UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-Q
x
QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For
the quarterly period ended September 30, 2008
Or
¨
TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission
File No.: 001-33327
|
|
CHURCHILL
VENTURES LTD.
|
(
Exact
name of registrant as specified in its charter
)
|
Delaware
|
|
20-5113856
|
(State
or other jurisdiction of incorporation or organization)
|
|
(I.R.S.
Employer Identification No.)
|
|
50
Revolutionary Road, Scarborough, New York
|
|
10510
|
(Address
of principal executive offices)
|
|
(Zip
Code)
|
|
(Registrant’s
telephone number, including area code: (914) 762-2553)
|
Indicate
by check mark whether the registrant (1) has filed all reports required to
be
filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during
the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements
for
the past 90 days. Yes
þ
No
¨
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, or a non-accelerated filer. See definition of “accelerated
filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check
one):
|
Large
accelerated filer
¨
|
|
Accelerated
filer
¨
|
|
Non-accelerated
filer
ý
|
|
Smaller
reporting company
¨
|
|
(Do
not check if smaller reporting company)
|
|
|
|
|
|
|
Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act) Yes
þ
No
¨
Indicate
the number of shares outstanding of each of the Issuer’s classes of common
stock, as of the latest practicable date: 16,597,400
shares
of
common stock, par value $0.001 per share issued and outstanding as of November
12, 2008.
CHURCHILL
VENTURES LTD.
INDEX
TO FORM 10-Q
PART
I. FINANCIAL INFORMATION
Item
1.
|
Condensed
Financial Statements
|
|
|
|
|
|
|
|
Condensed
Balance Sheets as of September 30, 2008 (unaudited) and December
31, 2007
|
|
3
|
|
|
|
|
|
Unaudited
Condensed Statements of Operations for the three and nine months
ended
September 30, 2008, 2007 and for the period from June 26, 2006 (date
of
inception) to September 30, 2008
|
|
4
|
|
|
|
|
|
Unaudited
Condensed Statements of Stockholders’ Equity for the period from June 26,
2006 (date of inception) to September 30, 2008
|
|
5
|
|
|
|
|
Unaudited
Condensed Statements of Cash Flows for the nine months ended September
30,
2008, 2007 and for the period from June 26, 2006 (date of inception)
to
September 30, 2008
|
|
6
|
|
|
|
|
|
Notes
to Unaudited Condensed Financial Statements
|
|
7
|
|
|
|
|
Item
2.
|
Management’s
Discussion and Analysis of Financial Condition and Results of Operations
|
|
14
|
|
|
|
|
Item
3.
|
Quantitative
and Qualitative Disclosures About Market Risk
|
|
17
|
|
|
|
|
Item
4.
|
Controls
and Procedures
|
|
18
|
|
|
|
PART
II. OTHER INFORMATION
|
|
|
|
|
|
|
Item
6.
|
Exhibits
|
|
19
|
PART
I
FINANCIAL
INFORMATION
Item
1. Financial Statements
Churchill
Ventures Ltd.
(a
corporation in the development stage)
Condensed
Balance Sheet
|
|
September
30,
2008
(unaudited)
|
|
December
31,
2007
|
|
ASSETS
|
|
|
|
|
|
|
|
Current
Assets
|
|
|
|
|
|
|
|
Cash
and cash equivalents
|
|
$
|
569,474
|
|
$
|
1,519,407
|
|
Cash
held in trust available for operations and taxes
|
|
|
264,588
|
|
|
312,368
|
|
Interest
receivable (trust account)
|
|
|
224,168
|
|
|
435,364
|
|
Prepaid
expenses
|
|
|
93,827
|
|
|
200,022
|
|
Total
current assets
|
|
|
1,152,057
|
|
|
2,467,161
|
|
Cash
held in trust account
|
|
|
109,463,940
|
|
|
108,303,244
|
|
Non-current
asset
|
|
|
-
|
|
|
27,708
|
|
Deferred
tax asset
|
|
|
-
|
|
|
293,552
|
|
TOTAL
ASSETS
|
|
$
|
110,615,997
|
|
$
|
111,091,665
|
|
LIABILITIES
& STOCKHOLDERS' EQUITY
|
|
|
|
|
|
|
|
Current
liabilities
|
|
|
|
|
|
|
|
Accounts
payable and accrued expenses
|
|
$
|
564,901
|
|
$
|
216,189
|
|
Income
taxes payable
|
|
|
588
|
|
|
312,368
|
|
Total
current liabilities
|
|
|
565,489
|
|
|
528,557
|
|
|
|
|
|
|
|
|
|
Deferred
underwriting discount
|
|
|
3,772,272
|
|
|
3,772,272
|
|
Total
liabilities
|
|
|
4,337,761
|
|
|
4,300,829
|
|
|
|
|
|
|
|
|
|
Commitments
and contingencies
|
|
|
|
|
|
|
|
Common
stock, subject to possible conversion, 2,693,133 shares at conversion
value
|
|
|
21,490,637
|
|
|
21,490,637
|
|
Interest
attributable to common stock, subject to possible conversion (net
of taxes
of $342,719 and $173,260, respectively)
|
|
|
493,181
|
|
|
249,326
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stockholders'
equity
|
|
|
|
|
|
|
|
Preferred
Stock, $0.001 par value; 25,000,000 shares authorized; none issued
and
outstanding
|
|
|
-
|
|
|
-
|
|
Common
Stock, $0.001 par value, 250,000,000 shares authorized, 16,597,400
shares
issued and outstanding as of September 30, 2008 and December 31,
2007
(which includes 2,693,133 shares subject to possible
conversion)
|
|
|
16,597
|
|
|
16,597
|
|
Additional
paid- in capital
|
|
|
83,195,407
|
|
|
83,080,957
|
|
Earnings
accumulated during the development stage
|
|
|
1,082,414
|
|
|
1,953,319
|
|
Total
stockholders' equity
|
|
|
84,294,418
|
|
|
85,050,873
|
|
TOTAL
LIABILITIES AND STOCKHOLDERS' EQUITY
|
|
$
|
110,615,997
|
|
$
|
111,091,665
|
|
The
accompanying notes are an integral part of these financial statements.
Churchill
Ventures Ltd.
(a
corporation in the development stage)
Condensed
Statements of Operations
(unaudited)
|
|
For
the three months ended
September
30, 2008
|
|
For
the three months ended
September
30, 2007
|
|
For
the nine months ended
September
30, 2008
|
|
For
the nine months ended
September
30, 2007
|
|
For
the period from
June
26, 2006 (date of inception) to September 30,
2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Formation
and operating costs
|
|
$
|
765,135
|
|
$
|
154,328
|
|
$
|
1,563,211
|
|
$
|
311,133
|
|
$
|
2,281,508
|
|
Net
loss from operations
|
|
|
(765,135
|
)
|
|
(154,328
|
)
|
|
(1,563,211
|
)
|
|
(311,133
|
)
|
|
(2,281,508
|
)
|
Other
Income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest
income- Trust
|
|
|
625,846
|
|
|
1,400,813
|
|
|
2,067,604
|
|
|
3,137,650
|
|
|
6,469,725
|
|
Interest
income- Other
|
|
|
3,041
|
|
|
15,837
|
|
|
16,213
|
|
|
28,877
|
|
|
61,623
|
|
Income
before provision for income taxes
|
|
|
(136,248
|
)
|
|
1,262,322
|
|
|
520,606
|
|
|
2,855,394
|
|
|
4,249,840
|
|
Provision
for income taxes
|
|
|
(260,135
|
)
|
|
(517,962
|
)
|
|
(1,147,656
|
)
|
|
(1,170,712
|
)
|
|
(2,674,245
|
)
|
Net
(loss) or income
|
|
$
|
(396,383
|
)
|
$
|
744,360
|
|
$
|
(627,050
|
)
|
$
|
1,684,682
|
|
$
|
1,575,595
|
|
Maximum
number of shares outstanding subject to possible
conversion:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted
average number of shares
|
|
|
2,693,133
|
|
|
2,693,133
|
|
|
2,693,133
|
|
|
2,111,100
|
|
|
|
|
Income
per share amount-basic & diluted
|
|
$
|
0.03
|
|
$
|
0.04
|
|
$
|
0.09
|
|
$
|
0.05
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted
average shares outstanding not subject to possible
conversion:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
and Diluted
|
|
|
13,904,267
|
|
|
13,904,267
|
|
|
13,904,267
|
|
|
11,574,682
|
|
|
|
|
Pro
Forma Diluted effect of warrants
|
|
|
-
|
|
|
3,946,266
|
|
|
-
|
|
|
2,939,825
|
|
|
|
|
Pro
Forma Diluted
|
|
|
13,904,267
|
|
|
17,850,533
|
|
|
13,904,267
|
|
|
14,514,507
|
|
|
|
|
Net
income per share
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
and Diluted
|
|
$
|
(0.03
|
)
|
$
|
0.05
|
|
$
|
(0.06
|
)
|
$
|
0.14
|
|
|
|
|
Pro
Forma Diluted
|
|
$
|
(0.03
|
)
|
$
|
0.04
|
|
$
|
(0.06
|
)
|
$
|
0.11
|
|
|
|
|
The
accompanying notes are an integral part of these condensed financial
statements.
Churchill
Ventures Ltd.
(a
corporation in the development stage)
Condensed
Statements of Stockholders’ Equity
For
the period from June 26, 2006 to September 30, 2008
|
|
|
|
|
|
|
|
(Loss)
|
|
|
|
|
|
|
|
|
|
|
|
Earnings
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated
|
|
|
|
|
|
|
|
|
|
Additional
|
|
in
the
|
|
Total
|
|
|
|
Common
Stock
|
|
Paid-in
|
|
Development
|
|
Stockholders'
|
|
|
|
Shares
|
|
Amount
|
|
capital
|
|
Stage
|
|
Equity
|
|
June
26, 2006 (Inception) to September 30, 2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Initial
Capital from founding stockholders for cash - July 6, 2006
|
|
|
3,250,000
|
|
$
|
3,250
|
|
$
|
13,000
|
|
$
|
-
|
|
$
|
16,250
|
|
Repurchase
and retirement of common stock - September 5, 2006
|
|
|
(125,000
|
)
|
|
(125
|
)
|
|
(500
|
)
|
|
-
|
|
|
(625
|
)
|
Net
loss for the period June 26, 2006 (inception) to December 31,
2006
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
(1,000
|
)
|
|
(1,000
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance,
December 31, 2006
|
|
|
3,125,000
|
|
|
3,125
|
|
|
12,500
|
|
|
(1,000
|
)
|
|
14,625
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sale
of private placement warrants - February 28, 2007
|
|
|
-
|
|
|
-
|
|
|
5,000,000
|
|
|
-
|
|
|
5,000,000
|
|
Sale
of 13,472,400 units at $8.00 per unit, net of underwriter's discount
and
offering expenses (including 2,693,133 shares subject to possible
conversion) - March 9, 2007
|
|
|
13,472,400
|
|
|
13,472
|
|
|
99,559,094
|
|
|
-
|
|
|
99,572,566
|
|
Net
proceeds subject to possible conversion of 2,693,133
shares
|
|
|
-
|
|
|
-
|
|
|
(21,490,637
|
)
|
|
-
|
|
|
(21,490,637
|
)
|
Accretion
of trust fund relating to common stock subject to possible conversion
for
the year ended December 31, 2007 (net of taxes of
$173,260)
|
|
|
|
|
|
|
|
|
|
|
|
(249,326
|
)
|
|
(249,326
|
)
|
Net
income for the year ended December 31, 2007
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
2,203,645
|
|
|
2,203,645
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance,
December 31, 2007
|
|
|
16,597,400
|
|
|
16,597
|
|
|
83,080,957
|
|
|
1,953,319
|
|
|
85,050,873
|
|
Accretion
of trust fund relating to common stock subject to possible conversion
for
the nine months ended September 30, 2008 (net of taxes of
$169,459)
|
|
|
|
|
|
|
|
|
|
|
|
(243,855
|
)
|
|
(243,855
|
)
|
Transfer
of Common Stock (deemed compensation)
|
|
|
|
|
|
|
|
|
114,450
|
|
|
|
|
|
114,450
|
|
Net
loss for the nine months ended September 30, 2008
|
|
|
|
|
|
|
|
|
|
|
|
(627,050
|
)
|
|
(627,050
|
)
|
Balance,
September 30, 2008 (unaudited)
|
|
|
16,597,400
|
|
$
|
16,597
|
|
$
|
83,195,407
|
|
$
|
1,082,414
|
|
$
|
84,294,418
|
|
The
accompanying notes are an integral part of these condensed financial statements.
Churchill
Ventures Ltd.
(a
corporation in the development stage)
Condensed
Statements of Cash Flows
(unaudited)
|
|
For
the nine months ended September 30, 2008
|
|
For
the nine months ended September 30, 2007
|
|
For
the period from June 26, 2006 (date of inception) to September 30,
2008
|
|
Cash
flows from operating activities:
|
|
|
|
|
|
|
|
|
|
|
Net
(loss) or income
|
|
$
|
(627,050
|
)
|
$
|
1,684,682
|
|
$
|
1,575,595
|
|
Stock
Based Compensation
|
|
|
114,450
|
|
|
|
|
|
114,450
|
|
Deferred
taxes
|
|
|
293,552
|
|
|
(127,565
|
)
|
|
-
|
|
Adjustments
to reconcile net income to net cash (used in) operating
activities:
|
|
|
|
|
|
|
|
|
|
|
Changes
in operating assets and liabilities:
|
|
|
|
|
|
|
|
|
|
|
Prepaid
expenses
|
|
|
133,903
|
|
|
(236,286
|
)
|
|
(93,827
|
)
|
Accounts
payable and accrued expenses
|
|
|
348,711
|
|
|
-
|
|
|
564,901
|
|
Interest
receivable
|
|
|
211,196
|
|
|
(461,758
|
)
|
|
(224,168
|
)
|
Income
taxes payable
|
|
|
(311,780
|
)
|
|
330,203
|
|
|
588
|
|
Net
cash provided by operating activities
|
|
|
162,982
|
|
|
1,189,276
|
|
|
1,937,539
|
|
Cash
flows from investing activities:
|
|
|
|
|
|
|
|
|
|
|
Cash
held in trust account
|
|
|
(1,112,915
|
)
|
|
(107,911,098
|
)
|
|
(109,728,528
|
)
|
Net
cash (used in) investing activities
|
|
|
(1,112,915
|
)
|
|
(107,911,098
|
)
|
|
(109,728,528
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Cash
flows from financing activities:
|
|
|
|
|
|
|
|
|
|
|
Proceeds
from public offering - net
|
|
|
-
|
|
|
103,344,838
|
|
|
103,344,838
|
|
Net
proceeds from the sale of stock to founding stockholders
|
|
|
-
|
|
|
-
|
|
|
16,250
|
|
Proceeds
from note payable to affiliate
|
|
|
-
|
|
|
-
|
|
|
240,000
|
|
Repayment
of note payable to affiliate
|
|
|
-
|
|
|
(240,000
|
)
|
|
(240,000
|
)
|
Deferred
offering costs
|
|
|
-
|
|
|
163,186
|
|
|
-
|
|
Repurchase
and retirement of common stock
|
|
|
-
|
|
|
-
|
|
|
(625
|
)
|
Proceeds
from private placement warrants
|
|
|
-
|
|
|
5,000,000
|
|
|
5,000,000
|
|
Net
cash provided by financing activities
|
|
|
-
|
|
|
108,268,024
|
|
|
108,360,463
|
|
Net
increase (decrease) in cash and cash equivalents for
period
|
|
|
(949,933
|
)
|
|
1,546,202
|
|
|
569,474
|
|
Cash
and cash equivalents, beginning of period
|
|
|
1,519,407
|
|
|
91,439
|
|
|
-
|
|
Cash
and cash equivalents, end of period
|
|
$
|
569,474
|
|
$
|
1,637,641
|
|
$
|
569,474
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental
cash disclosure
|
|
|
|
|
|
|
|
|
|
|
Cash
paid for income taxes
|
|
$
|
1,165,884
|
|
$
|
968,073
|
|
$
|
2,673,957
|
|
Supplemental
schedule of non-cash financing activities
|
|
|
|
|
|
|
|
|
|
|
Accrued
offering costs
|
|
$
|
-
|
|
$
|
-
|
|
$
|
-
|
|
Deferred
underwriting discount
|
|
|
-
|
|
|
3,772,272
|
|
|
3,772,272
|
|
Common
stock subject to possible conversion
|
|
|
-
|
|
|
21,490,637
|
|
|
21,490,637
|
|
The
accompanying notes are an integral part of these condensed financial statements.
Churchill
Ventures Ltd.
(a
corporation in the development stage)
Notes
to Condensed Financial Statements
(unaudited)
Note
1 — Basis of Reporting
The
accompanying unaudited condensed financial statements have been prepared in
accordance with generally accepted accounting principles in the United States
of
America (“GAAP”) for interim financial information and pursuant to the rules and
regulations of the Securities and Exchange Commission (the “SEC”). Accordingly,
they do not include all of the information and footnotes required by GAAP for
complete financial statements. In the opinion of management, such statements
include all adjustments (consisting only of normal recurring items) which are
considered necessary for a fair presentation of the financial position of
Churchill Ventures Ltd. and the results of its operations and cash flows for
the
periods presented. The results of its operations for the period ended September
30, 2008 is not necessarily indicative of the operating results for the full
year. It is suggested that these financial statements be read in conjunction
with the financial statements and related disclosures for the period ended
December 31, 2007 included in the Annual report of Churchill Ventures Ltd.
on
Form 10-K (File Number 001-33327), filed with the SEC on March 18, 2008. The
Condensed Balance Sheet at December 31, 2007 is derived from the December 31,
2007 audited financial statements.
Note
2 — Organization and Nature of Business Operations
Churchill
Ventures Ltd. (the “Company”) is a blank check company incorporated on June 26,
2006 for the purpose of effecting a merger, capital stock exchange, stock
purchase, asset acquisition or other similar business combination with an
operating business in the communications, media or technology
industries.
At
September 30, 2008, the Company had not commenced any operations. All activity
from June 26, 2006 (inception) through September 30, 2008 relates to the
Company’s formation and initial public offering (the “Offering”) described
below, and activities relating to identifying and evaluating prospective
acquisition candidates.
The
registration statement for the Company’s initial public offering (which is
further described in Note 4) (the “Public Offering”) was declared effective on
March 1, 2007. On February 28, 2007, the Company completed a private placement
for warrants (which are further described in Note 5) (the “Private Placement”)
and received proceeds of $5,000,000. The Company consummated the Public Offering
on March 6, 2007. In addition, on March 6, 2007, the underwriters for the Public
Offering exercised the over-allotment option (the “Over-Allotment Option
Exercise”), which closed on March 9, 2007. The combined Public Offering and
Over-Allotment Option Exercise generated net proceeds of $103,344,838. The
Company’s management has broad discretion with respect to the specific
application of the net proceeds of the Public Offering, although substantially
all of the net proceeds of the Public Offering are intended to be applied toward
effecting a merger, capital stock exchange, stock purchase, asset acquisition
or
other similar business combination with an operating business in the
communications, media or technology industries. As used herein, a “Business
Combination” shall mean the acquisition of one or more businesses that at the
time of the Company’s initial business combination has a fair market value of at
least 80.0% of the Company’s net assets (all of the Company’s assets, including
the funds held in the trust account excluding deferred underwriting discount
from the Public Offering and Over-Allotment Option Exercise of $3.77
million).
The
Company intends to focus on identifying target businesses in the technology,
media and telecom industries in the United States, Europe and Israel that may
provide significant opportunities for growth.
Upon
closing of the Public Offering, the Over-Allotment Option Exercise by the
underwriters, and the private placement proceeds, $107,506,928 was placed in
a
trust account to be held until the earlier of (i) the consummation of the
Company’s first Business Combination or (ii) the dissolution of the Company. The
amount placed in the trust account consisted of certain Public Offerings
proceeds as well as $3.77 million of deferred underwriting discounts and
commissions that will be released to the underwriters on completion of a
Business Combination. However, the underwriters have waived their rights to
the
deferred underwriting discount with respect to those units held by public
stockholders who vote against an initial business combination and who exercise
their conversion rights with respect to their shares. Interest (net of taxes)
earned on assets held in the trust account will remain in the trust. However,
up
to $1.35 million of the interest earned on the trust account (net of taxes
payable on such interest) may be released to the Company to cover a portion
of
the Company's operating expenses.
The
Company will seek stockholder approval before it will effect any Business
Combination. In connection with the stockholder vote required to approve any
Business Combination, the Company’s existing stockholders including all of the
Company’s officers, directors and advisors have agreed to vote the shares of
common stock then-owned by them in accordance with the majority of the shares
of
common stock voted by the Public Stockholders, defined as the holders of common
stock sold as part of the units in the Offering or in the aftermarket. The
Company will proceed with a Business Combination only if a majority of the
shares of common stock voted by the Public Stockholders are voted in favor
of
the Business Combination and Public Stockholders owning less than 20% of the
shares sold in the Offering exercise their right to convert their shares into
a
pro rata share of the aggregate amount then on deposit in the trust account.
If
a majority of the shares of common stock voted by the Public Stockholders are
not voted in favor of a proposed initial Business Combination but 18 months
has
not yet passed since closing of the Public Offering (or within 24 months from
the consummation of the Public Offering if a letter of intent, agreement in
principle or definitive agreement has been executed within 18 months after
consummation of the Public Offering and a Business Combination has not yet
been
consummated within such 24 month period), the Company may combine with another
target business meeting the fair market value criterion described
above.
Public
Stockholders voting against a Business Combination will be entitled to convert
their stock into a pro rata share of the total amount on deposit in the trust
account including the deferred underwriter’s discount, and including any
interest earned on their portion of the trust account, excluding $1.35 million
of the interest earned on the trust account which may be released to the Company
to cover a portion of the Company’s operating expenses and net of taxes payable
on such interest. Public Stockholders who convert their stock into their share
of the trust account will continue to have the right to exercise any warrants
they may hold.
The
Company will dissolve and promptly distribute only to its Public Stockholders
the amount in the trust account, less any taxes payable, plus any remaining
net
assets if the Company does not effect a Business Combination within 18 months
after consummation of the Public Offering (or within 24 months from the
consummation of the Public Offering if a letter of intent, agreement in
principle or definitive agreement has been executed within 18 months after
consummation of the Public Offering and a Business Combination has not yet
been
consummated within such 24 month period). In the event of dissolution, it is
likely that the per share value of the residual assets remaining available
for
distribution (including trust account assets) will be less than the initial
public offering price per share in the Public Offering (assuming no value is
attributed to the warrants contained in the units offered in the Public Offering
discussed in Note 4).
The
Company has satisfied the conditions in its Certificate of Incorporation to
extend the date by which it must effect a Business Combination until 24 months
after the consummation of the Public Offering.
The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern. There is no assurance that the Company’s plans
to consummate a Business Combination will be successful or successful within
the
target business acquisition period. These factors, among others, raise
substantial doubt about the Company’s ability to continue operations as a going
concern. The accompanying financial statements do not include any adjustments
that may result from the outcome of this uncertainty. The Company’s independent
auditors have expressed uncertainty about the Company’s ability to continue as a
going concern in their opinion on the Company’s fiscal 2007 financial
statements.
Note
3 — Summary of Significant Accounting Policies
Cash
and Cash Equivalents
The
Company considers all highly liquid investments with maturities of three months
or less to be cash equivalents, when purchased.
Net
Income per Common Share
Basic
net
income per share is computed by dividing the earnings applicable to common
stockholders by the weighted average number of common shares outstanding for
the
period. Warrants issued by the Company in the Public Offering and private
placement are contingently exercisable upon consummation of business
combination. Hence these are presented in the pro forma diluted earnings per
share. Pro forma diluted net income per share reflects the potential dilution
assuming common shares were issued upon the exercise of outstanding in the
money
warrants and the proceeds thereof were used to purchase common shares at the
average market price during the period.
The
Company’s statement of operations includes a presentation of earnings per share
subject to possible conversion in a manner similar to the two-class method
of
earnings per share. Basic and diluted net income per share amount for the
maximum number of shares subject to possible conversion is calculated by
dividing the net interest income attributable to common shares subject to
conversion ($73,813 and $243,855 for the three and nine months ended September
30, 2008, respectively) by the weighted average number of shares subject to
possible conversion. Per share amounts for the shares outstanding not subject
to
possible conversion are calculated by dividing the net income exclusive of
the
net interest income attributable to common shares subject to conversion by
the
weighted average number of shares not subject to possible
conversion.
At
September 30, 2008, the Company had outstanding warrants to purchase 18,472,400
shares of common stock.
Use
of Estimates
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 and disclosure of contingent 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.
Income
Taxes
Deferred
income taxes are provided for the differences between the bases of assets and
liabilities for financial reporting and income tax purposes.
The
Company recorded a deferred income tax asset for the tax effect of start-up
and
organization costs, aggregating approximately $934,599 as of September 30,
2008.
The Company believes that it is not more likely than not it will be able to
realize this deferred tax asset in the future and, therefore, it has provided
a
valuation allowance against this deferred tax asset. The valuation allowance
increased $316,905 during the three months ended and $934,599 for the nine
months ended September 30, 2008.
The
effective tax rate differs from the statutory rate of 35% due to the provision
for state taxes and the change in the valuation allowance in 2008.
Recently
issued accounting pronouncements
In
June
2006, the Financial Accounting Standards Board (FASB) issued FASB Interpretation
No. 48, Accounting for Uncertainty in Income Taxes, an interpretation of FASB
Statement No. 109 (FIN 48). FIN 48 clarifies the accounting for uncertainties
in
income taxes recognized in a company’s financial statements in accordance with
Statement 109 and prescribes a recognition threshold and measurement
attributable for financial disclosure of tax positions taken or expected to
be
taken on a tax return. Additionally, FIN 48 provides guidance on derecognition,
classification, interest and penalties, accounting in interim periods,
disclosure and transition. We adopted the provisions of FIN 48 as of January
1,
2007. The adoption of FIN 48 did not impact our financial position, results
of
operations or cash flows for the year ended December 31, 2007. Our accounting
policy for recognition of interest and penalties related to income taxes is
to
include such items as a component of income tax expense. All tax years since
our
inception (June 26, 2006), as filed or yet to be filed, are open to examination
by the appropriate tax authorities.
In
September 2006, the FASB issued Statement of Financial Accounting Standards
No. 157, “Fair Value Measurements” (“SFAS 157”). SFAS No.157 clarifies the
principle that fair value should be based on the assumptions market participants
would use when pricing an assets or liability and establishes a fair value
hierarchy that prioritizes the information used to develop those assumptions.
On
February 12, 2008, the FASB issued FASB Staff Position (FSP) FAS 157-2,
“Effective Date of FASB Statement No. 157”. The FSP amended FASB Statement No.
157 to delay the effective date of SFAS No. 157 for all nonfinancial assets
and
nonfinancial liabilities, except those that are recognized or disclosed at
fair
value in the financial statements on a recurring basis (that is, at least
annually), to fiscal years beginning after November 15, 2008. The Company
adopted SFAS No. 157 for financial assets and liabilities in the first quarter
of 2008. The Statement utilizes a fair value hierarchy that prioritizes the
inputs to valuation techniques used to measure fair value into three broad
levels. A brief description of those three levels is as follows:
|
·
|
Level
1: Observable inputs such as quoted prices in active markets for
identical
assets of liabilities.
|
|
·
|
Level
2: Inputs other than quoted prices that are observable for the
asset or
liability, either directly or
indirectly.
|
|
·
|
Level
3: Significant unobservable inputs.
|
The
Company’s financial assets subject to fair value measurements are as
follows:
|
Fair
Value
as
of
September
30
|
Fair
Value Measurements at September 30, 2008
Using
Fair Value Hierarchy
|
Level
1
|
Level
2
|
Level
3
|
Cash
and cash equivalents
|
$569,474
|
$569,474
|
-
|
-
|
Cash
held in trust account
|
109,728,528
|
109,728,528
|
-
|
-
|
Total
|
$110,298,002
|
$110,298,002
|
-
|
-
|
As
of
September 30, 2008, the Company does not have any financial liabilities.
No
gains or losses resulting for the fair value measurement of financial assets
were included in the Company’s earnings. The adoption of SFAS No. 157 has not
impacted the Company’s results of operations and financial
position.
In
February 2007, the FASB issued Statement of Financial Accounting Standards
No.
159, “the Fair Value Option for Financial Assets and Financial Liabilities”
(“SFAS No. 159”). SFAS No. 159 permits entities to choose to measure many
financial instruments and certain other items at fair value that are not
currently required to be measured at fair value. SFAS 159 also establishes
presentation and disclosure requirements designed to facilitate comparisons
between entities that chose different measurement attributes for similar
assets
and liabilities. SFAS No. 159 is effective for financial statements issued
for
fiscal years beginning after November 15, 2007. The Company has elected not
to
measure any eligible items at fair value. Accordingly, the adoption of SFAS
No.
157 has not impacted the Company’s results of operations and financial
position.
Note
4 — Public Offering
On
March
6, 2007, the Company sold to the public 12,500,000 Units at a price of $8.00
per
unit. Each Unit consists of one share of the Company’s common stock, $0.001 par
value, and one warrant. Each warrant entitles the holder to purchase from
the
Company one share of common stock at an exercise price of $6.00, or at the
holder’s option via “cashless” exercise, during the period commencing the later
of the completion of a Business Combination with a Target Business or March
1,
2008 and expiring March 1, 2011, unless earlier redeemed. The warrants will
be
redeemable at the Company's option, at a price of $0.01 per warrant upon
30 days
written notice after the warrants become exercisable, only in the event that
the
last sale price of the common stock is at least $11.50 per share for any
20
trading days within a 30 trading day period ending on the third business
day
prior to the date on which notice of redemption is given.
In
accordance with the Warrant Agreement related to the warrants (the “Warrant
Agreement”), the Company is only required to use its best efforts to effect the
registration of the shares of common stock underlying the Warrants. The Company
will not be obligated to deliver securities, and there are no contractual
penalties for failure to deliver securities, if a registration statement
is not
effective at the time of exercise. Additionally, in the event that a
registration statement is not effective at the time, the holder of such warrant
shall not be entitled to exercise such warrant and in no event (whether in
the
case of a registration statement not being effective or otherwise) will the
Company be required to net cash settle the warrant exercise. Consequently,
the
warrants may expire unexercised.
On
March
9, 2007 the Company sold an additional 972,400 Units pursuant to the
Over-Allotment Option Exercise.
Note
5 — Note Payable to Affiliate and Related Party
Transactions
The
Company issued on July 6, 2006 a $240,000 unsecured promissory note to Churchill
Capital Partners LLC (“Churchill Capital”), an entity owned by our management.
The note, which was non-interest bearing and payable on the consummation
of the
Public Offering, was fully repaid on March 6, 2007.
The
Company has agreed to pay $7,500 a month in total for office space and general
and administrative services to Churchill Capital, commencing on March 1,
2007
and terminating upon the earlier of (i) the completion of the Company’s Business
Combination, or (ii) the Company’s dissolution. Such fees amounted $67,500,
$52,500, and $142,500 during the nine months ended September 30, 2008 and
2007
and the period June 26, 2006 (date of inception) to September 30, 2008,
respectively.
On
February 28, 2007, Churchill Capital purchased an aggregate of 5,000,000
warrants at a price of $1.00 per warrant from the Company. Churchill Capital
has
agreed that it will not sell or transfer these warrants until after the Company
consummates a Business Combination. If the private placement was not conducted
in compliance with applicable law, Churchill Capital may have the right to
rescind its purchase of the sponsor warrants, which may require the Company
to
refund an aggregate $5,000,000 to Churchill Capital Partners LLC. Although
Churchill Capital has waived its right, if any, to rescind the sponsor warrants
purchase as a remedy to Company’s failure to register these securities, the
waiver may not be enforceable in light of the public policy underlying Federal
and state securities laws.
Note
6 — Units
On
July
6, 2006, the Company issued 3,160,000 units to Churchill Capital for $15,800
in
cash, an average purchase price of approximately $0.005 per unit. On September
4, 2006, the Company agreed with Churchill Capital to exchange the 3,160,000
units for 3,160,000 shares of common stock on September 5, 2006. The Company
also retired 125,000 shares of the common stock issued to Churchill Capital
and
returned $625 to Churchill Capital to effect the reduction in the Company’s
capital.
On
July
6, 2006, the Company issued 30,000 units each to two of its directors and
one
advisor for $150 in cash, at an average purchase price of approximately $0.005
per unit. On September 4, 2006, the Company agreed with those unitholders
to
exchange the 30,000 units for 30,000 shares of common stock.
Note
7 — Common Stock
On
February 29, 2008, a former director transferred 15,000 shares of common
stock
to new directors in connection with their appointment as directors. The Company
has recorded a non-cash compensation charge and a related capital contribution
of $114,450 during the period ended September 30, 2008 related to this
transaction.
Note
8 — Preferred Stock
The
Company is authorized to issue 25,000,000 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.
Note
9 — Commitments and Contingencies
The
Company entered into an agreement with Banc of America Securities LLC, dated
as
of January 24, 2008, to serve as our financial advisor in connection with
any
proposed business combination. That agreement includes a minimum fee payable
to
Banc of America of $4 million upon the consummation of any business combination,
with further fees payable for transactions above $500 million in
value.
Item
2.
Management’s
Discussion and Analysis of Financial Condition and Results of
Operations
Overview
The
following discussion and analysis should be read in conjunction with our
financial statements and the related Notes to the financial
statements.
This
Quarterly Report on Form 10-Q includes forward-looking statements within
the
meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended. We have based
these forward-looking statements on our current expectations and projections
about future events. These forward-looking statements are subject to known
and
unknown risks, uncertainties and assumptions about us that may cause our
actual
results, levels of activity, performance or achievements to be materially
different from any future results, levels of activity, performance or
achievements expressed or implied by such forward-looking statements. In
some
cases, you can identify forward-looking statements by terminology such as
“may,”
“should,” “could,” “would,” “expect,” “plan,” “anticipate,” “believe,”
“estimate,” “continue,” or the negative of such terms or other similar
expressions. Factors that might cause or contribute to such a discrepancy
include, but are not limited to, those described in our other Securities
and
Exchange Commission filings.
General
We
were
formed on June 26, 2006, to serve as a vehicle to effect a merger, capital
stock
exchange, stock purchase, asset acquisition or other similar business
combination with an operating business in the communications, media or
technology industries.
On
March
6, 2007, we completed our initial public offering of 12,500,000 units. On
March
9, 2007, we closed the underwriter’s over-allotment option exercise for 972,400
units. Each unit consists of one share of our common stock, $0.001 par value,
and one warrant. Each warrant entitles the holder to purchase from us one
share
of common stock at an exercise price of $6.00, or at the holder’s option via
“cashless” exercise, during the period commencing the later of the completion of
a business combination with a target business or March 1, 2008 and expiring
on
March 1, 2011, unless earlier redeemed. Our initial public offering price
of
each unit was $8.00, and we generated gross proceeds of approximately $107.8
million in the offering, the over-allotment option exercise and the sale
of
5,000,000 warrants to Churchill Capital for proceeds of $5.0 million (known
as
the sponsor warrants). Of the gross proceeds, we deposited approximately
$107.5
million into a trust account maintained by JPMorgan Chase Bank, NA, as trustee,
which includes approximately $3.8 million of the deferred underwriting discount
and $5.0 million that we received from the issuance and sale of the sponsor
warrants. The underwriter received approximately $3.8 million as its
underwriting discount (excluding the deferred underwriting
discount).
The
proceeds deposited in the trust account will not be released from the trust
account until the earlier of (i) the completion of a business combination
or (ii) our dissolution and implementation of a plan for the distribution
of our
assets except that there may be released to us from the trust account interest
income earned on the trust account balance to pay taxes and up to $1.35 million
of the interest earned on the trust account, which has been released to us
to
cover a portion of our operating expenses. Except with respect to such interest,
unless and until a business combination is consummated, the proceeds held
in the
trust account will not be available for our use for any purpose, including
expenses we may incur related to the investigation and selection of a target
business and the negotiation of an agreement to acquire a target business.
These
expenses may be paid prior to a business combination only from the proceeds
of
the offering and over-allotment option exercise not held in the trust account
(initially $950,000) and $1.35 million of interest earned on the trust account,
net of taxes, which has been released to the Company. If we have not consummated
a business combination within 18 months after March 6, 2007, the date we
consummated our initial public offering (or within 24 months after the
consummation of our initial public offering if a letter of intent, agreement
in
principle, or definitive agreement has been executed within 18 months after
consummation of our initial public offering and our business combination
has not
yet been consummated within such 24-month period), we will promptly have
to
adopt a plan of dissolution and liquidation and initiate procedures for our
dissolution and liquidation.
We
have satisfied the conditions in our Certificate of Incorporation to extend
the
date by which we must effect a business combination until 24 months after
the
consummation of our initial public offering.
Through
September 30, 2008, our efforts were limited to organizational activities,
activities relating to our initial public offering, to identifying and
evaluating prospective acquisition candidates, and to general corporate matters.
We have neither engaged in any operation nor generated any revenues, other
than
interest income earned on the proceeds of our private placement and initial
public offering. For the quarter and nine months ended September 30, 2008
and
the period from June 26, 2006 (inception) to September 30, 2008, we earned
approximately $628,887, $2,083,817, and $6,531,348 in interest income of
which
approximately $404,719, $1,859,649 and $6,307,180 was received and $224,168
was
accrued. On June 5, 2007, the Company withdrew $1,250,000 of interest earned
on
the funds held in the trust account, on September 13, 2007, the Company withdrew
$1,021,723 of interest earned on the funds held in the trust account, on
December 27, 2007 the Company withdrew a further $586,350, on June 16, 2008,
the
company withdrew an additional $1,021,909, and on September 16, 2008, the
Company withdrew an additional $143,975. After the close of the quarter,
on
October 28, 2008, the Company withdrew a further $330,000. The Company used
$66,000 of those withdrawn funds to pay taxes due, and released the remaining
part of those withdrawn funds to the Company as the $1.35 million of interest
earned on the trust account, which has been released to the Company to cover
a
portion of its operating expenses.
As
of
September 30, 2008, we had approximately $834,062 of unrestricted cash available
to us for our activities in connection with identifying and conducting due
diligence of a suitable business combination, and for general corporate matters
including accounts payable and accrued expenses. In its Form 10-Q for the
quarter ended June 30, 2008, the Company indicated that it was considering
the
question of whether Delaware franchise tax is a tax properly chargeable to
the
trust corpus. Since that time, the Company has reached the conclusion that
Delaware franchise tax may indeed be charged to the trust corpus pursuant
to the
language and intent of the Company’s governing documents. The Company has
therefore included in its withdrawals from the funds held in the trust account
described in the preceding paragraph an amount of $330,000, representing
Delaware franchise tax for 2007 and 2008.
For
the
nine months ended September 30, 2008 and the period from June 26, 2006
(inception) to September 30, 2008, we paid or incurred an aggregate of
approximately $1,563,211 and $2,281,508, respectively, in expenses for the
following purposes:
|
-
|
premiums
associated with our directors and officers liability
insurance;
|
|
-
|
expenses
for due diligence and investigation of prospective target
businesses;
|
|
-
|
Delaware
franchise taxes
|
|
-
|
legal
and accounting fees relating to our SEC reporting obligations and
general
corporate matters; and
|
|
-
|
miscellaneous
expenses.
|
We
believe that the funds available to us outside of the trust account and the
balance of interest anticipated to be earned on the trust to be released
to us
will be sufficient to allow us to operate until March 2009, assuming that
a
business combination is not consummated during that time. Over this period,
we
anticipate incurring expenses for the following purposes:
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payment
of premiums associated with our directors and officers
insurance;
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due
diligence and investigation of prospective target
businesses;
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legal
and accounting fees relating to our SEC reporting obligations and
general
corporate matters;
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structuring
and negotiating a business combination, including the making of
a down
payment or the payment for exclusivity or similar fees and expense;
and
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other
miscellaneous expenses.
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Recent
Accounting Pronouncements
In
December of 2007, the FASB issued Statement of Financial Accounting Standards
No. 141R, “Business Combinations” (“SFAS No. 141R”), which replaces FASB
Statement No. 141. Under SFAS No. 141R, an acquiring entity will be required
to
recognize all the assets acquired and liabilities assumed in a transaction
at
the acquisition-date fair value with limited exceptions. SFAS No. 141R
establishes principles and requirements for how an acquirer recognizes and
measures in its financial statements the identifiable assets acquired, the
liabilities assumed, any non-controlling interest in the acquiree and the
goodwill acquired. This statement also establishes disclosure requirements
which
will enable users to evaluate the nature and financial effects of the business
combination. SFAS No. 141R is effective for financial statements issued for
fiscal years beginning after December 15, 2008. Early adoption is prohibited.
We
have not yet determined the impact, if any, that the implementation of SFAS
No.
141R will have on our results of operations or financial condition.
In
December of 2007, the FASB issued Statement of Financial Accounting Standards
No. 160, “Noncontrolling Interests in Consolidated Financial Statements - An
Amendment of ARB No. 51” (“SFAS No. 160”). SFAS No. 160 establishes new
accounting and reporting standards for the non-controlling interest in a
subsidiary and for the deconsolidation of a subsidiary. Specifically, this
statement requires the recognition of a noncontrolling interest will be included
in consolidated net income on the face of the income statement. SFAS No.
160
clarifies that changes in a parent’s ownership interest in a subsidiary that do
not result in deconsolidation are equity transactions if the parent retains
its
controlling financial interest. In addition, this statement requires that
a
parent recognize a gain or loss in net income when a subsidiary is
deconsolidated. Such gain or loss will be measured using the fair value of
the
non-controlling equity investment on the deconsolidation date. SFAS No. 160
also
includes expanded disclosure requirements regarding the interests of the
parent
and its non-controlling interest. SFAS No. 160 is effective for fiscal years
beginning on or after December 15, 2008. Earlier adoption is prohibited.
We have
not yet determined the impact, if any, that the implementation of SFAS No.
160
will have on our results of operations or financial condition.
Critical
Accounting Policies
The
preparation of financial statements and related disclosures in conformity
with
generally accepted accounting principles in the United States requires
management to make estimates and assumptions that affect the reported amounts
of
assets and liabilities, disclosure of contingent assets and liabilities at
the
date of the financial statements, and income and expenses during the periods
reported. Actual results could materially differ from those estimates. We
have
identified the following as our critical accounting policies:
Cash
and Cash Equivalents
The
Company considers all highly liquid investments with original maturities
of
three months or less to be cash equivalents.
Earnings
per common share
Basic
net
income per share is computed by dividing the earnings applicable to common
stockholders by the weighted average number of common shares outstanding
for the
period. Warrants issued by the Company in the Public Offering and private
placement are contingently exercisable upon consummation of business
combination. Hence these are presented in the pro forma diluted earnings
per
share. Pro forma diluted net income per share reflects the potential dilution
assuming common shares were issued upon the exercise of outstanding in the
money
warrants and the proceeds thereof were used to purchase common shares at
the
average market price during the period.
The
Company’s statement of operations includes a presentation of earnings per share
subject to possible conversion in a manner similar to the two-class method
of
earnings per share. Basic and diluted net income per share amount for the
maximum number of shares subject to possible conversion is calculated by
dividing the net interest income attributable to common shares subject to
conversion ($73,813 and $243,855 for the three and nine months ended September
30, 2008, respectively) by the weighted average number of shares subject
to
possible conversion. Per share amounts for the shares outstanding not subject
to
possible conversion are calculated by dividing the net income exclusive of
the
net interest income attributable to common shares subject to conversion by
the
weighted average number of shares not subject to possible
conversion.
At
September 30, 2008, the Company had outstanding warrants to purchase 18,472,400
shares of common stock.
Income
taxes
Deferred
income taxes are provided for the differences between the bases of assets
and
liabilities for financial reporting and income tax purposes.
Item
3.
Quantitative
and Qualitative Disclosure About Market Risk
Market
risk is the sensitivity of income to changes in interest rates, foreign
exchanges, commodity prices, equity prices, and other market-driven rates
or
prices. We are not presently engaged in and, if a suitable business target
is
not identified by us prior to the prescribed liquidation date of the trust
fund,
we may not engage in, any substantive commercial business. Accordingly, we
are
not and, until such time as we consummate a business combination, we will
not
be, exposed to risks associated with foreign exchange rates, commodity prices,
equity prices or other market-driven rates or prices. The net proceeds of
our
initial public offering and private placement held in the trust fund may
be
invested by the trustee only in high credit quality investments having
maturities of one hundred and eighty days or less.
Item
4.
Control
and Procedures
Our
management carried out an evaluation, with the participation of our Principal
Executive and our Chief Financial Officers, of the effectiveness of our
disclosure controls and procedures as of September 30, 2008. Based upon that
evaluation, the officers concluded that our disclosure controls and procedures
were effective to ensure that information required to be disclosed by us
in
reports that we file or submit under the Securities Exchange Act of 1934,
as
amended (the “Exchange Act”), is recorded, processed, summarized and reported,
within the time periods specified in the rules and forms of the Securities
and
Exchange Commission.
There
has
not been any change in our internal control over financial reporting in
connection with the evaluation required by Rule 13a-15(d) under the Exchange
Act
that occurred during the period ended September 30, 2008 that has materially
affected, or is reasonably likely to materially affect, our internal control
over financial reporting.
PART
II.
OTHER
INFORMATION
Item
6.
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Exhibits.
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Exhibit
Number
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Exhibit
Description
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31.1
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Certification
by Principal Executive Officer pursuant to Section 302 of the Sarbanes-
Oxley Act of 2002
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31.2
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Certification
by Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002
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32.1
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Certification
by Principal Executive Officer pursuant to 18 U.S.C. Section 1350,
as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002
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32.2
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Certification
by Chief Financial Officer pursuant to 18 U.S.C. Section 1350,
as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of
2002
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant
has
duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
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CHURCHILL
VENTURES LTD.
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Date:
November 12 , 2008
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By:
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/s/
Itzhak Fisher
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Itzhak
Fisher
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Principal
Executive Officer
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Date:
November 12, 2008
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By:
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/s/
Elizabeth O’Connell
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Elizabeth
O’Connell
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Chief
Financial Officer
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Churchill Ventures Ltd (AMEX:CHV)
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