RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS

3 Months Ended

Mar. 31, 2012

RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS

NOTE C - RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS

The Company has restated its financial statements as of March 31, 2012 and December 31, 2011 to correct its accounting for an adjustment related to the warrants issued in connection with the Offering. The Company’s original accounting treatment did not recognize a derivative liability and did not recognize any changes in the fair value of that derivative liability in its statements of operations. There were no changes in the fair value of the warrants during any period presented, therefore, there is no effect to the Company's statements of operations previously filed.

In March 2013, the Company concluded it should correct its accounting related to the Company’s outstanding warrants. The Company had initially accounted for the warrants as a component of equity but upon further evaluation of the terms of the warrant, concluded that the warrants should be accounted for as a derivative liability. The warrants contain a price adjustment provision, such that, in the event the Company completes a business combination subsequent to the initial business combination which results in the Company’s shares no longer being listed on a national exchange or the OTC Bulletin Board, the exercise price of the warrants will decrease by formula that causes the warrants to not be indexed to the Company’s own stock. As a result of this provision, the Company has restated its financial statements to reflect the Company’s warrants as a derivative liability with changes in the fair value recorded in the current period earnings.

The following tables summarize the adjustments made to the previously reported March 31, 2012 balance sheet, statement of operations and statement of cash flows:

March 31, 2012

Selected balance sheet information

	(as previously reported)			Effect of Restatement			(as restated)
Warrant liability	$	-		$	3,000,000		$	3,000,000
Total Liabilities		2,274,857			3,000,000			5,274,857
Common Stock, subject to possible redemption		72,997,826			(3,000,000	)		69,997,826
Common Stock		952			(700	)		252
Additional Paid-in Capital		5,592,414			(592,665	)		4,999,749
Deficit Accumulated during the Development Stage		(593,365	)		593,365			-
Total Stockholders' Equity		5,000,001			-			5,000,001
Total Liabilities and Stockholders' Equity	$	80,272,684		$	-		$	80,272,684
Number of shares of
Common stock subject to possible redemption		7,299,783			(300,000	)		6,999,783
Common stock excluding shares
subject to possible redemption		9,523,810			(6,999,783	)		2,524,027

For the three months ended March 31, 2012

Selected statement of operations information

	(as previously reported)			Effect of Restatement			(as restated)
Expenses:
Change in fair value of warrant liability	$	-		$	600,000		$	600,000
Income (Loss) Attributable to
Common Stockholders	$	(230,860	)	$	600,000		$	369,140
Weighted Average Number of Common Shares
Outstanding, excludes shares subject to
possible redemption - basic and diluted		9,523,810			(6,999,783	)		2,524,027
Basic and Diluted Net Loss per common share,
excludes shares subject to
possible redemption - basic and diluted	$	(0.02	)	$	0.17		$	0.15

Audited statement of cash flows

	(as previously reported)			Effect of Restatement			(as restated)
Operating activities:
Net income (loss)	$	(230,860	)	$	600,000		$	369,140
Gain on change in fair value of warrant liability	$	-		$	(600,000	)	$	(600,000	)

From the period from January 5, 2011 (date of inception) to March 31, 2012

Basic and Diluted Net Loss per common share,
excludes shares subject to
possible redemption - basic and diluted	$	(0.08	)	$	0.34	$	0.26