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
|
|
o
|
TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF
1934.
|
For
the Transition period from ____ to ____.
Commission
File Number 001-33247
Geneva
Acquisition Corporation
(Exact
name of Registrant as specified in its charter)
Delaware
|
|
41-2207517
|
|
|
|
(State
or other jurisdiction of incorporation)
|
|
(IRS
Employer Identification
Number)
|
400
Crown Colony Drive, Suite 104
Quincy,
Massachusetts 02169
(Address
of principal executive offices)
(617)
933-7100
(Registrant’s
telephone number, including area code)
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.
x
Yes
¨
No
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company.
See
definition of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act. (Check
one):
Large accelerated filer
¨
|
Accelerated filer
¨
|
Non-accelerated filer
¨
|
Smaller reporting company
x
|
|
|
(Do
not check if a smaller
reporting
company)
|
|
Indicate
by check mark whether the registrant is a shell company (as defined by
Rule 12b-2 of the Act).
x
Yes
¨
No
The
number of shares of common stock outstanding as of November 7, 2008 was
14,000,000.
TABLE
OF CONTENTS
|
PART
I. FINANCIAL INFORMATION
|
|
|
|
|
ITEM 1.
|
Financial
Statements (unaudited):
|
|
|
|
|
|
Condensed
Consolidated Balance Sheets
|
2
|
|
|
|
|
Condensed
Consolidated Statements of Operations
|
3
|
|
|
|
|
Condensed
Consolidated Statement of Stockholders' Equity
|
4
|
|
|
|
|
Condensed
Consolidated Statements of Cash Flows
|
5
|
|
|
|
|
Notes
to Condensed Consolidated Financial Statements
|
6
|
|
|
|
ITEM 2.
|
Management's
Discussion and Analysis of Financial Condition and Results of
Operations.
|
11
|
|
|
|
ITEM 3.
|
Quantitative
and Qualitative Disclosures About Market Risk.
|
13
|
|
|
|
ITEM 4.
|
Control
and Procedures.
|
13
|
|
|
|
|
PART
II. OTHER INFORMATION
|
|
|
|
|
ITEM 1.
|
Legal
Proceedings
|
14
|
|
|
|
ITEM 1A.
|
Risk
Factors
|
14
|
|
|
|
ITEM 2.
|
Unregistered
Sales of Equity Securities and Use of Proceeds
|
14
|
|
|
|
ITEM 3
|
Defaults
upon Senior Securities
|
14
|
|
|
|
ITEM 4
|
Submission
of Matters to a Vote of the Security Holders
|
14
|
|
|
|
ITEM 5
|
Other
Information
|
14
|
|
|
|
ITEM 6.
|
Exhibits
|
14
|
|
|
|
SIGNATURE
|
|
15
|
|
|
|
EXHIBITS:
|
Exhibit
31.1: Sarbanes-Oxley Section 302 Certifications
|
|
|
|
|
|
Exhibit
32.1: Sarbanes-Oxley Section 906 Certifications
|
|
FORWARD-LOOKING
STATEMENTS
In
addition to historical information, this Quarterly Report on Form 10-Q contains
statements relating to our future results (including certain projections and
business trends) that are “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, and are subject to the
“safe harbor” created by those sections. Words such as “anticipates,” “expects,”
“intends,” “plans,” “believes,” “seeks,” “estimates,” “will” and variations of
such words and similar expressions are intended to identify such forward-looking
statements. Such forward-looking statements involve known and unknown risks,
uncertainties and other important factors that could cause our actual results,
performance or achievements, or industry results, to differ materially from
any
future results, performance or achievements implied by such forward-looking
statements. Factors that might cause such differences include, but are not
limited to, those discussed in the section entitled “Risk Factors” set forth in
Item 1A and elsewhere in our Annual Report on Form 10-K for the year ended
December 31, 2007 filed with the Securities and Exchange Commission, and those
detailed from time to time in our other filings with the Securities and Exchange
Commission. Readers are cautioned not to place undue reliance on these
forward-looking statements, which reflect management’s opinions only as of the
date of such statements or reports. There can be no assurance that (i) we have
correctly measured or identified all of the factors affecting our business
or
the extent of the likely impact of such factors, (ii) the publicly available
information with respect to these factors on which such analysis is based is
complete or accurate, (iii) such analysis is correct or (iv) our strategy,
which
is based in part on this analysis, will be successful. We undertake no
obligation to revise or publicly release the results of any revision to these
forward-looking statements.
PART
I.
FINANCIAL
INFORMATION
Item
1
. Financial
Statements.
Geneva
Acquisition Corporation and Subsidiary
(A
Development Stage Company)
Condensed
Consolidated Balance Sheets
|
|
September
30, 2008
|
|
December
31, 2007
|
|
|
|
(unaudited)
|
|
|
|
Assets
|
|
|
|
|
|
|
|
Current
Assets:
|
|
|
|
|
|
|
|
Cash
|
|
$
|
25,576
|
|
$
|
17,042
|
|
Investments
Held in Trust
|
|
|
66,992,975
|
|
|
66,983,581
|
|
Investments
Held in Trust for Deferred Underwriting Discount
|
|
|
2,070,000
|
|
|
2,070,000
|
|
Prepaid
expenses and income taxes
|
|
|
353,625
|
|
|
85,425
|
|
Total
current assets
|
|
|
69,442,176
|
|
|
69,156,048
|
|
Deferred
tax asset
|
|
|
516,494
|
|
|
157,172
|
|
Total
Assets
|
|
$
|
69,958,670
|
|
$
|
69,313,220
|
|
|
|
|
|
|
|
|
|
Liabilities
And Stockholders' Equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accrued
Expenses
|
|
$
|
316,641
|
|
$
|
194,444
|
|
Advances
from Stockholder
|
|
|
2,301
|
|
|
2,301
|
|
Deferred
Interest Income
|
|
|
232,006
|
|
|
54,000
|
|
Deferred
Underwriting Discount
|
|
|
2,070,000
|
|
|
2,070,000
|
|
Total
Liabilities
|
|
|
2,620,948
|
|
|
2,320,745
|
|
|
|
|
|
|
|
|
|
Common
stock subject to possible conversion, 2,298,850 shares at conversion
value
|
|
|
13,067,463
|
|
|
13,067,463
|
|
|
|
|
|
|
|
|
|
Commitments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stockholders'
Equity
|
|
|
|
|
|
|
|
Preferred
Stock, $.0001 par value, 1,000,000 shares authorized;
none
issued or outstanding
|
|
|
-
|
|
|
-
|
|
Common
Stock, $.0001 par value, 60,000,000 shares authorized; 14,000,000
shares
(which includes 2,298,850 subject to possible conversion) issued
and
outstanding at September 30, 2008 and December 31, 2007
|
|
|
1,400
|
|
|
1,400
|
|
Additional
Paid-in Capital
|
|
|
52,364,993
|
|
|
52,364,993
|
|
Earnings
Accumulated during the development stage
|
|
|
1,903,866
|
|
|
1,558,619
|
|
Total
Stockholders’ Equity
|
|
|
54,270,259
|
|
|
53,925,012
|
|
Total
Liabilities and Stockholders’ Equity
|
|
$
|
69,958,670
|
|
$
|
69,313,220
|
|
See
notes
to condensed consolidated financial statements
Geneva
Acquisition Corporation and Subsidiary
(A
Development Stage Company)
Condensed
Consolidated Statements of Operations
(unaudited)
|
|
Three
months ended
|
|
Three
months ended
|
|
Nine
months ended
|
|
Nine
months ended
|
|
Cumulative
Period from June 2, 2006 (inception)
|
|
|
|
September
30, 2008
|
|
September
30, 2007
|
|
September
30, 2008
|
|
September
30, 2007
|
|
to
September 30, 2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest
income
|
|
$
|
407,287
|
|
$
|
874,947
|
|
$
|
1,422,173
|
|
$
|
2,145,295
|
|
$
|
4,378,518
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating
Expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
General
& Administrative
|
|
|
444,129
|
|
|
128,883
|
|
|
884,822
|
|
|
364,540
|
|
|
1,432,094
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
Income (loss) before income taxes
|
|
|
(36,842
|
)
|
|
746,064
|
|
|
537,351
|
|
|
1,780,755
|
|
|
2,946,424
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income
tax expense (benefit)
|
|
|
(14,295
|
)
|
|
262,087
|
|
|
192,104
|
|
|
628,057
|
|
|
1,042,558
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
Income (loss)
|
|
$
|
(22,547
|
)
|
$
|
483,977
|
|
$
|
345,247
|
|
$
|
1,152,698
|
|
$
|
1,903,866
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted
Average number of common shares outstanding - basic and
diluted
|
|
|
14,000,000
|
|
|
14,000,000
|
|
|
14,000,000
|
|
|
11,952,381
|
|
|
10,431,604
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income
per Share - basic and diluted
|
|
$
|
0.00
|
|
$
|
0.03
|
|
$
|
0.02
|
|
$
|
0.10
|
|
$
|
0.18
|
|
See
notes
to condensed consolidated financial statements
Geneva
Acquisition Corporation and Subsidiary
(A
Development Stage Company)
Condensed
Consolidated Statement of Stockholders' Equity
|
|
Common Stock
|
|
Additional
Paid-in
|
|
Earnings
(Deficit) Accumulated During the
Development
|
|
|
|
|
|
Shares
|
|
Amount
|
|
Capital
|
|
Stage
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance
of Common Stock to initial Stockholders on June 9, 2006 at $.01 per
share.
|
|
|
2,500,000
|
|
$
|
250
|
|
$
|
24,750
|
|
|
|
|
$
|
25,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
Loss
|
|
|
|
|
|
|
|
|
|
|
$
|
(5,000
|
)
|
|
($5,000
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance
at December 31, 2006
|
|
|
2,500,000
|
|
|
250
|
|
|
24,750
|
|
|
(5,000
|
)
|
|
20,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sale
of Private Placement Warrants
|
|
|
-
|
|
|
-
|
|
|
1,900,000
|
|
|
-
|
|
|
1,900,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sale
of 11,500,000 Units net of underwriter's discount and offering expenses
(includes 2,298,850 shares subject to possible conversion)
|
|
|
11,500,000
|
|
|
1,150
|
|
|
63,507,606
|
|
|
-
|
|
|
63,508,756
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds
subject to possible conversion of 2,298,850 shares
|
|
|
-
|
|
|
-
|
|
|
(13,067,463
|
)
|
|
-
|
|
|
(13,067,463
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sale
of underwriter option
|
|
|
-
|
|
|
-
|
|
|
100
|
|
|
-
|
|
|
100
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
Income
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
1,563,619
|
|
|
1,563,619
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance
at December 31, 2007
|
|
|
14,000,000
|
|
$
|
1,400
|
|
$
|
52,364,993
|
|
$
|
1,558,619
|
|
$
|
53,925,012
|
|
Net
Income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(unaudited)
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
345,247
|
|
|
345,247
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance
at September 30, 2008 (unaudited)
|
|
|
14,000,000
|
|
$
|
1,400
|
|
$
|
52,364,993
|
|
$
|
1,903,866
|
|
$
|
54,270,259
|
|
See
notes
to condensed consolidated financial statements
Geneva
Acquisition Corporation and Subsidiary
(A
Development Stage Company)
Condensed
Consolidated Statements of Cash Flows
(Unaudited)
|
|
Nine
Months Ended
|
|
Nine
Months Ended
|
|
Cumulative
Period from June 2, 2006 (inception) to
|
|
|
|
September
30, 2008
|
|
September
30, 2007
|
|
September
30, 2008
|
|
|
|
|
|
|
|
|
|
Cash
Flows From Operating Activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
Income
|
|
$
|
345,247
|
|
$
|
1,152,698
|
|
$
|
1,903,866
|
|
Adjustments
to reconcile net income to net cash used in operating
activities:
|
|
|
|
|
|
|
|
|
|
|
Interest
earned on investments held in trust
|
|
|
(1,599,644
|
)
|
|
(2,145,295
|
)
|
|
(4,609,989
|
)
|
Deferred
tax asset
|
|
|
(359,322
|
)
|
|
(110,344
|
)
|
|
(516,494
|
)
|
Income
taxes payable
|
|
|
-
|
|
|
68,337
|
|
|
-
|
|
Changes
in operating assets and liabilities:
|
|
|
|
|
|
|
|
|
|
|
Increase
in prepaid expenses and income taxes
|
|
|
(268,200
|
)
|
|
(100,357
|
)
|
|
(353,625
|
)
|
Increase
in accrued expenses
|
|
|
122,197
|
|
|
111,634
|
|
|
316,641
|
|
Increase
in deferred interest income
|
|
|
178,006
|
|
|
-
|
|
|
232,006
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
Cash used in Operating Activities
|
|
|
(1,581,716
|
)
|
|
(1,023,327
|
)
|
|
(3,027,595
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Cash
Flows From Investing Activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Disbursements
from trust
|
|
|
1,590,250
|
|
|
957,514
|
|
|
2,987,014
|
|
Investments
held in Trust Account
|
|
|
-
|
|
|
(67,440,000
|
)
|
|
(67,440,000
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Net
Cash provided by (used in) Investing Activities
|
|
|
1,590,250
|
|
|
(66,482,486
|
)
|
|
(64,452,986
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Cash
Flows From Financing Activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds
from public offering
|
|
|
-
|
|
|
69,000,000
|
|
|
69,000,000
|
|
Proceeds
from private placement of warrants
|
|
|
-
|
|
|
1,900,000
|
|
|
1,900,000
|
|
Proceeds
from issuance of underwriting option
|
|
|
-
|
|
|
100
|
|
|
100
|
|
Proceeds
from sale of stock
|
|
|
-
|
|
|
-
|
|
|
25,000
|
|
Proceeds
from notes payable, Stockholders
|
|
|
-
|
|
|
-
|
|
|
75,000
|
|
Proceeds
from advances from Stockholders
|
|
|
-
|
|
|
15,000
|
|
|
52,000
|
|
Payments
of notes payable, Stockholders
|
|
|
-
|
|
|
(75,000
|
)
|
|
(75,000
|
)
|
Payments
of advances from Stockholders
|
|
|
-
|
|
|
(49,699
|
)
|
|
(64,699
|
)
|
Payment
of offering costs
|
|
|
-
|
|
|
(3,281,847
|
)
|
|
(3,406,244
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Net
Cash provided by Financing Activities
|
|
|
-
|
|
|
67,508,554
|
|
|
67,506,157
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
increase in Cash
|
|
|
8,534
|
|
|
2,741
|
|
|
25,576
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash
at beginning of period
|
|
|
17,042
|
|
|
615
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash
at end of period
|
|
$
|
25,576
|
|
$
|
3,356
|
|
$
|
25,576
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental
disclosures of cash flow
information:
|
|
|
|
|
|
|
|
|
|
|
Cash
paid for income taxes
|
|
$
|
851,156
|
|
$
|
670,064
|
|
$
|
1,872,920
|
|
Supplemental
schedule of non-cash financing activities:
|
|
|
|
|
|
|
|
|
|
|
Accrual
of public offering costs
|
|
$
|
-
|
|
$
|
8,012
|
|
$
|
-
|
|
Accrual
of deferred underwriting fees
|
|
$
|
-
|
|
$
|
2,070,000
|
|
$
|
2,070,000
|
|
See
notes
to condensed consolidated financial statements
Geneva
Acquisition Corporation and Subsidiary
(A
Development Stage Company)
Notes
to Condensed Consolidated Financial Statements
1.
Summary of Significant Accounting Policies
Basis
of Presentation
The
financial statements at September 30, 2008 and for the periods ended September
30, 2008 and 2007 are unaudited. The condensed consolidated financial
statements include the accounts of Geneva Acquisition Corporation and its wholly
owned subsidiary, Geneva Acquisition Security Corporation (collectively referred
to as the "Company"). All significant intercompany transactions and balances
have been eliminated. In the opinion of management, all adjustments (consisting
of normal accruals) have been made that are necessary to present fairly the
financial position of the Company as of September 30, 2008 and the results
of
its operations and its cash flows for the three and nine months then ended,
and
for the period from June 2, 2006 (inception) through September 30, 2008.
Operating results for the interim period presented are not necessarily
indicative of the results to be expected for the full year.
The
statements and related notes have been prepared in accordance with accounting
principles generally accepted in the United States ("U.S. GAAP") for interim
financial information and with the instructions to Form 10-Q and Rule
8-03 of Regulation S-X. Accordingly, certain information and footnote
disclosures normally included in financial statements prepared in accordance
with U.S. GAAP have been omitted pursuant to such rules and regulations. The
Company also follows Statement of Financial Accounting Standards No. 7,
"Accounting and Reporting for Development Stage Enterprises" in preparing its
financial statements. Audited financial statements as of and for the year ended
December 31, 2007, prepared in accordance with U.S. GAAP, are contained in
the
Company’s Annual Report on Form 10-K for the year ended December 31, 2007 filed
with the Securities and Exchange Commission. The December 31, 2007 balance
sheet
included in this report has been derived from the audited financial statements
included in that annual report.
Statements
of Cash Flows
For
purposes of the statements of cash flows, we consider all highly liquid
investments (
i.e.
,
investments which, when purchased, have original maturities of three months
or
less) to be cash or cash equivalents. As of September 30, 2008 and December
31,
2007, cash consists of funds held in a checking account.
Earnings
(Loss) per common share
Basic
earnings per share is computed by dividing net income by the weighted average
number of shares of common stock outstanding during the period. Diluted earnings
per share gives effect to dilutive options, warrants, and other potential common
stock outstanding during the period. The effect of the 25,923,077 outstanding
warrants issued in connection with the initial public offering described in
Note 3 has not been considered in the diluted net income per share for the
periods ended September 30, 2008 or 2007, since the warrants are contingently
exercisable. The effect of the 700,000 units included in the underwriters’
purchase option, as described in Note 3, along with the warrants underlying
such units (units represent 2.1 million shares of stock and stock
equivalents), has not been considered in the diluted earnings per share
calculation for the periods ended September 30, 2008 or 2007 since they
are contingently exercisable and since the market price of the shares was
less than the exercise price during the periods.
Transaction
Costs
Statement
of Financial Accounting Standards No. 141(R )
Business
Combinations
(“SFAS
141R”), is effective for business combinations for which the acquisition date is
on or after the beginning of the first annual reporting period beginning on
or
after December 15, 2008. Pursuant to SFAS 141R, transaction costs incurred
in
connection with a business combination are expensed and not capitalized.
The Company’s policy is to expense transaction costs incurred in connection with
potential business combinations if it is probable the business combination
will
be consummated after December 31, 2008.
Use
of Estimates
The
preparation of financial statements in conformity with U.S. GAAP 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 reported amounts of revenue and
expenses during the reporting period. Actual results could differ from those
estimates.
Recently
Issued Accounting Pronouncements
In
January 2007, the Company adopted FIN 48,
Accounting
for Uncertainty in Income Taxes—an Interpretation of FASB Statement
No. 109
, which
provides criteria for the recognition, measurement, presentation and disclosure
of uncertain tax positions. A tax benefit from an uncertain position may be
recognized only if it is "more likely than not" that the position is sustainable
based on its technical merits. The adoption of FIN 48 did not have a material
effect on the Company's results of operations or financial condition. The
Company was incorporated on June 2, 2006. Accordingly, the tax periods
ended December 31, 2007 and December 31, 2006 are the only tax periods open
for examination as of September 30, 2008.
Management
does not believe that any other recently issued, but not yet effective,
accounting standards, if currently adopted, would have a material effect on
the
accompanying financial statements.
2.
Organization and Business Operations
Geneva
Acquisition Corporation was incorporated in Delaware on June 2, 2006 as a
"blank check" company whose objective is to acquire or merge with an operating
business. The Securities and Exchange Commission defines such a company as
"a
development stage company" as it either has no specific business plan or
purpose, or has indicated that its business plan is to engage in a merger or
acquisition with an unidentified company or companies, or other entity or
person; and has issued "penny stock," as defined in Rule 3a51-1 under the
Securities Exchange Act of 1934, as amended. Many states have enacted statutes,
rules and regulations limiting the sale of securities of "blank check" companies
in their respective jurisdictions. The Company is subject to the risks
associated with development stage companies.
The
Company's Certificate of Incorporation provides that the Company will continue
in existence only until 24 months from February 12, 2007, the date on which
the registration statement for the Company's initial public offering (the
“Initial Public Offering ”) (as described in Note 3) was declared effective (the
“Effective Date”). If the Company has not completed a Business Combination by
the Effective Date, its corporate existence will cease and it will dissolve
and
liquidate for the purposes of winding up its affairs. In the event of
liquidation, it is possible that the per share value of the residual assets
remaining available for distribution (including Trust Account (as defined below)
assets) may be less than the initial public offering price per share in the
Initial Public Offering (assuming no value is attributed to the Warrants
contained in the Units (each as defined below) sold in the Initial Public
Offering discussed in Note 3). The accompanying financial statements do not
include any adjustments that might result from the outcome of this
uncertainty.
On
June 9, 2006, all of the officers and directors of the Company ("Initial
Stockholders") purchased an aggregate of 2,500,000 shares of common stock at
$0.01 per share.
At
September 30, 2008, the Company had not yet commenced any operations. All
activity through September 30, 2008 relates to the Company's formation, its
initial public offering described below and thereafter, pursuing
potential transactions with target businesses. The Company has selected
December 31 as its fiscal year-end.
The
Company consummated the Initial Public Offering on February 16, 2007, and
simultaneously therewith, certain officers and directors and the Initial
Stockholders purchased an aggregate of 2,923,077 warrants at $0.65 per
warrant from the Company in a private placement (the "Private Placement").
The
warrants sold in the Private Placement are identical to the warrants sold in
the
Initial Public Offering, except that if the Company calls the public warrants
for redemption, the warrants sold in the Private Placement will be exercisable
on a cashless basis so long as they are still held by the initial purchasers
thereof. On March 8, 2007, the underwriters consummated the full exercise
of the over-allotment option, resulting in the sale of an additional 1,500,000
units (see Note 3 below). The Company received net proceeds from the
Private Placement and the Initial Public Offering, including the proceeds
received upon the full exercise of the over-allotment option, of approximately
$65,409,000 (see Note 3 below).
The
Company's management has broad discretion with respect to the specific
application of the net proceeds of the Initial Public Offering, although
substantially all of the net proceeds of the Initial Public Offering are
intended to be generally applied toward consummating a business combination
with
an operating business ("Business Combination"), which may not constitute a
business combination for accounting purposes. Furthermore, there is no assurance
that the Company will be able to successfully effect a Business Combination.
Upon the closing of the Initial Public Offering, $67,440,000, including
$2,070,000 of deferred underwriting discounts, was placed in a trust account
("Trust Account") and is currently invested in government securities until
the earlier of (i) the consummation of the first Business Combination
or (ii) liquidation of the Company. As of September 30, 2008, $69,062,975
was held in the Trust Account, of which $2,070,000 was for deferred underwriting
discount and $1,622,975 was accrued investment income. The Company is entitled
to receive up to $1,600,000, plus amounts for corporate income and franchise
taxes, from interest earned on the trust account (plus $50,000 received from
the
net proceeds of the Initial Public Offering) to finance operations prior to
consummating a Business Combination. 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), along with interest
earned on 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 Initial Public 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
Initial Public Offering, including the 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 Public 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 into cash. 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, divided by the number
of shares of common stock held by Public Stockholders at the consummation of
the
Initial Public Offering. Accordingly, Public Stockholders holding 19.99% of
the
aggregate number of shares owned by all Public Stockholders may seek conversion
of their shares into cash 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 2,500,000 founding shares
held
by Initial Stockholders. Accordingly, a portion of the net proceeds from the
Initial Public Offering (19.99% of the amount held in the Trust Account,
excluding the deferred portion of the underwriters' discount and commission)
has
been classified as common stock subject to possible conversion on the
accompanying September 30, 2008 balance sheet. In addition, such Public
Stockholders would also be entitled to a pro rata portion of the deferred
portion of the underwriters' discount and commission held in trust (see
Note 3).
3.
Initial Public Offering
On
February 16, 2007, the Company sold 10,000,000 Units ("Units") in the
Initial Public Offering at a price of $6.00 per Unit. On March 8, 2007, the
underwriters consummated the full exercise of the over-allotment option,
resulting in the sale of an additional 1,500,000 Units. Each Unit consists
of
one share of the Company's common stock, par value $0.0001 per share, and two
redeemable common stock purchase warrants ("Warrants"). Each Warrant entitles
the holder to purchase from the Company one share of common stock at an exercise
price of $5.00 commencing on the later of the completion of a Business
Combination or one year from the Effective Date, subject to there being an
effective and current registration statement relating to the shares issuable
upon exercise of the warrants, and expiring four years from the Effective Date.
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
the date on which notice of redemption is given. The Company does not need
to
obtain the consent of Lazard Capital Markets LLC prior to calling the Warrants
for redemption. In accordance with the warrant agreement relating to the
Warrants sold and issued in the Initial Public Offering, the Company is only
required to use its best efforts to maintain the effectiveness of the
registration statement covering 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 of exercise, 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 and unredeemed.
In
connection with the Initial Public Offering, the Company paid the underwriters
of the Initial Public Offering underwriting discounts and commissions of 7%
of
the gross proceeds of the Initial Public Offering, of which 3% of the gross
proceeds will be held in the Trust Account and payable only upon the
consummation of a Business Combination. If a Business Combination is approved
and completed, Public Stockholders who voted against the combination and have
exercised their conversion rights will be entitled to their pro rata share
of
the deferred underwriters' discount and commission.
Simultaneously
with the consummation of the Initial Public Offering, certain of the Initial
Stockholders purchased 2,923,077 warrants ("Private Placement Warrants") at
a
purchase price of $0.65 per warrant, in the Private Placement. The proceeds
of
$1,900,000 were placed in the Trust Account. The Private Placement Warrants
are
identical to the Warrants underlying the Units sold in the Initial Public
Offering except that if the Company calls the Warrants for redemption, the
Private Placement Warrants will be exercisable on a cashless basis so long
as
they are still held by the initial purchasers thereof. The purchasers have
agreed that the Private Placement Warrants will not be sold or transferred
by
them, until 30 days after the completion of a Business
Combination.
The
Initial Stockholders and the holders of the Private Placement Warrants will
be
entitled to registration rights with respect to their securities pursuant to
an
agreement signed on the Effective Date of the Initial Public Offering. With
respect to the shares issued prior to the completion of the Initial Public
Offering, the holders of the majority of these shares are entitled to demand
that the Company register these shares at any time commencing six months
following the consummation of a Business Combination. With respect to the
Private Placement Warrants (and underlying shares), the holders of the majority
of these securities are entitled to demand that the Company register these
shares at any time commencing three months following the consummation of a
Business Combination. In addition, such holders have certain "piggy-back"
registration rights on registration statements filed subsequent to the Company's
consummation of a Business Combination.
In
connection with the Initial Public Offering, the Company issued an option
to Lazard Capital Markets LLC for $100, to purchase 700,000 Units. The Units
that would be issued upon exercise of the Underwriters Purchase Option ("UPO")
are identical to those offered by the Initial Public Offering. This UPO is
exercisable at $8.50 per Unit commencing the later of the completion of a
Business Combination or one year from the Effective Date, subject to there
being
an effective and current registration statement relating to the UPO or the
Warrants underlying such UPO issuable upon exercise of the option or an
exemption from registration, and expiring five years from the Effective Date.
Additionally, in the event that a registration statement is not effective at
the
time of exercise, the holder of such UPO or Warrant shall not be entitled to
exercise such UPO or 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 UPO and
the
Warrants may expire unexercised and unredeemed.
The
sale
of the UPO has been accounted for as an equity transaction. Accordingly, there
was 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 UPO on the date of sale would be approximately $1,491,000 using an
expected life of five years, volatility of 45.2% and a risk-free interest rate
of 4.88%.
At
the
time the UPO was issued, the Company had no trading history, as such it was
not
possible to value the UPO based on historical trades. In order to estimate
the
value of the UPO the Company considered the historic volatilities of publicly
traded blank check companies that have completed business combinations. The
average volatility of the representative companies was calculated to be 45.2%.
Management believes that this volatility is a reasonable benchmark to use in
estimating the value of the UPO. The actual volatility of the Units will depend
on many factors that cannot be ascertained at this time.
4. Advances From Stockholders
The
Company has received $52,000 in advances from certain of its Initial
Stockholders that bear no interest and were to be repaid no later than the
consummation of the Initial Public Offering. On February 16, 2007, the
Company repaid $49,699 of these advances, leaving a balance of $2,301 as of
September 30, 2008.
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 $4,500 per month for such services commencing on the Effective Date
of
the Initial Public Offering. The statement of operations includes $40,500 of
such expense for the nine months ended September 30, 2008.
The
Initial Stockholders have entered into letter agreements that waive their right
to receive distributions with respect to their 2,500,000 founding shares upon
the Company's liquidation.
6.
Preferred Stock
Geneva
Acquisition Corporation 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.
7.
Reserved Common Stock
At
September 30, 2008, 28,023,077 shares of common stock were reserved for issuance
upon exercise of redeemable warrants and the UPO.
8.
Trust Account
For
tax
planning purposes, Geneva Acquisition Corporation assigned its rights to the
cash in the Trust Account to Geneva Acquisition Security Corporation, a
wholly-owned Massachusetts subsidiary qualifying as a "security corporation"
entitled to a reduced state corporate tax rate. The Company is permitted to
withdraw from the Trust Account $1.6 million for working capital and additional
amounts for income and franchise tax obligations.
Investments
held in trust consist of investments in money market funds that invest in U.S.
government obligations. Reconciliation of investments held in trust is as
follows:
|
|
Nine Months
Ended
September
30, 2008
|
|
June 2, 2006
(inception) to
September 30,
2008
|
|
Investments
held in trust- beginning of period
|
|
$
|
69,053,581
|
|
$
|
-
|
|
Contribution
to trust (including deferred underwriter commission)
|
|
|
-
|
|
|
67,440,000
|
|
Interest
income received
|
|
|
1,599,644
|
|
|
4,609,989
|
|
Withdrawals
to fund operations
|
|
|
(739,094
|
)
|
|
(1,114,094
|
)
|
Withdrawals
to pay taxes
|
|
|
(851,156
|
)
|
|
(1,872,920
|
)
|
Total
investments held in trust at September 30, 2008
|
|
$
|
69,062,975
|
|
$
|
69,062,975
|
|
Item
2. Management's Discussion and Analysis of Financial
Condition and Results of Operations.
The
following Management's Discussion and Analysis of Financial Condition and
Results of Operations should be read in conjunction with our financial
statements and the related notes and schedules thereto.
General
We
were
formed on June 2, 2006, for the purpose of acquiring, through a merger,
capital stock exchange, asset acquisition or other similar business combination,
an operating business. On February 16, 2007 and March 8, 2007, we
consummated the public offering of an aggregate of 11,500,000 units, which
we
refer to as our Initial Public Offering. Our efforts in identifying a
prospective target business will not be limited to a particular industry. Our
initial business combination must be with a target business whose fair market
value is at least equal to 80% of our net assets (all of our assets, including
the funds then held in the trust account (described below) less our liabilities)
at the time of such acquisition. We intend to use cash derived from the proceeds
of our Initial Public Offering and our concurrent warrant private placement
(described below), our capital stock, debt or a combination of cash, capital
stock and debt, to effect such business combination.
Since our Initial Public Offering, we have been actively searching for a
suitable business combination candidate. We have met with potential target
companies, service professionals and other intermediaries to discuss our
company, the background of our management and our combination preferences.
In
the course of these discussions, we have also spent time explaining the capital
structure of the Initial Public Offering, the business combination approval
process and the timeline within which we must either enter into a letter of
intent or definitive agreement for a business combination, or return to
investors the proceeds of the Initial Public Offering, which are held in trust.
Our Certificate of Incorporation provides that we will continue in existence
only until February 12, 2009, 24 months from the effective date of our
Initial Public Offering. If we have not completed a business combination by
such
date, our corporate existence will cease and we will dissolve and liquidate
for
the purposes of winding up our affairs. We cannot assure investors that we
will
find a suitable business combination in the allotted time.
Results
of Operations
We
have
neither engaged in any operations nor generated any revenues to date. Our only
activities since inception have been organizational activities and those
necessary to prepare for our Initial Public Offering, and thereafter, activities
related to pursuing a business combination with target businesses. We will
not generate any operating revenues until after completion of a business
combination. We have generated non-operating income in the form of interest
income on our cash and cash equivalents and short term investments.
Net
loss
of $22,547 for the three months ended September 30, 2008 consisted of interest
income on the trust account investments of $407,287, reduced by $444,129 of
general and administrative expenses and income tax benefit of
$14,295.
Net
income of $483,977 for the three months ended September 30, 2007 consisted
of
interest income on the trust account investments of $874,947, reduced by
$128,883 of general and administrative expenses and income tax expense of
$262,087.
Net
income of $345,247 for the nine months ended September 30, 2008 consisted of
interest income on the trust account investments of $1,422,173, reduced by
$884,822 of general and administrative expenses and income tax expense of
$192,104.
Net
income of $1,152,698 for the nine months ended September 30, 2007 consisted
of
interest income on the trust account investments of $2,145,295, reduced by
$364,540 of general and administrative expenses and income tax expense of
$628,057.
The
decrease in interest income for the three and nine months ended September 30,
2008, as compared to the three and nine months ended September 30, 2007, was
attributable to the decrease in interest rates as compared to the prior period
as well as a portion of the 2008 interest income being deferred for any
potential shareholders who elect to vote no on any proposed transaction and
choose to redeem their shares.
Substantially
all of the increase in general and administrative expenses for the three and
nine months ended September 30, 2008, as compared to the three and nine months
ended September 30, 2007, was attributable to the increased expenses incurred
in
searching for a suitable business combination candidate during the entire
nine-month period in 2008. In 2007, such process did not commence until after
we
had completed our Initial Public Offering and concurrent private placement
of
warrants.
Net
income of $1,903,866 for the period from June 2, 2006 (inception) to
September 30, 2008 (cumulative) consisted of interest income on trust account
investments of $4,378,518, reduced by $1,432,094 of general and administrative
expenses and income tax expense of $1,042,558.
Liquidity
and Capital Resources
On
February 16, 2007, we closed our Initial Public Offering of 10,000,000 units.
On
March 8, 2007, the underwriters consummated the full exercise of their
over-allotment option, resulting in the sale of an additional 1,500,000 units.
Each unit consisted of one share of common stock and two warrants. Each warrant
entitles the holder thereof to purchase one share of our common stock at an
exercise price of $5.00. Simultaneously with the consummation of our Initial
Public Offering, certain officers and directors and our initial stockholders
purchased from us in a private placement an aggregate of 2,923,077 warrants
at
$0.65 per warrant. The warrants sold in this private placement are identical
to
the warrants sold in the Initial Public Offering, except that if we call the
public warrants for redemption, the warrants sold in the private placement
will
be exercisable on a cashless basis so long as they are still held by the initial
purchasers thereof. We received net proceeds from the warrant private placement
and the Initial Public Offering, including the proceeds received upon the full
exercise of the over-allotment option, of approximately $65,409,000.
Our
management has discretion with respect to the specific application of the net
proceeds of the Initial Public Offering, although substantially all of the
net
proceeds of the Initial Public Offering are intended to be generally applied
toward consummating the business combination, which may not necessarily
constitute the acquisition of a majority of the outstanding equity of such
business and may not necessarily constitute a business combination for
accounting purposes. Furthermore, there is no assurance that we will be able
to
successfully effect a business combination. Upon the closing of the Public
Offering, $67,440,000 was deposited in the trust account and, commencing
February 16, 2007, has been invested in qualified money market
funds, until the earlier of (i) the consummation of our first business
combination or (ii) our liquidation.
We
are
entitled to receive up to $1,600,000, plus amounts for corporate income and
franchise taxes, from interest earned on the trust account (plus $50,000
received from the net proceeds of the Initial Public Offering) to finance our
operations prior to consummating a business combination. We currently anticipate
incurring expenses for the following purposes until we consummate a business
combination:
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costs
incurred to identify one or more potential target
businesses;
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•
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due
diligence and investigation of prospective target
businesses;
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•
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legal
and accounting fees relating to our SEC reporting obligations and
general
corporate matters;
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•
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structuring
and negotiating a business combination, including the making of a
down
payment or the payment of exclusivity or similar fees and
expenses;
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•
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payment
of $108,000 in administrative fees due to an affiliate of two of
our
initial stockholders; and
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miscellaneous
expenses.
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As
of
September 30, 2008, $1,114,094 has been withdrawn from the trust account to
finance our operations, leaving an available balance to be withdrawn of
$485,906, plus amounts to pay corporate income and franchise tax
obligations.
Beginning
on February 12, 2007 and ending upon the acquisition of a target business,
we are incurring a fee of $4,500 per month for office space and certain
administrative, technology and secretarial services from NEGF Advisory
Company Inc., an affiliate of two of our initial stockholders. In addition,
in 2006, certain initial stockholders advanced us an aggregate of $127,000
for
payment of offering expenses on our behalf. A total of $124,699 of these
advances was repaid from the proceeds of the Initial Public Offering that were
allocated to pay offering expenses.
We
may
use all or substantially all of the proceeds held in trust, other than the
deferred portion of the underwriters' discount and amounts used for working
capital and for taxes, to acquire or merge with one or more target businesses.
We may not use all of the proceeds held in the trust account in connection
with
a business combination, either because the consideration for the business
combination is less than the proceeds in trust or because we will finance a
portion of the consideration with capital stock or debt securities that we
can
issue. In that event, the proceeds held in the trust account as well as any
other net proceeds not expended will be used to finance the operations of the
target business or businesses. The operating businesses that we acquire or
merge
with in such business combination must have, individually or collectively,
a
fair market value equal to at least 80% of our net assets (all of our assets,
including the funds then held in the trust account, less our liabilities) at
the
time of such acquisition. If we consummate multiple business combinations that
collectively have a fair market value of 80% of our net assets, then we would
require that such transactions are consummated simultaneously.
We
may
issue additional capital stock or debt securities to finance a business
combination. The issuance of additional capital stock, including the conversion
of any convertible debt securities we may issue, or the incurrence of debt,
could have material consequences on our business and financial condition. We
anticipate that we would only consummate such a financing simultaneously with
the consummation of a business combination.
If
we are
unable to complete a business combination by February 12, 2009, we will be
forced to liquidate. If we are forced to liquidate, the per share liquidation
amount may be less than the initial per unit Initial Public Offering price
because of the underwriting commissions and expenses related to our Initial
Public Offering and because of the value of the warrants in the per unit
offering price. Additionally, if third parties make claims against us, the
offering proceeds held in the trust account could be subject to those claims,
resulting in a further reduction to the per share liquidation price. Under
Delaware law, our stockholders who have received distributions from us may
be
held liable for claims by third parties to the extent such claims are paid
by
us. Furthermore, our warrants will expire worthless if we liquidate before
the
completion of the business combination.
It
is
possible that we could use a portion of the funds not in the trust account
to
make a deposit, down payment or fund an exclusivity provision with respect
to a particular proposed business combination. In the event we were ultimately
required to forfeit such funds (whether as a result of our breach of agreement
relating to such payment or otherwise), we may not have a sufficient amount
of
working capital available outside of the trust account to pay expenses related
to finding a suitable business combination without securing additional
financing. If we were unable to secure additional financing, we would most
likely fail to consummate a business combination in the allotted time and would
be forced to liquidate.
Off-Balance
Sheet Arrangements
Options
and warrants issued in conjunction with our Initial Public Offering are equity
linked derivatives and accordingly represent off-balance sheet arrangements.
The
options and warrants meet the scope exception in paragraph 11(a) of
Financial Accounting Standards Board Statement No. 133 (“FASB 133”) and are
accordingly not accounted for as derivatives for purposes of FASB 133, but
instead are accounted for as equity. See the notes to our financial statements
for a discussion of the options and warrants.
The
securities held in the trust account are in the name of our wholly owned
subsidiary, Geneva Acquisition Security Corporation, which was formed on
February 16, 2007 specifically for such purpose.
Contractual
Obligations
In
connection with our Initial Public Offering, we agreed to pay the underwriters
a
deferred underwriting discount of $2,070,000 upon the consummation of our
initial business combination. We expect that such allowance will be paid out
of
the proceeds in the trust account. Beginning on February 12, 2007 and
ending upon the acquisition of a target business, we are incurring a fee of
$4,500 per month for office space and certain administrative, technology and
secretarial services from NEGF Advisory Company Inc., an affiliate of two
of our initial stockholders. Other than contractual obligations incurred in
the
ordinary course of business, we do not have any other long-term contractual
obligations.
Item
3. 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. Our exposure to market risk is limited to interest income
sensitivity with respect to the funds placed in the trust account. However,
the
funds held in our trust account have been invested only in money market funds
meeting certain conditions under Rule 2a-7 under the Investment Company Act
of 1940, so we are not deemed to be an investment company under the Investment
Company Act. As a result, we are subject to market risk primarily through
changes in interest rates on government securities and money market funds.
The
effect of other changes, such as foreign exchange rates, commodity prices and/or
equity prices, do not currently pose significant market risk to us.
Item
4. Controls and Procedures.
Evaluation
of Disclosure Controls and Procedures.
Based
on their evaluation as of the end of the period covered by this Quarterly Report
on Form 10-Q, our principal executive officer and principal financial
officer have concluded that our disclosure controls and procedures (as defined
in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) provide them with
reasonable assurance that the controls were effective to provide timely material
information required to be disclosed as of the end of the period covered by
this
report.
Changes
in Internal Control over Financial Reporting.
Our
management has evaluated whether any change in our internal control over
financial reporting occurred during the last fiscal quarter. Based on that
evaluation, management concluded there have been no changes in our internal
controls over financial reporting during the period covered by this Quarterly
Report on Form 10-Q that have materially affected, or are reasonably likely
to materially affect, our internal controls over financial
reporting.
PART
II
OTHER
INFORMATION
Item
1. Legal Proceedings.
We
are
not currently subject to any material legal proceedings, nor, to our knowledge,
is any material legal proceeding threatened against us.
Item
1A. Risk Factors.
An
investment in our securities involves a high degree of risk. There have been
no
material changes to the risk factors previously disclosed in our Annual Report
on Form 10-K for the year ended December 31, 2007 filed with the SEC. You should
consider carefully all of the material risks described in such report before
making a decision to invest in our securities. If any of the events described
therein occur, our business, financial conditions 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.
Item
2. Unregistered Sales of Equity Securities and Use of
Proceeds.
During
the quarter ended September 30, 2008, we did not issue any securities that
were
not registered under the Securities Act.
Item
3. Defaults upon Senior Securities.
Not
applicable.
Item
4. Submission of Matters to a Vote of the Security
Holders.
Not
applicable.
Item
5. Other Information.
Not
applicable.
Item
6. Exhibits.
Number
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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 Principal 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 and Principal Financial Officer, pursuant
to Section 906 of the Sarbanes-Oxley Act
of 2002
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SIGNATURE
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.
Date:
November 12, 2008
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Geneva Acquisition Corporation
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By:
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/s/
JOHN F. ROUSSEAU, JR.
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John
F. Rousseau, Jr.
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Chief
Operating Officer
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Geneva Acquisition Corp. (AMEX:GAC)
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