstanding shares of Common Stock is
decreased by a consolidation, combination, reverse stock split or
reclassification of shares of Common Stock or other similar event, then, on the
effective date of such consolidation, combination, reverse stock split,
reclassification or similar event, the number of shares of Common Stock issuable
on exercise of each Warrant shall be decreased in proportion to such decrease in
outstanding shares of Common Stock.

     4.3  ADJUSTMENTS IN EXERCISE PRICE. Whenever the number of shares of
Common Stock purchasable upon the exercise of the Warrants is adjusted, as
provided in Section 4.1 and 4.2 above, the Warrant Price shall be adjusted (to
the nearest cent) by multiplying such Warrant Price immediately prior to such
adjustment by a fraction (x) the numerator of which shall be the number of
shares of Common Stock purchasable upon the exercise of the Warrants immediately
prior to such adjustment, and (y) the denominator of which shall be the number
of shares of Common Stock so purchasable immediately thereafter.

     4.4  REPLACEMENT OF SECURITIES UPON REORGANIZATION, ETC. In case of any
reclassification or reorganization of the outstanding shares of Common Stock
(other than a change covered by Section 4.1 or 4.2 hereof or that solely affects
the par value of such shares of Common Stock), or in the case of any merger or
consolidation of the Company with or into another corporation (other than a
consolidation or merger in which the Company is the continuing corporation and
that does not result in any reclassification or reorganization of the
outstanding shares of Common Stock), or in the case of any sale or conveyance to
another corporation or entity of the assets or other property of the Company as
an entirety or substantially as an entirety in connection with which the Company
is dissolved, the Warrant holders shall thereafter have the right to purchase
and receive, upon the basis and upon the terms and conditions specified in the
Warrants and in lieu of the shares of Common Stock of the Company immediately
theretofore purchasable and receivable upon the exercise of the rights
represented thereby, the kind and amount of shares of stock or other securities
or property (including cash) receivable upon such reclassification,
reorganization, merger or consolidation, or upon a dissolution following any
such sale or transfer, that the Warrant holder would have received if such
Warrant holder had exercised his, her or its Warrant(s) immediately prior to
such event; and if any reclassification also results in a change in shares of
Common Stock covered by Section 4.1 or 4.2, then such adjustment shall be made
pursuant to Sections 4.1, 4.2, 4.3 and this Section 4.4. The provisions of this
Section 4.4 shall similarly apply to successive reclassifications,
reorganizations, mergers or consolidations, sales or other transfers.

     4.5  NOTICES OF CHANGES IN WARRANT. Upon every adjustment of the Warrant
Price or the number of shares issuable upon exercise of a Warrant, the Company
shall give written notice thereof to the Warrant Agent, which notice shall state
the Warrant Price resulting from such adjustment and the increase or decrease,
if any, in the number of shares purchasable at such price upon the exercise of a
Warrant, setting forth in reasonable detail the method of calculation and the
facts upon which such calculation is based. Upon the occurrence of any event
specified in Sections 4.1, 4.2, 4.3 or 4.4, then, in any such event, the Company
shall give written notice to the Warrant holder, at the last address set forth
for such holder in the warrant register, of the record date or the effective

                                        4


date of the event. Failure to give such notice, or any defect therein, shall not
affect the legality or validity of such event.

     4.6  NO FRACTIONAL SHARES. Notwithstanding any provision contained in this
Warrant Agreement to the contrary, the Company shall not issue fractional shares
upon exercise of Warrants. If, by reason of any adjustment made pursuant to this
Section 4, the holder of any Warrant would be entitled, upon the exercise of
such Warrant, to receive a fractional interest in a share, the Company shall,
upon such exercise, round up or down to the nearest whole number the number of
the shares of Common Stock to be issued to the Warrant holder.

     4.7  FORM OF WARRANT. The form of Warrant need not be changed because of
any adjustment pursuant to this Section 4, and Warrants issued after such
adjustment may state the same Warrant Price and the same number of shares as is
stated in the Warrants initially issued pursuant to this Agreement. However, the
Company may at any time in its sole discretion make any change in the form of
Warrant that the Company may deem appropriate and that does not affect the
substance thereof, and any Warrant thereafter issued or countersigned, whether
in exchange or substitution for an outstanding Warrant or otherwise, may be in
the form as so changed.

5.   TRANSFER AND EXCHANGE OF WARRANTS.

     5.1  REGISTRATION OF TRANSFER. The Warrant Agent shall register the
transfer, from time to time, of any outstanding Warrant upon the Warrant
Register, upon surrender of such Warrant for transfer, properly endorsed with
signatures properly guaranteed and accompanied by appropriate instructions for
transfer. Upon any such transfer, a new Warrant representing an equal aggregate
number of Warrants shall be issued and the old Warrant shall be cancelled by the
Warrant Agent. The Warrants so cancelled shall be delivered by the Warrant Agent
to the Company from time to time upon request.

     5.2  PROCEDURE FOR SURRENDER OF WARRANTS. Warrants may be surrendered to
the Warrant Agent, together with a written request for exchange or transfer, and
thereupon the Warrant Agent shall issue in exchange therefor one or more new
Warrants as requested by the registered holder of the Warrants so surrendered,
representing an equal aggregate number of Warrants; provided, however, that in
the event that a Warrant surrendered for transfer bears a restrictive legend,
the Warrant Agent shall not cancel such Warrant and issue new Warrants in
exchange therefor until the Warrant Agent has received an opinion of counsel for
the Company stating that such transfer may be made and indicating whether the
new Warrants must also bear a restrictive legend.

     5.3  FRACTIONAL  WARRANTS.  The Warrant Agent shall not be required to
effect any registration of transfer or exchange which will result in the
issuance of a warrant certificate for a fraction of a warrant.

     5.4  SERVICE  CHARGES.  No service  charge  shall be made for any exchange
or registration of transfer of Warrants.

     5.5  WARRANT EXECUTION AND COUNTERSIGNATURE. The Warrant Agent is hereby
authorized to countersign and to deliver, in accordance with the terms of this
Agreement, the Warrants required to be issued pursuant to the provisions of this
Section 5, and the Company, whenever required by the Warrant Agent, will supply
the Warrant Agent with Warrants duly executed on behalf of the Company for such
purpose.

6.   REDEMPTION.

     6.1  REDEMPTION. Subject to Section 6.4 hereof, not less than all of the
outstanding Warrants may be redeemed, at the option of the Company, at any time
after they become exercisable and prior to their expiration, at the office of
the Warrant Agent, upon the notice referred to in Section 6.2, at the price of
$0.01 per Warrant ("REDEMPTION PRICE"), provided that the last sales price of
the Common Stock has been at least $8.50 per share, on each of twenty (20)
trading days within any thirty (30) trading day period ending on the third
business day prior to the date on which notice of redemption is given. The
provisions of this Section 6.1 may not be modified, amended or deleted without
the prior written consent of FBW, who shall be a third party beneficiary with
respect to this section.

                                        5


     6.2  DATE FIXED FOR, AND NOTICE OF, REDEMPTION. In the event the Company
shall elect to redeem all of the Warrants, the Company shall fix a date for the
redemption. Notice of redemption shall be mailed by first class mail, postage
prepaid, by the Company not less than 30 days prior to the date fixed for
redemption to the registered holders of the Warrants to be redeemed at their
last addresses as they shall appear on the registration books. Any notice mailed
in the manner herein provided shall be conclusively presumed to have been duly
given whether or not the registered holder received such notice.

     6.3  EXERCISE AFTER NOTICE OF REDEMPTION. The Warrants may be exercised in
accordance with Section 3 of this Agreement at any time after notice of
redemption shall have been given by the Company pursuant to Section 6.2 hereof
and prior to the time and date fixed for redemption. On and after the redemption
date, the record holder of the Warrants shall have no further rights except to
receive, upon surrender of the Warrants, the Redemption Price.

     6.4  OUTSTANDING WARRANTS ONLY. The Company understands that the redemption
rights provided for by this Section 6 apply only to outstanding Warrants. To the
extent a person holds rights to purchase Warrants, such purchase rights shall
not be extinguished by redemption. However, once such purchase rights are
exercised, the Company may redeem the Warrants issued upon such exercise
provided that the criteria for redemption is met. The provisions of this Section
6.4 may not be modified, amended or deleted without the prior written consent of
FBW.

7.   OTHER PROVISIONS RELATING TO RIGHTS OF HOLDERS OF WARRANTS.

     7.1  NO RIGHTS AS STOCKHOLDER. A Warrant does not entitle the registered
holder thereof to any of the rights of a stockholder of the Company, including,
without limitation, the right to receive dividends, or other distributions,
exercise any preemptive rights to vote or to consent or to receive notice as
stockholders in respect of the meetings of stockholders or the election of
directors of the Company or any other matter.

     7.2  LOST, STOLEN, MUTILATED, OR DESTROYED WARRANTS. If any Warrant is
lost, stolen, mutilated, or destroyed, the Company and the Warrant Agent may on
such terms as to indemnity or otherwise as they may in their discretion impose
(which shall, in the case of a mutilated Warrant, include the surrender
thereof), issue a new Warrant of like denomination, tenor, and date as the
Warrant so lost, stolen, mutilated, or destroyed. Any such new Warrant shall
constitute a substitute contractual obligation of the Company, whether or not
the allegedly lost, stolen, mutilated, or destroyed Warrant shall be at any time
enforceable by anyone.

     7.3  RESERVATION OF COMMON STOCK. The Company shall at all times reserve
and keep available a number of its authorized but unissued shares of Common
Stock that will be sufficient to permit the exercise in full of all outstanding
Warrants issued pursuant to this Agreement.

     7.4  REGISTRATION OF COMMON STOCK. The Company agrees that prior to the
commencement of the Exercise Period, it shall file with the Securities and
Exchange Commission a post-effective amendment to the Registration Statement, or
a new registration statement, for the registration, under the Act, of, and it
shall take such action as is necessary to qualify for sale, in those states in
which the Warrants were initially offered by the Company, the Common Stock
issuable upon exercise of the Warrants. In either case, the Company will use its
best efforts to cause the same to become effective and to maintain the
effectiveness of such registration statement until the expiration of the
Warrants in accordance with the provisions of this Agreement (except in
connection with a going private transaction). The provisions of this Section 7.4
may not be modified, amended or deleted without the prior written consent of
FBW.

8.   CONCERNING THE WARRANT AGENT AND OTHER MATTERS.

     8.1  PAYMENT OF TAXES. The Company will from time to time promptly pay all
taxes and charges that may be imposed upon the Company or the Warrant Agent in
respect of the issuance or delivery of shares of Common Stock upon the exercise
of Warrants, but the Company shall not be obligated to pay any transfer taxes in
respect of the Warrants or such shares.

                                        6


     8.2  RESIGNATION, CONSOLIDATION, OR MERGER OF WARRANT AGENT.

          8.2.1  APPOINTMENT OF SUCCESSOR WARRANT AGENT. The Warrant Agent, or
any successor to it hereafter appointed, may resign its duties and be discharged
from all further duties and liabilities hereunder after giving sixty (60) days'
notice in writing to the Company. If the office of the Warrant Agent becomes
vacant by resignation or incapacity to act or otherwise, the Company shall
appoint in writing a successor Warrant Agent in place of the Warrant Agent. If
the Company shall fail to make such appointment within a period of 30 days after
it has been notified in writing of such resignation or incapacity by the Warrant
Agent or by the holder of the Warrant (who shall, with such notice, submit his
Warrant for inspection by the Company), then the holder of any Warrant may apply
to the Supreme Court of the State of New York for the County of New York for the
appointment of a successor Warrant Agent at the Company's cost. Any successor
Warrant Agent, whether appointed by the Company or by such court, shall be a
corporation organized and existing under the laws of the State of New York, in
good standing and having its principal office in the Borough of Manhattan, City
and State of New York, and authorized under such laws to exercise corporate
trust powers and be subject to supervision or examination by federal or state
authority. After appointment, any successor Warrant Agent shall be vested with
all the authority, powers, rights, immunities, duties, and obligations of its
predecessor Warrant Agent with like effect as if originally named as Warrant
Agent hereunder, without any further act or deed; but if for any reason it
becomes necessary or appropriate, the predecessor Warrant Agent shall execute
and deliver, at the expense of the Company, an instrument transferring to such
successor Warrant Agent all the authority, powers, and rights of such
predecessor Warrant Agent hereunder; and upon request of any successor Warrant
Agent the Company shall make, execute, acknowledge, and deliver any and all
instruments in writing for more fully and effectually vesting in and confirming
to such successor Warrant Agent all such authority, powers, rights, immunities,
duties, and obligations.

          8.2.2  NOTICE OF SUCCESSOR WARRANT AGENT. In the event a successor
Warrant Agent shall be appointed, the Company shall give notice thereof to the
predecessor Warrant Agent and the transfer agent for the Common Stock not later
than the effective date of any such appointment.

          8.2.3 MERGER OR CONSOLIDATION OF WARRANT AGENT. Any corporation into
which the Warrant Agent may be merged or with which it may be consolidated or
any corporation resulting from any merger or consolidation to which the Warrant
Agent shall be a party shall be the successor Warrant Agent under this Agreement
without any further act.

     8.3  FEES AND EXPENSES OF WARRANT AGENT.

          8.3.1  REMUNERATION. The Company agrees to pay the Warrant Agent
reasonable remuneration for its services as such Warrant Agent hereunder and
will reimburse the Warrant Agent upon demand for all expenditures that the
Warrant Agent may reasonably incur in the execution of its duties hereunder.

          8.3.2  FURTHER ASSURANCES. The Company agrees to perform, execute,
acknowledge, and deliver or cause to be performed, executed, acknowledged, and
delivered all such further and other acts, instruments, and assurances as may
reasonably be required by the Warrant Agent for the carrying out or performing
of the provisions of this Agreement.

     8.4  LIABILITY OF WARRANT AGENT.

          8.4.1  RELIANCE ON COMPANY STATEMENT. Whenever in the performance of
its duties under this Warrant Agreement, the Warrant Agent shall deem it
necessary or desirable that any fact or matter be proved or established by the
Company prior to taking or suffering any action hereunder, such fact or matter
(unless other evidence in respect thereof be herein specifically prescribed) may
be deemed to be conclusively proved and established by a statement signed by the
Chief Executive Officer, President or Chairman of the Board of the Company and
delivered to the Warrant Agent. The Warrant Agent may rely upon such statement
for any action taken or suffered in good faith by it pursuant to the provisions
of this Agreement.

          8.4.2  INDEMNITY. The Warrant Agent shall be liable hereunder only
for its own negligence, willful misconduct or bad faith. The Company agrees to
indemnify the Warrant Agent and save it harmless against any and

                                        7


all liabilities, including judgments, costs and reasonable counsel fees, for
anything done or omitted by the Warrant Agent in the execution of this Agreement
except as a result of the Warrant Agent's negligence, willful misconduct, or bad
faith.

          8.4.3  EXCLUSIONS. The Warrant Agent shall have no responsibility with
respect to the validity of this Agreement or with respect to the validity or
execution of any Warrant (except its countersignature thereof); nor shall it be
responsible for any breach by the Company of any covenant or condition contained
in this Agreement or in any Warrant; nor shall it be responsible to make any
adjustments required under the provisions of Section 4 hereof or be responsible
for the manner, method, or amount of any such adjustment or the ascertaining of
the existence of facts that would require any such adjustment; nor shall it by
any act hereunder be deemed to make any representation or warranty as to the
authorization or reservation of any shares of Common Stock to be issued pursuant
to this Agreement or any Warrant or as to whether any shares of Common Stock
will when issued be valid and fully paid and nonassessable.

     8.5  ACCEPTANCE OF AGENCY. The Warrant Agent hereby accepts the agency
established by this Agreement and agrees to perform the same upon the terms and
conditions herein set forth and among other things, shall account promptly to
the Company with respect to Warrants exercised and concurrently account for, and
pay to the Company, all moneys received by the Warrant Agent for the purchase of
shares of the Company's Common Stock through the exercise of Warrants.

9.   MISCELLANEOUS PROVISIONS.

     9.1  SUCCESSORS. All the covenants and provisions of this Agreement by or
for the benefit of the Company or the Warrant Agent shall bind and inure to the
benefit of their respective successors and assigns.

     9.2  NOTICES. Any notice, statement or demand authorized by this Warrant
Agreement to be given or made by the Warrant Agent or by the holder of any
Warrant to or on the Company shall be sufficiently given when so delivered if by
hand or overnight delivery or if sent by certified mail or private courier
service within five days after deposit of such notice, postage prepaid,
addressed (until another address is filed in writing by the Company with the
Warrant Agent), as follows:

     Harbor Acquisition Corporation
     One Boston Place - Suite 3630
     Boston, Massachusetts 02108
     Attn: Chief Executive Officer

     Any notice, statement or demand authorized by this Agreement to be given or
made by the holder of any Warrant or by the Company to or on the Warrant Agent
shall be sufficiently given when so delivered if by hand or overnight delivery
or if sent by certified mail or private courier service within five days after
deposit of such notice, postage prepaid, addressed (until another address is
filed in writing by the Warrant Agent with the Company), as follows:

     Continental Stock Transfer & Trust Company
     17 Battery Place
     New York, New York 10004
     Attn: ________________

     with a copy in each case to:

     Davis, Malm & D'Agostine, P.C.
     One Boston Place
     Boston, Massachusetts 02109
     Attn: C. Michael Malm, Esquire

     and:

                                        8


     Ferris, Baker Watts, Incorporated
     100 Light Street, 8th Floor
     Baltimore, MD 21202
     Attn: __________________

     and:

     Venable LLP
     8010 Towers Crescent Drive
     Suite 300
     Vienna, Virginia 22182
     Attn:   Elizabeth R. Hughes, Esquire

     9.3  APPLICABLE LAW. The validity, interpretation, and performance of this
Agreement and of the Warrants shall be governed in all respects by the laws of
the State of New York, without giving effect to conflict of laws. The Company
hereby agrees that any action, proceeding or claim against it arising out of or
relating in any way to this Agreement shall be brought and enforced in the
courts of the State of New York or the United States District Court for the
Southern District of New York, and irrevocably submits to such jurisdiction,
which jurisdiction shall be exclusive. The Company hereby waives any objection
to such exclusive jurisdiction and that such courts represent an inconvenience
forum. Any such process or summons to be served upon the Company may be served
by transmitting a copy thereof by registered or certified mail, return receipt
requested, postage prepaid, addressed to it at the address set forth in Section
9.2 hereof. Such mailing shall be deemed personal service and shall be legal and
binding upon the Company in any action, proceeding or claim.

     9.4  PERSONS HAVING RIGHTS UNDER THIS AGREEMENT. Nothing in this Agreement
expressed and nothing that may be implied from any of the provisions hereof is
intended, or shall be construed, to confer upon, or give to, any person or
corporation other than the parties hereto and the registered holders of the
Warrants and, for the purposes of Sections 2.4, 6.1, 6.4, 7.4 and 9.2 hereof,
FBW, any right, remedy, or claim under or by reason of this Warrant Agreement or
of any covenant, condition, stipulation, promise, or agreement hereof. FBW shall
be deemed to be a third-party beneficiary of this Agreement with respect to
Sections 2.4, 6.1, 6.4, 7.4 and 9.2 hereof. All covenants, conditions,
stipulations, promises, and agreements contained in this Warrant Agreement shall
be for the sole and exclusive benefit of the parties hereto (and FBW with
respect to the Sections 2.4, 6.1, 6.4, 7.4 and 9.2 hereof) and their successors
and assigns and of the registered holders of the Warrants.

     9.5  EXAMINATION OF THE WARRANT AGREEMENT. A copy of this Agreement shall
be available at all reasonable times at the office of the Warrant Agent in the
Borough of Manhattan, City and State of New York, for inspection by the
registered holder of any Warrant. The Warrant Agent may require any such holder
to submit his Warrant for inspection by it.

     9.6  COUNTERPARTS. This Agreement may be executed in any number of
counterparts and each of such counterparts shall for all purposes be deemed to
be an original, and all such counterparts shall together constitute but one and
the same instrument.

     9.7  EFFECT OF HEADINGS. The Section headings herein are for convenience
only and are not part of this Warrant Agreement and shall not affect the
interpretation thereof.

   [REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK; SIGNATURE PAGE FOLLOWS.]

                                        9


     IN WITNESS WHEREOF, this Agreement has been duly executed by the parties
hereto as of the day and year first above written.

                                              HARBOR ACQUISITION CORPORATION


                                              By:
                                                 ----------------------------
                                                 Robert J. Hanks,
                                                 Chief Executive Officer


                                              CONTINENTAL STOCK TRANSFER
                                              & TRUST COMPANY


                                              By:
                                                 ----------------------------
                                                 Name:
                                                 Title:


                                              FERRIS, BAKER WATTS, INCORPORATED


                                              By:
                                                 ----------------------------
                                                 Name:
                                                 Title:

                                       10

EX-4.5

                                                                     EXHIBIT 4.5

THE REGISTERED HOLDER OF THIS PURCHASE OPTION BY ITS ACCEPTANCE HEREOF, AGREES
THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE OPTION EXCEPT AS HEREIN
PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE OPTION AGREES THAT IT WILL
NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE OPTION FOR A
PERIOD OF ONE YEAR FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER
THAN (I) FERRIS, BAKER WATTS, INCORPORATED ("FBW") OR AN UNDERWRITER OR A
SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR
PARTNER OF FBW OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER.

THIS PURCHASE OPTION IS NOT EXERCISABLE PRIOR TO THE LATER OF THE CONSUMMATION
BY HARBOR ACQUISITION CORPORATION ("COMPANY") OF A MERGER, CAPITAL STOCK
EXCHANGE, ASSET ACQUISITION OR OTHER SIMILAR BUSINESS COMBINATION ("BUSINESS
COMBINATION") (AS DESCRIBED MORE FULLY IN THE COMPANY'S REGISTRATION STATEMENT
(DEFINED HEREIN)) OR                     , 2007. VOID AFTER 5:00 P.M. NEW YORK
CITY LOCAL TIME,              ;______________, 2011.

                          FORM OF UNIT PURCHASE OPTION

                               FOR THE PURCHASE OF

                                  500,000 UNITS

                                       OF

                         HARBOR ACQUISITION CORPORATION

1.   PURCHASE OPTION.

       THIS CERTIFIES THAT, in consideration of $100.00 duly paid by or on
behalf of Ferris, Baker Watts, Incorporated ("HOLDER"), as registered owner of
this Purchase Option, to Harbor Acquisition Corporation ("COMPANY"), Holder is
entitled, at any time or from time to time upon the later of the consummation of
a Business Combination or             , 2007 ("COMMENCEMENT DATE"), and at or
before 5:00 p.m., New York City local time, __________________, 2011
("EXPIRATION DATE"), but not thereafter, to subscribe for, purchase and receive,
in whole or in part, up to Five Hundred Thousand (500,000) units ("UNITS") of
the Company, each Unit consisting of one share of common stock of the Company,
par value $0.0001 per share ("COMMON STOCK"), and two warrants ("WARRANT(s)")
expiring five years from the effective date ("EFFECTIVE DATE") of the
registration statement ("REGISTRATION STATEMENT") pursuant to which Units are
offered for sale to the public ("OFFERING"). Each Warrant is the same as the
warrants included in the Units being registered for sale to the public by way of
the Registration Statement ("PUBLIC WARRANTS"), except that the Warrants shall
have an exercise price of $6.25 per whole share, subject to adjustment as
provided in Section 4 of the Warrant Agreement and shall be entitled to cashless
exercise rights as provided in Section 3.4 thereof. If the Expiration Date is a
day on which banking institutions are authorized by law to close, then this
Purchase Option may be exercised on the next succeeding day which is not such a
day in accordance with the terms herein. During the period ending on the
Expiration Date, the Company agrees not to take any action that would terminate
the Purchase Option. This Purchase Option is initially exercisable at $7.50 per
Unit so purchased; provided, however, that upon the occurrence of any of the
events specified in Section 6 hereof, the rights granted by this Purchase
Option, including the exercise price per Unit and the number of Units (and
shares of Common Stock and Warrants) to be received upon such exercise, shall be
adjusted as therein specified. The term "EXERCISE PRICE" shall mean the initial
exercise price or the adjusted exercise price, depending on the context.

                                        1


2.   EXERCISE.

     2.1  EXERCISE FORM. In order to exercise this Purchase Option, the exercise
form attached hereto as EXHIBIT A must be duly executed and completed and
delivered to the Company, together with this Purchase Option and payment of the
Exercise Price for the Units being purchased payable in cash or by certified
check or official bank check. If the subscription rights represented hereby
shall not be exercised at or before 5:00 p.m., New York City local time, on the
Expiration Date this Purchase Option shall become and be void without further
force or effect, and all rights represented hereby shall cease and expire.

3.   TRANSFER.

     3.1  GENERAL RESTRICTIONS. The registered Holder of this Purchase Option,
by its acceptance hereof, agrees that it will not sell, transfer, assign, pledge
or hypothecate this Purchase Option for a period of one year following the
Effective Date to anyone other than (i) FBW or an underwriter or a selected
dealer in connection with the Offering, or (ii) a bona fide officer or partner
of FBW or of any such underwriter or selected dealer. On and after the first
anniversary of the Effective Date, transfers to others may be made subject to
compliance with or exemptions from applicable securities laws. In order to make
any permitted assignment, the Holder must deliver to the Company the assignment
form attached hereto as EXHIBIT B duly executed and completed, together with the
Purchase Option and payment of all transfer taxes, if any, payable in connection
therewith. The Company shall within five business days transfer this Purchase
Option on the books of the Company and shall execute and deliver a new Purchase
Option or Purchase Options of like tenor to the appropriate assignee(s)
expressly evidencing the right to purchase the aggregate number of Units
purchasable hereunder or such portion of such number as shall be contemplated by
any such assignment.

     3.2  RESTRICTIONS IMPOSED BY THE ACT. The securities evidenced by this
Purchase Option shall not be transferred unless and until (i) the Company has
received the opinion of counsel for the Holder that the securities may be
transferred pursuant to an exemption from registration under the Act and
applicable state securities laws, the availability of which is established to
the reasonable satisfaction of the Company (the Company hereby agreeing that the
opinion of Davis, Malm & D'Agostine, P.C. shall be deemed satisfactory evidence
of the availability of an exemption), or (ii) a registration statement or a
post-effective amendment to the Registration Statement relating to such
securities has been filed by the Company and declared effective by the
Securities and Exchange Commission (the "COMMISSION") and compliance with
applicable state securities law has been established.

4.   NEW PURCHASE OPTIONS TO BE ISSUED.

     4.1  PARTIAL EXERCISE OR TRANSFER. Subject to the restrictions in Section
3 hereof, this Purchase Option may be exercised or assigned in whole or in part.
In the event of the exercise or assignment hereof in part only, upon surrender
of this Purchase Option for cancellation, together with the duly executed
exercise or assignment form and funds sufficient to pay any Exercise Price
and/or transfer tax, the Company shall cause to be delivered to the Holder
without charge a new Purchase Option of like tenor to this Purchase Option in
the name of the Holder evidencing the right of the Holder to purchase the number
of Units purchasable hereunder as to which this Purchase Option has not been
exercised or assigned.

     4.2  LOST CERTIFICATE. Upon receipt by the Company of evidence satisfactory
to it of the loss, theft, destruction or mutilation of this Purchase Option and
of reasonably satisfactory indemnification or the posting of a bond, the Company
shall execute and deliver a new Purchase Option of like tenor and date. Any such
new Purchase Option executed and delivered as a result of such loss, theft,
mutilation or destruction shall constitute a substitute contractual obligation
on the part of the Company.

5.   INTENTIONALLY OMITTED.

                                        2


6.   ADJUSTMENTS.

     6.1  ADJUSTMENTS TO EXERCISE PRICE AND NUMBER OF SECURITIES. The Exercise
Price and the number of Units underlying the Purchase Option shall be subject to
adjustment from time to time as hereinafter set forth:

          6.1.1  STOCK DIVIDENDS - SPLIT-UPS. If after the date hereof, and
subject to the provisions of Section 6.4 below, the number of outstanding shares
of Common Stock is increased by a stock dividend payable in shares of Common
Stock or by a split-up of shares of Common Stock or other similar event, then,
on the effective date thereof, the number of shares of Common Stock underlying
each of the Units purchasable hereunder shall be increased in proportion to such
increase in outstanding shares. In such case, the number of shares of Common
Stock, and the exercise price applicable thereto, underlying the Warrants
underlying each of the Units purchasable hereunder shall be adjusted in
accordance with the terms of the Warrants. For example, if the Company declares
a two-for-one stock dividend and at the time of such dividend this Purchase
Option is for the purchase of one Unit at $7.50 per whole Unit (each Warrant
underlying the Units is exercisable for $6.25 per share), upon effectiveness of
the dividend, this Purchase Option will be adjusted to allow for the purchase of
one Unit at $7.50 per Unit, each Unit entitling the holder to receive two shares
of Common Stock and four Warrants (each Warrant exercisable for $3.125 per
share).

          6.1.2  AGGREGATION OF SHARES. If after the date hereof, and subject to
the provisions of Section 6.4, the number of outstanding shares of Common Stock
is decreased by a consolidation, combination or reclassification of shares of
Common Stock or other similar event, then, on the effective date thereof, the
number of shares of Common Stock underlying each of the Units purchasable
hereunder shall be decreased in proportion to such decrease in outstanding
shares. In such case, the number of shares of Common Stock, and the exercise
price applicable thereto, underlying the Warrants underlying each of the Units
purchasable hereunder shall be adjusted in accordance with the terms of the
Warrants.

          6.1.3  REPLACEMENT OF SECURITIES UPON REORGANIZATION, ETC. In case of
any reclassification or reorganization of the outstanding shares of Common Stock
other than a change covered by Section 6.1.1 or 6.1.2 hereof or that solely
affects the par value of such shares of Common Stock, or in the case of any
merger or consolidation of the Company with or into another corporation (other
than a consolidation or merger in which the Company is the continuing
corporation and that does not result in any reclassification or reorganization
of the outstanding shares of Common Stock), or in the case of any sale or
conveyance to another corporation or entity of the property of the Company as an
entirety or substantially as an entirety in connection with which the Company is
dissolved, the Holder of this Purchase Option shall have the right thereafter
(until the expiration of the right of exercise of this Purchase Option) to
receive upon the exercise hereof, for the same aggregate Exercise Price payable
hereunder immediately prior to such event, the kind and amount of shares of
stock or other securities or property (including cash) receivable upon such
reclassification, reorganization, merger or consolidation, or upon a dissolution
following any such sale or transfer, by a Holder of the number of shares of
Common Stock of the Company obtainable upon exercise of this Purchase Option and
the underlying Warrants immediately prior to such event; and if any
reclassification also results in a change in shares of Common Stock covered by
Section 6.1.1 or 6.1.2, then such adjustment shall be made pursuant to Sections
6.1.1, 6.1.2 and this Section 6.1.3. The provisions of this Section 6.1.3 shall
similarly apply to successive reclassifications, reorganizations, mergers or
consolidations, sales or other transfers.

          6.1.4  CHANGES IN FORM OF PURCHASE OPTION. This form of Purchase
Option need not be changed because of any change pursuant to this Section, and
Purchase Options issued after such change may state the same Exercise Price and
the same number of Units as are stated in the Purchase Options initially issued
pursuant to this Agreement. The acceptance by any Holder of the issuance of new
Purchase Options reflecting a required or permissive change shall not be deemed
to waive any rights to an adjustment occurring after the Commencement Date or
the computation thereof.

     6.2  SUBSTITUTE PURCHASE OPTION. In case of any consolidation of the
Company with, or merger of the Company with, or merger of the Company into,
another corporation (other than a consolidation or merger which does not result
in any reclassification or change of the outstanding Common Stock), the
corporation formed by such consolidation or merger shall execute and deliver to
the Holder a supplemental Purchase Option providing that the holder of each
Purchase Option then outstanding or to be outstanding shall have the right
thereafter (until the stated

                                        3


expiration of such Purchase Option) to receive, upon exercise of such Purchase
Option, the kind and amount of shares of stock and other securities and property
receivable upon such consolidation or merger, by a holder of the number of
shares of Common Stock of the Company for which such Purchase Option might have
been exercised immediately prior to such consolidation, merger, sale or
transfer. Such supplemental Purchase Option shall provide for adjustments which
shall be identical to the adjustments provided in Section 6. The above provision
of this Section shall similarly apply to successive consolidations or mergers.

     6.3  ELIMINATION OF FRACTIONAL INTERESTS. The Company shall not be required
to issue certificates representing fractions of shares of Common Stock or
Warrants upon the exercise of the Purchase Option, nor shall it be required to
issue scrip or pay cash in lieu of any fractional interests, it being the intent
of the parties that all fractional interests shall be eliminated by rounding any
fraction up to the nearest whole number of Warrants, shares of Common Stock or
other securities, properties or rights.

7.   RESERVATION AND LISTING. The Company shall at all times reserve and keep
available out of its authorized shares of Common Stock, solely for the purpose
of issuance upon exercise of the Purchase Options or the Warrants underlying the
Purchase Option, such number of shares of Common Stock or other securities,
properties or rights as shall be issuable upon the exercise thereof. The Company
covenants and agrees that, upon exercise of the Purchase Options and payment of
the Exercise Price therefor, all shares of Common Stock and other securities
issuable upon such exercise shall be duly and validly issued, fully paid and
non-assessable and not subject to preemptive rights of any stockholder. The
Company further covenants and agrees that upon exercise of the Warrants
underlying the Purchase Options and payment of the respective Warrant exercise
price therefor, all shares of Common Stock and other securities issuable upon
such exercise shall be duly and validly issued, fully paid and non-assessable
and not subject to preemptive rights of any stockholder. As long as the Purchase
Options shall be outstanding, the Company shall use its best efforts to cause
all (i) Units and shares of Common Stock issuable upon exercise of the Purchase
Options, (iii) Warrants issuable upon exercise of the Purchase Options and (iv)
shares of Common Stock issuable upon exercise of the Warrants included in the
Units issuable upon exercise of the Purchase Option to be listed (subject to
official notice of issuance) on all securities exchanges (or, if applicable on
the Nasdaq National Market, SmallCap Market, OTC Bulletin Board or any successor
trading market) on which the Units, the Common Stock or the Public Warrants
issued to the public in connection herewith may then be listed and/or quoted.

8.   CERTAIN NOTICE REQUIREMENTS.

     8.1  HOLDER'S RIGHT TO RECEIVE NOTICE. Nothing herein shall be construed as
conferring upon the Holders the right to vote or consent as a stockholder for
the election of directors or any other matter, or as having any rights
whatsoever as a stockholder of the Company. If, however, at any time prior to
the expiration of the Purchase Options and their exercise, any of the events
described in Section 8.2 shall occur, then, in one or more of said events, the
Company shall give written notice of such event at least fifteen days prior to
the date fixed as a record date or the date of closing the transfer books for
the determination of the stockholders entitled to such dividend, distribution,
conversion or exchange of securities or subscription rights, or entitled to vote
on such proposed dissolution, liquidation, winding up or sale. Such notice shall
specify such record date or the date of the closing of the transfer books, as
the case may be. Notwithstanding the foregoing, the Company shall deliver to
each Holder a copy of each notice given to the other stockholders of the Company
at the same time and in the same manner that such notice is given to the
stockholders.

     8.2  EVENTS REQUIRING NOTICE. The Company shall be required to give the
notice described in this Section 8 upon one or more of the following events: (i)
if the Company shall take a record of the holders of its shares of Common Stock
for the purpose of entitling them to receive a dividend or distribution payable
otherwise than in cash, or a cash dividend or distribution payable otherwise
than out of retained earnings, as indicated by the accounting treatment of such
dividend or distribution on the books of the Company, or (ii) the Company shall
offer to all the holders of its Common Stock any additional shares of capital
stock of the Company or securities convertible into or exchangeable for shares
of capital stock of the Company, or any option, right or warrant to subscribe
therefor, or (iii) a dissolution, liquidation or winding up of the Company
(other than in connection with a consolidation or merger) or a sale of all or
substantially all of its property, assets and business shall be proposed.

     8.3  NOTICE OF CHANGE IN EXERCISE PRICE. The Company shall, promptly after
an event requiring a change in the Exercise Price pursuant to Section 6 hereof,
send notice to the Holders of such event and change ("PRICE

                                        4


NOTICE"). The Price Notice shall describe the event causing the change and the
method of calculating same and shall be certified as being true and accurate by
the Company's President and Chief Executive Officer.

     8.4  TRANSMITTAL OF NOTICES. All notices, requests, consents and other
communications under this Purchase Option shall be in writing and shall be
deemed to have been duly made when hand delivered, or mailed by express mail or
private courier service: (i) if to the registered Holder of the Purchase Option,
to the address of such Holder as shown on the books of the Company, or (ii) if
to the Company, to the following address or to such other address as the Company
may designate by notice to the Holders:


          Harbor Acquisition Corporation
          One Boston Place - Suite 3630
          Boston, Massachusetts 02108
          Attn:   Chief Executive Officer


9.   MISCELLANEOUS.

     9.1  AMENDMENTS. The Company and FBW may from time to time supplement or
amend this Purchase Option without the approval of any of the Holders in order
to cure any ambiguity, to correct or supplement any provision contained herein
that may be defective or inconsistent with any other provisions herein, or to
make any other provisions in regard to matters or questions arising hereunder
that the Company and FBW may deem necessary or desirable and that the Company
and FBW deem shall not adversely affect the interest of the Holders. All other
modifications or amendments shall require the written consent of and be signed
by the party against whom enforcement of the modification or amendment is
sought.

     9.2  HEADINGS. The headings contained herein are for the sole purpose of
convenience of reference, and shall not in any way limit or affect the meaning
or interpretation of any of the terms or provisions of this Purchase Option.

     9.3  ENTIRE AGREEMENT. This Purchase Option (together with the other
agreements and documents being delivered pursuant to or in connection with this
Purchase Option) constitutes the entire agreement of the parties hereto with
respect to the subject matter hereof, and supersedes all prior agreements and
understandings of the parties, oral and written, with respect to the subject
matter hereof.

     9.4  BINDING EFFECT. This Purchase Option shall inure solely to the
benefit of and shall be binding upon, the Holder and the Company and their
permitted assignees, respective successors, legal representative and assigns,
and no other person shall have or be construed to have any legal or equitable
right, remedy or claim under or in respect of or by virtue of this Purchase
Option or any provisions herein contained.

     9.5  GOVERNING LAW; SUBMISSION TO JURISDICTION. This Purchase Option shall
be governed by and construed and enforced in accordance with the laws of the
State of Maryland, without giving effect to conflict of laws. The Company hereby
agrees that any action, proceeding or claim against it arising out of, or
relating in any way to this Purchase Option shall be brought and enforced in the
courts of the State of Maryland or of the United States of America for the
District of Maryland, and irrevocably submits to such jurisdiction, which
jurisdiction shall be exclusive. The Company hereby waives any objection to such
exclusive jurisdiction and that such courts represent an inconvenient forum. Any
process or summons to be served upon the Company may be served by transmitting a
copy thereof by registered or certified mail, return receipt requested, postage
prepaid, addressed to it at the address set forth in Section 8 hereof. Such
mailing shall be deemed personal service and shall be legal and binding upon the
Company in any action, proceeding or claim. The Company and the Holder agree
that the prevailing party(ies) in any such action shall be entitled to recover
from the other party(ies) all of its reasonable attorneys' fees and expenses
relating to such action or proceeding and/or incurred in connection with the
preparation therefor.

     9.6  WAIVER, ETC. The failure of the Company or the Holder to at any time
enforce any of the provisions of this Purchase Option shall not be deemed or
construed to be a waiver of any such provision, nor to in any way affect

                                        5


the validity of this Purchase Option or any provision hereof or the right of the
Company or any Holder to thereafter enforce each and every provision of this
Purchase Option. No waiver of any breach, non-compliance or non-fulfillment of
any of the provisions of this Purchase Option shall be effective unless set
forth in a written instrument executed by the party or parties against whom or
which enforcement of such waiver is sought; and no waiver of any such breach,
non-compliance or non- fulfillment shall be construed or deemed to be a waiver
of any other or subsequent breach or non-compliance.

     9.7  EXECUTION IN COUNTERPARTS. This Purchase Option may be executed in
one or more counterparts, and by the different parties hereto in separate
counterparts, each of which shall be deemed to be an original, but all of which
taken together shall constitute one and the same agreement, and shall become
effective when one or more counterparts has been signed by each of the parties
hereto and delivered to each of the other parties hereto.

     9.8  EXCHANGE AGREEMENT. As a condition of the Holder's receipt and
acceptance of this Purchase Option, Holder agrees that, at any time prior to the
complete exercise of this Purchase Option by Holder, if the Company and FBW
enter into an agreement ("EXCHANGE AGREEMENT") pursuant to which they agree that
all outstanding Purchase Options will be exchanged for securities or cash or a
combination of both, then Holder shall agree to such exchange and become a party
to the Exchange Agreement.

   [REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK; SIGNATURE PAGE FOLLOWS.]

                                        6


IN WITNESS WHEREOF, the Company has caused this Purchase Option to be signed by
its duly authorized officer as of the           day of ________, 2006.


                                       HARBOR ACQUISITION CORPORATION


                                       By:
                                          ------------------------------
                                             Robert J. Hanks,
                                             Chief Executive Officer

                                        7


                                    EXHIBIT A

                  Form to be used to exercise Purchase Option:

Harbor Acquisition Corporation
One Boston Place - Suite 3630
Boston, Massachusetts 02108


Date: _________, 200__

     The undersigned hereby elects irrevocably to exercise all or a portion of
the within Purchase Option and to purchase          Units of Harbor Acquisition
Corporation and hereby makes payment of $            (at the rate of $       per
Unit) in payment of the Exercise Price pursuant thereto. Please issue the Common
Stock and Warrants as to which this Purchase Option is exercised in accordance
with the instructions given below.

                                       or

The undersigned hereby elects irrevocably to convert its right to purchase Units
purchasable under the within Purchase Option by surrender of the unexercised
portion of the attached Purchase Option (with a "Value" based of $    based on a
"Market Price" of $      ). Please issue the securities comprising the Units as
to which this Purchase Option is exercised in accordance with the instructions
given below.

                                               ---------------------------------
                                               NOTICE: The signature to this
                                               assignment must correspond with
                                               the name as written upon the face
                                               of the purchase option in every
                                               particular, without alteration or
                                               enlargement or any change
                                               whatever.

Signature(s) Guaranteed:


- -------------------------------------

THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION
(BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH
MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO
S.E.C. RULE 17Ad-15).

                   INSTRUCTIONS FOR REGISTRATION OF SECURITIES

Name
      ----------------------------------------------------------
                             (Print in Block Letters)

Address
      ----------------------------------------------------------

                                       A-1


                                    EXHIBIT B

                   Form to be used to assign Purchase Option:

                                   ASSIGNMENT

   (To be executed by the registered Holder to effect a transfer of the within
                                Purchase Option):

     FOR VALUE RECEIVED,                  does hereby sell, assign and transfer
unto the right to purchase          Units of Harbor Acquisition Corporation
("COMPANY") evidenced by the within Purchase Option and does hereby authorize
the Company to transfer such right on the books of the Company.

Dated:           , 200


                                            -----------------------------
                                            Signature

                                            -----------------------------
                                            NOTICE: The signature to this
                                            assignment must correspond with the
                                            name as written upon the face of the
                                            purchase option in every particular,
                                            without alteration or enlargement or
                                            any change whatever.


Signature(s) Guaranteed:

- -------------------------------------------------------------------------

THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION
(BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH
MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO
S.E.C. RULE 17Ad-15).

                                       B-2

EX-10.3

                                                                    EXHIBIT 10.3

                  FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENT

     This Agreement is made as of _______ __, 2006 by and between Harbor
Acquisition Corporation (the "COMPANY") and Continental Stock Transfer & Trust
Company ("TRUSTEE").

     WHEREAS, the Company's Registration Statement on Form S-1, No. 333-126300
("REGISTRATION STATEMENT"), for its initial public offering of securities
("IPO") has been declared effective as of the date hereof by the Securities and
Exchange Commission ("EFFECTIVE DATE"); and

     WHEREAS, Ferris, Baker Watts, Incorporated ("FBW") is acting as the lead
underwriter in the IPO; and

     WHEREAS, as described in the Company's Registration Statement, and in
accordance with the Company's Certificate of Incorporation, $57,800,000 of the
gross proceeds of the IPO ($66,350,000 if the underwriters over-allotment option
is exercised in full) will be delivered to the Trustee to be deposited and held
in a trust account for the benefit of the Company and the holders of the
Company's common stock, par value $0.0001 per share, issued in the IPO as
hereinafter provided (the amount to be delivered to the Trustee will be referred
to herein as the "PROPERTY"; the stockholders for whose benefit the Trustee
shall hold the Property will be referred to as the "PUBLIC STOCKHOLDERS," and
the Public Stockholders and the Company will be referred to together as the
"BENEFICIARIES"); and

     WHEREAS, a portion of the Property consists of $1,350,000 attributable to
the underwriters' non-accountable expense allowance which FBW has agreed to
deposit in the Trust Account; and

     WHEREAS, a portion of the Property consists of $1,300,000 attributable to
the private placement of warrants issued by the Company to certain of its
initial stockholders; and

     WHEREAS, a portion of the Property consists of a loan in the principal
amount of $150,000 from certain of the initial stockholders of the Company; and

     WHEREAS, the Company and the Trustee desire to enter into this Agreement to
set forth the terms and conditions pursuant to which the Trustee shall hold the
Property;

     IT IS AGREED:

     1.   AGREEMENTS AND COVENANTS OF TRUSTEE. The Trustee hereby agrees and
          covenants to:

          (a)  Hold the Property in trust for the Beneficiaries in accordance
with the terms of this Agreement, in a segregated trust account ("TRUST
ACCOUNT") established by the Trustee at a branch of JPMorgan Chase Bank, N.A.
selected by the Company;

          (b)  Manage, supervise and administer the Trust Account subject to the
terms and conditions set forth herein;

          (c)  In a timely manner, upon the instruction of the Company, to
invest and reinvest the Property in any "GOVERNMENT SECURITY." As used herein,
Government Security means any Treasury Bill issued by the United States, having
a maturity of one hundred and eighty days or less;

          (d)  Collect and receive, when due, all principal and income arising
from the Property, which shall become part of the "Property," as such term is
used herein;

          (e)  Notify the Company of all communications received by it with
respect to any Property requiring action by the Company;

          (f)  Supply any necessary information or documents as may be requested
by the Company in connection with the Company's preparation of the tax returns
for the Trust Account;



          (g)  Participate in any plan or proceeding for protecting or enforcing
any right or interest arising from the Property if, as and when instructed by
the Company and/ or FBW to do so;

          (h)  Render to the Company and to FBW, and to such other person as the
Company may instruct, monthly written statements of the activities of and
amounts in the Trust Account reflecting all receipts and disbursements of the
Trust Account;

          (i)  As of the date of the consummation of a business combination
("BUSINESS COMBINATION"), commence liquidation of the Trust Account upon receipt
of the Officers' Certificate signed by the Chief Executive Officer and Chief
Financial Officer of the Company and in accordance with the terms of a letter
("Termination Letter"), in a form substantially similar to that attached hereto
as EXHIBIT A, signed on behalf of the Company by its President or Chairman of
the Board and Secretary or Assistant Secretary. The Trustee shall complete the
liquidation of the Trust Account and distribute the Property in the Trust
Account to the Beneficiaries as directed in the Termination Letter and the other
documents referred to therein. The Trustee understands and agrees that, except
as provided in Section 2, disbursements from the Trust Account shall be made
only pursuant to a duly executed Termination Letter, together with the other
documents referenced herein, including, without limitation, an independently
certified oath and report of inspector of election in respect of the shareholder
vote for a Business Combination. In all cases, the Trustee shall provide FBW
with a copy of any Termination Letters, Officers' Certificates and/or any other
correspondence that it receives with respect to any proposed withdrawal from the
Trust Account promptly after it receives same; and

          (j)  As of the date 18 months from the date of this Agreement (the
"LOI TERMINATION DATE") (or 24 months from the date hereof ("SECOND TERMINATION
DATE") provided the Trustee receives a bona fide, executed letter of intent or
engagement letter (the "LETTER OF INTENT") for a Business Combination), commence
liquidation of the Trust Account in accordance with the terms of a Termination
Letter, in a form substantially similar to that attached hereto as EXHIBIT B,
signed on behalf of the Company by its President or Chairman of the Board and
Secretary of Assistant Secretary. The Trustee, upon consultation with the
Company and FBW, shall file a press release immediately to notify the Public
Stockholders of such event and take such other actions as it may deem necessary
to inform the Beneficiaries. In addition, the Trustee shall deliver the Property
against satisfactory evidence of delivery of the stock certificates by the
Public Stockholders to the Company through the Depository Trust Company, its
Deposit Withdraw Agent Commission (DWAC) system or otherwise. Notwithstanding
the foregoing, if the Trustee receives an executed Letter of Intent prior to the
LOI Termination Date accompanied by an Officers' Certificate as described in
Paragraph 2(e) hereof, then the Trustee shall forego or suspend any liquidation
of the Trust Account until the earlier of a Business Combination or 24 months
from the date hereof.

     2.   LIMITED DISTRIBUTIONS OF INCOME FROM TRUST ACCOUNT.

          (a)  Upon receipt by the Trustee of an Officer's Certificate signed by
the Chief Executive Officer and Chief Financial Officer of the Company
certifying as true, accurate and complete a copy of any tax returns required to
be filed on behalf of the Trust Account and the Company in respect of income
earned on the Trust Account and certifying the amount of tax allocable to said
income, the Trustee shall deliver to the Company for submission to the
appropriate taxing authority a check made payable to the order of such taxing
authority in the amount required to pay such taxes.

          (b)  Upon written request from the Company, which may be given not
more than once in any calendar month, the Trustee shall distribute to the
Company an amount equal to the income earned on the Trust Account; less any
amounts previously distributed; PROVIDED, HOWEVER, that the maximum amount of
distributions, net of taxes, that the Company may request and the Trustee shall
distribute pursuant to this Section 2(b) shall be $1,650,000 or $1,850,000 if
the over-allotment is exercised by the underwriters.

          (c)  Except as provided in Section 2(a) and 2(b) above, no other
distributions from the Trust Account shall be permitted except in accordance
with Sections 1(i) and 1(j) hereof.

     3.   AGREEMENTS AND COVENANTS OF THE COMPANY. The Company hereby
          agrees and covenants to:

                                        2


          (a)  Give all instructions to the Trustee hereunder in writing, signed
by the Company's Chief Executive Officer, President or Chairman of the Board. In
addition, except with respect to its duties under paragraph 1(i) above, the
Trustee shall be entitled to rely on, and shall be protected in relying on, any
verbal or telephonic advice or instruction which it in good faith believes to be
given by any one of the persons authorized above to give written instructions,
provided that the Company shall promptly confirm such instructions in writing;

          (b)  Hold the Trustee harmless and indemnify the Trustee from and
against, any and all expenses, including reasonable counsel fees and
disbursements, or loss suffered by the Trustee in connection with any action,
suit or other proceeding brought against the Trustee involving any claim, or in
connection with any claim or demand which in any way arises out of or relates to
this Agreement, the services of the Trustee hereunder, or the Property or any
income earned from investment of the Property, except for expenses and losses
resulting from the Trustee's gross negligence or willful misconduct. Promptly
after the receipt by the Trustee of notice of demand or claim or the
commencement of any action, suit or proceeding, pursuant to which the Trustee
intends to seek indemnification under this paragraph, it shall notify the
Company in writing of such claim (hereinafter referred to as the "INDEMNIFIED
CLAIM"). The Trustee shall have the right to conduct and manage the defense
against such Indemnified Claim, provided, that the Trustee shall obtain the
consent of the Company with respect to the selection of counsel, which consent
shall not be unreasonably withheld. The Company may participate in such action
with its own counsel; and

          (c)  Pay the Trustee an initial acceptance fee of [$_____] and an
annual fee of [$______] (it being expressly understood that the Property shall
not be used to pay such fee). The Company shall pay the Trustee the initial
acceptance fee and first year's fee at the consummation of the IPO and
thereafter on the anniversary of the Effective Date. The Trustee shall refund to
the Company the fee (on a pro rata basis) with respect to any period after the
liquidation of the Trust Fund. The Company shall not be responsible for any
other fees or charges of the Trustee except as may be provided in paragraph 2(b)
hereof (it being expressly understood that the Property shall not be used to
make any payments to the Trustee under such paragraph).

          (d)  In the event that the Company consummates a Business Combination
and the Trust Account is liquidated in accordance with Paragraph 1(i) hereof,
the Trustee or another independent party designated by FBW shall act as the
inspector of election to certify the results of the shareholder vote.

          (e)  The Officers' Certificate referenced in Section 1(i) hereof shall
require the Chief Executive Officer and Chief Financial Officer of the Company
to each certify either of the following: (1) prior to the LOI Termination Date,
the Company has entered into a Business Combination with a target business, the
terms of which are consistent with the requirements set forth in the
Registration Statement; or (2)(A) prior to the LOI Termination Date, the Company
has entered into a bona fide Letter of Intent with a target business, and (B)
prior to the Second Termination Date, the Company has entered into a Business
Combination with a target business, the terms of which are consistent with the
requirements set forth in the Registration Statement.

          (f)  The Company hereby agrees, in connection with the vote of the
Company's stockholders regarding a Business Combination, to provide to the
Trustee an affidavit or certificate of a firm regularly engaged in the business
of soliciting proxies and tabulating stockholder votes (which firm may be the
Trustee) verifying the vote of the Company's stockholders regarding such
Business Combination.

     4.   LIMITATIONS OF LIABILITY. The Trustee shall have no responsibility or
          liability to:

          (a)  Take any action with respect to the Property, other than as
directed in paragraph 1 hereof and the Trustee shall have no liability to any
party except for liability arising out of its own gross negligence or willful
misconduct;

          (b)  Institute any proceeding for the collection of any principal and
income arising from, or institute, appear in or defend any proceeding of any
kind with respect to, any of the Property unless and until it shall have
received instructions from the Company given as provided herein to do so and the
Company shall have advanced or guaranteed to it funds sufficient to pay any
expenses incident thereto;

                                       3


          (c)  Change the investment of any Property, other than in compliance
with paragraph 1(c);

          (d)  Refund any depreciation in principal of any Property;

          (e)  Assume that the authority of any person designated by the Company
to give instructions hereunder shall not be continuing unless provided otherwise
in such designation, or unless the Company shall have delivered a written
revocation of such authority to the Trustee;

          (f)  The other parties hereto or to anyone else for any action taken
or omitted by it, or any action suffered by it to be taken or omitted, in good
faith and in the exercise of its own best judgment, except for its gross
negligence or willful misconduct. The Trustee may rely conclusively and shall be
protected in acting upon any order, notice, demand, certificate, opinion or
advice of counsel (including counsel chosen by the Trustee), statement,
instrument, report or other paper or document (not only as to its due execution
and the validity and effectiveness of its provisions, but also as to the truth
and acceptability of any information therein contained) which is believed by the
Trustee, in good faith, to be genuine and to be signed or presented by the
proper person or persons. The Trustee shall not be bound by any notice or
demand, or any waiver, modification, termination or rescission of this agreement
or any of the terms hereof, unless evidenced by a written instrument delivered
to the Trustee signed by the proper party or parties and, if the duties or
rights of the Trustee are affected, unless it shall give its prior written
consent thereto; and

          (g)  Verify the correctness of the information set forth in the
Registration Statement or to confirm or assure that any acquisition made by the
Company or any other action taken by it is as contemplated by the Registration
Statement.

     5.   CERTAIN RIGHTS OF TRUSTEE.

          (a)  Before the Trustee acts or refrains from acting, it may require
an Officers' Certificate or opinion of counsel or both. The Trustee shall not be
liable for any action it takes or omits to take in good faith in reliance on
such Officers' Certificate or opinion of counsel. The Trustee may consult with
counsel and the advice of such counsel or any opinion of counsel shall be full
and complete authorization and protection from liability in respect of any
action taken, suffered or omitted by it hereunder in good faith and in reliance
thereon.

          (b)  The Trustee may act through its attorneys and agents and shall
not be responsible for the misconduct or negligence of any agent appointed with
due care.

          (c)  The Trustee shall not be liable for ay action it takes or omits
to take in good faith that it believes to be authorized or within the rights or
powers conferred upon it by this Agreement.

          (d)  The Trustee shall not be responsible for and makes no
representation as to the validity or adequacy of this Agreement; it shall not be
accountable for the Company's use of the proceeds from the Trust Account.
Notwithstanding the effective date of this Agreement or anything to the contrary
contained in this Agreement, the Trustee shall have no liability or
responsibility for any act or event relating to this Agreement or the
transactions related thereto which occurs prior to the date of this Agreement,
and shall have no contractual obligations or fiduciary duties to the
Beneficiaries until the date of this Agreement.

     6.   TERMINATION. This Agreement shall terminate as follows:

          (a)  If the Trustee gives written notice to the Company that it
desires to resign under this Agreement, the Company shall use its reasonable
efforts to locate a successor trustee. At such time that the Company notifies
the Trustee that a successor trustee has been appointed by the Company and has
agreed to become subject to the terms of this Agreement, the Trustee shall
transfer the management of the Trust Account to the successor trustee, including
but not limited to the transfer of copies of the reports and statements relating
to the Trust Account, whereupon this Agreement shall terminate; provided,
however, that, in the event that the Company does not locate a successor trustee
within ninety days of receipt of the resignation notice from the Trustee, the
Trustee

                                        4


may submit an application to have the Property deposited with the United States
District Court for the Southern District of New York and upon such deposit, the
Trustee shall be immune from any liability whatsoever;

          (b)  At such time that the Trustee has completed the liquidation of
the Trust Account in accordance with the provisions of paragraph 1(i) hereof,
and distributed the Property in accordance with the provisions of the
Termination Letter, this Agreement shall terminate except with respect to
Paragraph 2(b); or

          (c)  On such date after ______, 2008, when the Trustee deposits the
Property with the United States District Court for the Southern District of New
York in the event that, prior to such date, the Trustee has not received a
Termination Letter from the Company pursuant to Paragraph 1(i) or (j) hereof.

     7.   MISCELLANEOUS.

          (a)  The Company and the Trustee each acknowledge that the Trustee
will follow the security procedures set forth below with respect to funds
transferred from the Trust Account. Upon receipt of written instructions, the
Trustee will confirm such instructions with an Authorized Individual at an
Authorized Telephone Number listed on the attached EXHIBIT C. The Company and
the Trustee will each restrict access to confidential information relating to
such security procedures to authorized persons. Each party must notify the other
party immediately if it has reason to believe unauthorized persons may have
obtained access to such information, or of any change in its authorized
personnel. In executing funds transfers, the Trustee will rely upon account
numbers or other identifying numbers of a beneficiary, beneficiary's bank or
intermediary bank, rather than names. The Trustee shall not be liable for any
loss, liability or expense resulting from any error in an account number or
other identifying number, provided it has accurately transmitted the numbers
provided.

          (b)  This Agreement shall be governed by and construed and enforced in
accordance with the laws of the State of New York, without giving effect to
conflict of laws. It may be executed in several counterparts, each one of which
shall constitute an original, and together shall constitute but one instrument.

          (c)  This Agreement contains the entire agreement and understanding of
the parties hereto with respect to the subject matter hereof. This Agreement or
any provision hereof may only be changed, amended or modified by a writing
signed by each of the parties hereto; provided, however, that no such change,
amendment or modification may be made without the prior written consent of FBW.
As to any claim, cross-claim or counterclaim in any way relating to this
Agreement, each party waives the right to trial by jury.

          (d)  The parties hereto consent to the jurisdiction and venue of any
state or federal court located in the City of New York for purposes of resolving
any disputes hereunder.

          (e)  Any notice, consent or request to be given in connection with any
of the terms or provisions of this Agreement shall be in writing and shall be
sent by express mail or similar private courier service, by certified mail
(return receipt requested), by hand delivery or by facsimile transmission:

               if to the Trustee, to:

               Continental Stock Transfer & Trust Company
               17 Battery Place
               New York, New York 10004
               Attn: Felix Orihuela
               Fax No.: (212) 509-5150

                                        5


               if to the Company, to:

               Harbor Acquisition Corporation
               One Boston Place - Suite 3630
               Boston, Massachusetts 02108
               Attn: Chief Executive Officer
               Fax No.: (617) 624-8416

               in either case with a copy to:

               Ferris, Baker Watts, Incorporated
               100 Light Street, 8th Floor
               Baltimore, MD 21202
               Attn: Richard Prins
               Fax No.: ________________

          (f)  This Agreement may not be assigned by the Trustee without the
prior consent of the Company and FBW. This Agreement may be assigned by the
Company upon written notice to the Trustee. The parties acknowledge that the
Company intends to assign its rights hereunder to a wholly-owned subsidiary
qualifying as a "security corporation" under Massachusetts tax law.

          (g)  Each of the Trustee and the Company hereby represents that it has
the full right and power and has been duly authorized to enter into this
Agreement and to perform its respective obligations as contemplated hereunder.

          (h)  The Trustee acknowledges and agrees that it shall not make any
claims or proceed against the Trust Account, including by way of set-off, and
shall not be entitled to any funds in the Trust Account under any circumstance.

          (i)  The parties hereto acknowledge that the trust established hereby
shall be a "grantor" trust within the meaning of Sections 671-679 of the
Internal Revenue Code of 1986, as amended, and that as result, the Company shall
be taxable on the income of the Trust Account during all or a portion of the
term hereof. The parties agree that all Federal, state and local income taxes
upon the income of the Trust Account shall be allocated entirely to the Trust
Account and paid by the Trustee pursuant to Section 2(a) hereof, and that the
Trustee may conclusively rely upon the Officers' Certificate referred to in said
Section 2(a) as to the computation and amount of all taxes allocable to the
Trust Account pursuant hereto.

     IN WITNESS WHEREOF, the parties have duly executed this Investment
Management Trust Agreement as of the date first written above.

                                   CONTINENTAL STOCK TRANSFER &
                                   TRUST COMPANY, as Trustee

                                   By:
                                      -------------------------------------
                                   Name:
                                   Title:


                                   HARBOR ACQUISITION CORPORATION

                                   By:
                                      -------------------------------------
                                      Robert J. Hanks, Chief Executive Officer

                                        6


                                    EXHIBIT A

                             [LETTERHEAD OF COMPANY]

[INSERT DATE]

Continental Stock Transfer & Trust Company
17 Battery Place
New York, New York 10004
Attn: ________________


Re: Trust Account No. [__________] - Termination Letter

Gentlemen:

     Pursuant to paragraph 1(i) of the Investment Management Trust Agreement
between Harbor Acquisition Corporation ("COMPANY") and Continental Stock
Transfer & Trust Company ("TRUSTEE"), dated as of , 2006 ("TRUST AGREEMENT"),
this is to advise you that the Company has entered into an agreement ("BUSINESS
AGREEMENT") with ("TARGET BUSINESS") to consummate a business combination with
Target Business ("BUSINESS COMBINATION") on or about [Insert Date]. The Company
shall notify you at least 48 hours in advance of the actual date of the
consummation of the Business Combination ("CONSUMMATION DATE") and provide you
with an Officer's Certificate in accordance with Paragraphs 1(i) and 3(e) of the
Trust Agreement.

     In accordance with the terms of the Trust Agreement, we hereby authorize
you to commence liquidation of the Trust Account to the effect that, on the
Consummation Date, all of the funds held in the Trust Account will be
immediately available for transfer to the account or accounts that the Company
shall direct in writing on the Consummation Date.

     On the Consummation Date (i) counsel for the Company shall deliver to you
written notification that the Business Combination has been consummated, (ii)
the Company shall deliver the oath and report of inspector of election certified
by an independent inspector which may be the Trustee or as otherwise appointed
by FBW (collectively, the "Report"); and (iii) the Company and FBW shall deliver
to you written instructions with respect to the transfer of the funds held in
the Trust Account ("Instruction Letter") along with satisfactory evidence of
delivery of the stock certificates from the Public Stockholders through the
Depository Trust Company, its Deposit Withdraw agent Commission (DWAC) system or
otherwise (the "Stock Certificates"). You are hereby directed and authorized to
transfer the funds held in the Trust Account immediately upon your receipt of
the counsel's letter, the Report, evidence of delivery of the Stock
Certificates, the Officers' Certificates and the Instruction Letter, in
accordance with the terms of the Instruction Letter. In the event that certain
deposits held in the Trust Account may not be liquidated by the Consummation
Date without penalty, you will notify the Company and FBW of the same and the
Company and FBW shall issue joint written instructions directing you as to
whether such funds should remain in the Trust Account and distributed after the
Consummation Date to the Company and/or FBW. Upon the distribution of all the
funds in the Trust Account pursuant to the terms hereof, the Trust Agreement
shall be terminated.

In the event that the Business Combination is not consummated on the
Consummation Date described in the notice thereof and we have not notified you
on or before the original Consummation Date of a new Consummation Date, then the
funds held in the Trust Account shall be reinvested as provided in the Trust
Agreement on the business day immediately following the Consummation Date as set
forth in the notice.

                                       Very truly yours,

                                       HARBOR ACQUISITION CORPORATION


                                       By:
                                          ---------------------------



                                    EXHIBIT B
                             [LETTERHEAD OF COMPANY]

[INSERT DATE]

Continental Stock Transfer & Trust Company
17 Battery Place
New York, New York 10004
Attn: ________________


Re: Trust Account No. [_________] - Termination Letter

Gentlemen:

     Pursuant to paragraph 1(i) of the Investment Management Trust Agreement
between Harbor Acquisition Corporation. ("COMPANY") and Continental Stock
Transfer & Trust Company ("TRUSTEE"), dated as of , 2006 ("TRUST AGREEMENT"),
this is to advise you that the Board of Directors of the Company has voted to
dissolve and liquidate the Company. Attached hereto is a copy of the minutes of
the meeting of the Board of Directors of the Company relating thereto, certified
by the Secretary of the Company as true and correct and in full force and
effect. All terms not defined herein shall have the meanings ascribed to them in
the Trust Agreement.

     In accordance with the terms of the Trust Agreement, we hereby acknowledge
and agree that you have full authority to commence liquidation of the Trust
Account immediately on the LOI Termination Date (unless certain conditions have
been satisfied in accordance with the terms of the Trust Agreement) or Second
Termination Date, whichever is applicable. You will notify the Company, FBW and
JPMorgan Chase Bank, N.A. ("Designated Paying Agent") in writing as to when all
of the funds in the Trust Account will be available for immediate transfer
("Transfer Date").

     The Designated Paying Agent shall thereafter notify you as to the account
or accounts of the Designated Paying Agent that the funds in the Trust Account
should be transferred to on the Transfer Date so that the Designated Paying
Agent may commence distribution of such funds in accordance with the Company's
instructions; provided, however, that satisfactory evidence of delivery of the
stock certificates from the Public Stockholders through the Depository Trust
Company, its Deposit Withdraw Agent Commission (DWAC) system or otherwise. You
shall have no obligation to oversee the Designated Paying Agent's distribution
of the funds. Upon the payment to the Designated Paying Agent of all of the
funds in the Trust Account, the Trust Agreement shall be terminated.

                                             Very truly yours,

                                             HARBOR ACQUISITION CORPORATION


                                             By:
                                                 ---------------------------



                                    EXHIBIT C

                            AUTHORIZED INDIVIDUAL(S)
             AUTHORIZED FOR TELEPHONE CALL BACK TELEPHONE NUMBER(S)

COMPANY:

     Harbor Acquisition Corporation
     One Boston Place - Suite 3630
     Boston, Massachusetts 02108
     Attn: Chief Executive Officer
     (617) 624-8409

FBW:

     Ferris, Baker Watts, Incorporated
     100 Light Street
     Baltimore, Maryland 21202
     Attn: Richard K. Prins
     (410) 659-4385

TRUSTEE:

     Continental Stock Transfer & Trust Company
     17 Battery Place
     New York, New York 10004
     Attn: Felix Orihuela
     (212) 845-3215

EX-10.12

                                                                   EXHIBIT 10.12

                           WARRANT PLACEMENT AGREEMENT

          WARRANT PLACEMENT AGREEMENT (this "Agreement") made as of this ___ day
of ______ 2006 among Harbor Acquisition Corporation, a Delaware corporation (the
"Company") and the undersigned (the "Purchasers").

          WHEREAS, the Company has filed with the Securities and Exchange
Commission ("SEC") a registration statement on Form S-1, as amended (File No.
333-126300) (the "Registration Statement"), in connection with the Company's
initial public offering (the "IPO") of up to 11,500,000 units, each unit
("Unit") consisting of one share of the Company's common stock, $.0001 par value
(the "Common Stock"), and (ii) two warrants (the "Warrants"), each Warrant to
purchase one share of Common Stock; and

          WHEREAS, the Company desires to sell in a private placement to the
Purchasers (the "Placement") an aggregate of 2,000,000 warrants (the "Placement
Warrants") substantially identical to the Warrants being issued in the IPO
pursuant to the terms and conditions hereof and as set forth in the Registration
Statement, except that the Placement Warrants to be issued in the Placement
shall not be registered under the Securities Act of 1933, as amended (the
"Securities Act");

          WHEREAS, each Purchaser desires to acquire the number of Placement
Warrants set forth opposite his name on SCHEDULE A hereto;

          WHEREAS, the Placement Warrants shall be governed by the Warrant
Agreement filed as an exhibit to the Registration Statement; and

          WHEREAS, the Purchasers are entitled to registration rights with
respect to the Placement Warrants and the Common Stock underlying such Placement
Warrants (collectively, the "Registrable Securities") on the terms set forth in
this Agreement.

          NOW, THEREFORE, for and in consideration of the premises and the
mutual covenants hereinafter set forth, the parties hereto do hereby agree as
follows:

     1.   PURCHASE OF WARRANTS. The Purchasers hereby agree, directly or through
          nominees, to purchase an aggregate of 2,000,000 Placement Warrants at
          a purchase price of $0.65 per Placement Warrant, or an aggregate of
          $1,300,000 (the "Purchase Price"). Such purchases shall be in the
          names and amounts set forth on SCHEDULE A hereto.

     2.   CLOSING. The closing of the purchase and sale of the Placement
          Warrants (the "Closing") will take place at such time and place as the
          parties may agree (the "Closing Date"), but in no event later than the
          date on which the SEC declares the Registration Statement effective
          (the "Effective Date"). On the Effective Date, the Purchasers shall
          pay the Purchase Price by wire transfer of funds to an account
          maintained by the Company. Immediately prior to the closing of the
          IPO, the Company shall deposit $1,300,000 of the Purchase Price into
          the trust account described in the Registration Statement (the "Trust
          Account"). The certificates for the Placement Warrants shall be
          delivered to the Purchasers promptly after the closing of the IPO.

     3.   VOTING OF SHARES. If the Company solicits approval of its stockholders
          of a Business Combination, the Purchasers shall vote all of the shares
          of the Common Stock acquired by the Purchasers (i) in the IPO and (ii)
          in the aftermarket in favor of the Business Combination and therefore
          waive any redemption rights they might have with respect to certain of
          such shares. As used herein, a "Business Combination" shall mean an
          acquisition by merger, capital stock exchange, asset or stock
          acquisition of, or similar business combination with, one or more
          entities with agreements to acquire an operating business in the
          consumer or industrial products sectors selected by the Company.



     4.   WAIVER OF LIQUIDATION DISTRIBUTIONS. The Purchasers hereby waive any
          and all right, title, interest or claim of any kind in or to any
          liquidating distributions by the Company in the event of a liquidation
          of the Company upon the Company's failure to timely complete a
          Business Combination. For purposes of clarity, any shares of Common
          Stock purchased in the IPO or the aftermarket by the Purchasers shall
          be eligible to receive any liquidating distributions by the Company.

     5.   LOCK-UP AGREEMENT. The Purchasers shall not sell, assign, hypothecate,
          or transfer any of the Placement Warrants purchased pursuant to this
          Agreement until the earlier of consummation of a Business Combination
          or liquidation of the Company. In order to enforce this covenant, the
          undersigned agrees, if requested by FBW, to deposit the certificates
          representing the Placement Warrants in an account to be established at
          FBW.

     6.   REPRESENTATIONS AND WARRANTIES OF THE PURCHASERS. Each Purchaser
          hereby represents and warrants to the Company that:

          6.1  The Purchaser is an "accredited investor" as that term is defined
               in Rule 501 of Regulation D promulgated under the Securities Act.

          6.2  The Placement Warrants are being acquired for the Purchaser's own
               account, only for investment purposes and not with a view to, or
               for resale in connection with, any distribution or public
               offering thereof within the meaning of the Securities Act.

          6.3  The Purchaser has the full right, power and authority to enter
               into this Agreement and this Agreement is a valid and legally
               binding obligation of the Purchaser enforceable against the
               Purchaser in accordance with its terms.

     7.   REGISTRATION RIGHTS.

          7.1  DEMAND REGISTRATION. Upon the consummation of a Business
               Combination, the Purchasers or their transferees holding a
               majority in interest of the Registrable Securities may make a
               written demand for registration under the Securities Act of all
               or part of their Registrable Securities (a "Demand
               Registration"). Any demand for a Demand Registration shall
               specify the number of Registrable Securities proposed to be sold
               and the intended method(s) of distribution thereof. The Company
               will notify all holders of Registrable Securities of the demand,
               and each holder of Registrable Securities who wishes to include
               all or a portion of such holder's Registrable Securities in the
               Demand Registration (each such holder including shares of
               Registrable Securities in such registration, a "Demanding
               Holder") shall so notify the Company within fifteen (15) days
               after the receipt by the holder of the notice from the Company.
               Upon any such request, the Demanding Holders shall be entitled to
               have their Registrable Securities included in the Demand
               Registration.

               The Company shall, as expeditiously as possible and in any event
               within sixty (60) days after receipt of a request for a Demand,
               prepare and file with the SEC a Registration Statement on any
               form for which the Company then qualifies or which counsel for
               the Company shall deem appropriate and which form shall be
               available for the sale of all Registrable Securities to be
               registered thereunder in accordance with the intended method(s)
               of distribution thereof, and shall use its best efforts to cause
               such Registration Statement to become effective as promptly as
               practicable, but in no event prior to the consummation of the
               Business Combination.

               The Company shall not be obligated to effect more than two Demand
               Registrations in respect of Registrable Securities.

          7.2  "PIGGYBACK" REGISTRATION RIGHTS. Subject to the last sentence of
               this Section 7.2, at any time after a Business Combination, if
               the Company shall determine to proceed with the actual
               preparation and filing of a new registration statement under the
               Securities Act in connection with the proposed offer and sale of
               any of its securities by it or any of its security holders (other
               than a registration statement on Form S-4, S-8 or other limited
               purpose form), the Company will give written notice of its

                                        2


               determination to the Purchasers or their nominees. Upon the
               written request from a majority-in-interest of the Purchasers,
               within 15 days after receipt of any such notice from the Company,
               the Company will, except as herein provided, cause all of the
               Registrable Securities covered by such request (the "Requested
               Stock") held by the Purchasers making such request (the
               "Requesting Holders") to be included in such registration
               statement (each, a "Piggy-Back Registration"), all to the extent
               requisite to permit the sale or other disposition by the
               prospective seller or sellers of the Requested Stock; provided,
               further, that nothing herein shall prevent the Company from, at
               any time, abandoning or delaying any registration. If any
               registration pursuant to this Section 7.2 shall be underwritten
               in whole or in part, the Company may require that the Requested
               Stock be included in the underwriting on the same terms and
               conditions as the securities otherwise being sold through the
               underwriters. In such event, the Requesting Holders shall, if
               requested by the underwriters, execute an underwriting agreement
               containing customary representations and warranties by selling
               stockholders and a lock-up on Registrable Securities not being
               sold. If in the good faith judgment of the managing underwriter
               of such public offering the inclusion of all of the Requested
               Stock would reduce the number of shares to be offered by the
               Company or interfere with the successful marketing of the shares
               of stock offered by the Company, the number of shares of
               Requested Stock otherwise to be included in the underwritten
               public offering may be reduced pro rata (by number of shares)
               among the Requesting Holders and all other holders of
               registration rights who have requested inclusion of their
               securities or excluded in their entirety if so required by the
               underwriter. To the extent only a portion of the Requested Stock
               is included in the underwritten public offering, those shares of
               Requested Stock which are thus excluded from the underwritten
               public offering and any other securities of the Company held by
               such holders shall be withheld from the market by the Holders
               thereof for a period, not to exceed 90 days, which the managing
               underwriter reasonably determines is necessary in order to effect
               the underwritten public offering. At such time as the provisions
               of the registration rights agreement filed as an exhibit to the
               Registration Statement covering the shares of Common Stock
               acquired by the Purchasers prior to the IPO may be exercised, the
               exercise and procedural provisions of such agreement, rather than
               the provisions of Sections 7.2, 7.3 and 7.4 hereof, shall govern
               the Registrable Securities with respect to Piggy-Back
               Registrations.

          7.3  REGISTRATION PROCEDURES. To the extent required by Sections 7.1
               or 7.2, the Company will:

               (a)  prepare and file with the SEC a registration statement with
                    respect to such securities, and use its best efforts to
                    cause such registration statement to become and remain
                    effective until the earlier of the date on which all of the
                    Registrable Securities included in the registration
                    statement have been disposed of in accordance with the
                    intended method(s) of distribution set forth in such
                    Registration Statement or three years from the effective
                    date;

               (b)  prepare and file with the SEC such amendments to such
                    registration statement and supplements to the prospectus
                    contained therein as may be necessary to keep such
                    registration statement effective until the earlier of the
                    date on which all of the Registrable Securities included in
                    the registration statement have been disposed of in
                    accordance with the intended method(s) of distribution set
                    forth in such Registration Statement or three years from the
                    effective date;

               (c)  furnish to the holders participating in such registration
                    and to the underwriters of the securities being registered
                    such reasonable number of copies of the registration
                    statement, preliminary prospectus, final prospectus and such
                    other documents as such underwriters may reasonably request
                    in order to facilitate the public offering of such
                    securities;

               (d)  use its best efforts to register or qualify the securities
                    covered by such registration statement under such state
                    securities or blue sky laws of such jurisdictions as the
                    holders may reasonably request in writing within 20 days
                    following the original filing of such registration
                    statement, except that the Company shall not for any purpose
                    be required to execute a general consent to service of
                    process or to qualify to do business as a foreign
                    corporation in any jurisdiction wherein it is not so
                    qualified;

               (e)  notify the holders, promptly after it shall receive notice
                    thereof, of the time when such registration statement has
                    become effective or a supplement to any prospectus forming a
                    part of such registration statement has been filed;

                                        3


               (f)  notify the holders promptly of any request by the SEC for
                    the amending or supplementing of such registration statement
                    or prospectus or for additional information;

               (g)  prepare and promptly file with the SEC and promptly notify
                    such holders of the filing of such amendment or supplement
                    to such registration statement or prospectus as may be
                    necessary to correct any statements or omissions if, at the
                    time when a prospectus relating to such securities is
                    required to be delivered under the Securities Act, any event
                    shall have occurred as the result of which any such
                    prospectus or any other prospectus as then in effect would
                    include an untrue statement of a material fact or omit to
                    state any material fact necessary to make the statements
                    therein, in the light of the circumstances in which they
                    were made, not misleading; and

               (h)  advise the holders, promptly after it shall receive notice
                    or obtain knowledge thereof, of the issuance of any stop
                    order by the SEC suspending the effectiveness of such
                    registration statement or the initiation or threatening of
                    any proceeding for that purpose and promptly use its best
                    efforts to prevent the issuance of any stop order or to
                    obtain its withdrawal if such stop order should be issued.

The Purchasers shall cooperate with the Company in providing the information
necessary to effect the registration of the Registrable Securities, including
completion of customary questionnaires.

          7.4  EXPENSES. The Company shall bear all costs and expenses incurred
               in connection with any Demand Registration pursuant to Section
               7.1, any Piggy-Back Registration pursuant to Section 7.2, and all
               expenses incurred in performing or complying with its other
               obligations under this Agreement, whether or not the Registration
               Statement becomes effective, including, without limitation: (i)
               all registration and filing fees; (ii) fees and expenses of
               compliance with securities or "blue sky" laws (including fees and
               disbursements of counsel in connection with blue sky
               qualifications of the Registrable Securities); (iii) printing
               expenses; (iv) the Company's internal expenses (including,
               without limitation, all salaries and expenses of its officers and
               employees); (v) the fees and expenses incurred in connection with
               the exchange listing of the Registrable Securities; (vi) National
               Association of Securities Dealers, Inc. fees; (vii) fees and
               disbursements of counsel for the Company and fees and expenses
               for independent certified public accountants retained by the
               Company (including the expenses or costs associated with the
               delivery of any opinions or comfort letters); (viii) the fees and
               expenses of any special experts retained by the Company in
               connection with such registration and (ix) the fees and expenses
               of one legal counsel selected by the holders of a
               majority-in-interest of the Registrable Securities included in
               such registration. The Company shall have no obligation to pay
               any underwriting discounts or selling commissions attributable to
               the Registrable Securities being sold by the holders thereof,
               which underwriting discounts or selling commissions shall be
               borne by such holders. Additionally, in an underwritten offering,
               all selling shareholders and the Company shall bear the expenses
               of the underwriter pro rata in proportion to the respective
               amount of shares each is selling in such offering.

     8.   WAIVER OF CLAIMS; INDEMNIFICATION. The Purchasers hereby waive any and
          all rights to assert any present or future claims, including any right
          of rescission, against the Company, FBW or the other underwriters in
          the IPO with respect to their purchase of the Placement Warrants, and
          each Purchaser agrees jointly and severally to indemnify and hold the
          Company, FBW and the other underwriters in the IPO harmless from all
          losses, damages or expenses that relate to claims or proceedings
          brought against the Company, FBW or such other underwriters by any
          Purchaser of the Placement Warrants or their transferees, heirs,
          assigns or any subsequent holders of the Placement Warrants.

     9.   COUNTERPARTS; FACSIMILE. This Agreement may be executed in any number
          of counterparts, each of which when so executed shall be deemed to be
          an original and all of which taken together shall constitute one and
          the same instrument. This Agreement or any counterpart may be executed
          via facsimile transmission, and any such executed facsimile copy shall
          be treated as an original.

     10.  GOVERNING LAW. This Agreement shall for all purposes be deemed to be
          made under and shall be construed in accordance with the laws of the
          State of Maryland. Each of the parties hereby agrees that any action,
          proceeding or claim against it arising out of or relating in any way
          to this Agreement shall be brought and

                                        4


          enforced in the courts of the State of Maryland or the United States
          District Court for the District of Maryland, and irrevocably submits
          to such jurisdiction, which jurisdiction shall be exclusive. Each of
          the parties hereby waives any objection to such exclusive jurisdiction
          and that such courts represent an inconvenient forum.

   [REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK; SIGNATURE PAGE FOLLOWS.]

                                        5


     IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the
___ day of _______ 2006.

                           HARBOR ACQUISITION CORPORATION


                           By:
                               ----------------------------------------------
                                  Robert J. Hanks, Chief Executive Officer


                           PURCHASERS:


                           --------------------------------------------------
                           Name:
                                 --------------------------------------------


                           --------------------------------------------------
                           Name:
                                 --------------------------------------------

                                        6


                                   SCHEDULE A

                                        7

EX-23.1

QuickLinks -- Click here to rapidly navigate through this document

EXHIBIT 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors
Harbor Acquisition Corporation

We hereby consent to the use in the Prospectus constituting part of Amendment No. 6 to the Registration Statement on Form S-1 (No. 333-126300) of our report dated March 23, 2006, on the financial statements of Harbor Acquisition Corporation as of December 31, 2005 and for the period from June 20, 2005 (date of inception) to December 31, 2005 which appears in such Prospectus. We also consent to the reference to our Firm under the caption "Experts" in such Prospectus.

/s/ GOLDSTEIN GOLUB KESSLER LLP

GOLDSTEIN GOLUB KESSLER LLP
New York, New York

March 23, 2006

QuickLinks

EXHIBIT 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

CORRESP

                                                                Andrew D. Myers

March 24, 2006

VIA EDGAR

Securities and Exchange Commission
Mail Stop 3561
100 F Street, N.E.
Washington, D.C. 20549

Attn:    John Reynolds
         Assistant Director
         Division of Corporation Finance

Re:      Harbor Acquisition Corporation
         Amendment No. 6 to Registration Statement on Form S-1
         REGISTRATION STATEMENT NO. 333-126300
         -----------------------------------------------------



Dear Mr. Reynolds:

Harbor Acquisition Corporation (the "Company") has filed with the Commission an
Amendment No. 6 to the above-referenced Registration Statement (the
"Registration Statement"). For your convenience, we are providing you with three
paper copies of Amendment No. 6 marked to show the changes made from Amendment
No. 5 to the Registration Statement, which was filed with the Commission on
December 9, 2005. Following the filing of Amendment No. 5, the Commission
informed the Company that it had no further comments to the Registration
Statement.

We understand that the Commission may review the changes made in Amendment No.
6. For your convenience, I would like to identify the changes made, which are as
follows.

     1. The Company has included financial information as of and through
December 31, 2005.



Securities and Exchange Commission
March 24, 2006
Page 2

     2. John Carson, who has been a director of the Company, will serve as
Chairman of the Board of Directors. Robert J. Hanks, who was the Chairman, will
remain as Chief Executive Officer and a member of the Board of Directors.

     3. Subject to registration, the Company will complete a placement of
2,000,000 warrants at $0.65 per warrant to its initial stockholders, each of
whom is an accredited investor. The $1.3 million proceeds from the private
placement will be held in the trust account and the initial stockholders will
waive any claim to such proceeds in the event of a liquidation of the Company.
As a result, these proceeds will be available for payment to public stockholders
if the Company liquidates or to stockholders who elect to convert their shares
to cash on consummation of a business combination. The warrants and shares of
common stock underlying the warrants will be registered in the Registration
Statement to avoid any integration issues that may otherwise arise. The
purchasers will agree not to transfer the warrants until the Company consummates
a business combination.

     4. The underwriters have agreed to deposit their non-accountable expense
allowance of $1,350,000 into the trust account until the Company completes a
business combination. This amount will be paid on a pro rata basis to
stockholders who elect to convert their shares to cash on consummation of a
business combination, or forfeited to the public stockholders in the event the
Company does not complete a business combination within the time frame specified
in the prospectus.

     5. One of the Company's initial stockholders will loan the Company
$150,000, which amount will also be deposited in the trust account and repaid
from interest generated from the principal in the trust account.

     6. The working capital requirements of the Company will be funded from
interest generated from the trust account, rather than directly from the net
proceeds from the offering. As a result of this change and those described in
items 3, 4 and 5 of this letter, the principal of the trust account recoverable
by the public stockholders in the event the Company liquidates or by
stockholders electing to convert their shares to cash will increase to 96.3% of
the public offering price of the units.

     7. The Company has added a third underwriter.

     8. The Company will issue a unit purchase option to Ferris, Baker Watts,
Incorporated. (This unit purchase option and the underlying securities were
included in the Company's original filing and the registration fees have been
paid. The Company had removed the option in a subsequent amendment). The Company
has included disclosure regarding the valuation of the unit purchase option on
pages 55 and F-8 of Amendment No. 6.



Securities and Exchange Commission
March 24, 2006
Page 3

     9. Mr. Hanks and Mr. Dullum, as well as Grand Cru Management, LLC, which
they own and control, have transferred shares of common stock of the Company in
private transactions to Mr. Carson. All shares held by the initial stockholders
will be held in escrow.

     10. One of the Company's initial stockholders recently died in a tragic
plane accident. The shares held by his estate were transferred to an LLC owned
by his brother, who is one of the Company's special advisors.

     Pending confirmation that the Commission has completed its review of
Amendment No. 6, the Company anticipates requesting acceleration on or about
April 4, 2006. If you have any questions concerning the material provided
herein, please do not hesitate to call William F. Griffin, Jr., at this office,
or the undersigned.

Very truly yours,


Andrew D. Myers

cc:  Mr. Michael Carney, SEC Branch Chief, Mail Stop 3561
     Mr. Duc Dang, SEC
     Mr. Robert J. Hanks
     Mr. David A. Dullum
     Elizabeth Hughes, Esquire
     William F. Griffin, Jr.