1336262--10/29/2007--GLOBAL_SERVICES_PARTNERS_ACQUISITION

related topics

{interest, director, officer}

{stock, price, share}

{acquisition, growth, future}

{investment, property, distribution}

{control, financial, internal}

{product, candidate, development}

The Company has received an audit opinion with an explanatory paragraph regarding its ability to continue as a going concern. The Company has received an audit opinion with an explanatory paragraph regarding its ability to continue as a going concern. We are a development stage company with no operating history and very limited resources. If we are unable to complete a business combination, holders of our common stock will be unable to convert their securities and participate in the distribution of the trust fund. Holders of the shares of common stock will not be entitled to vote those shares on a proposed business combination. Because there are numerous companies with a business plan similar to ours seeking to effectuate a business combination, it may be more difficult for us to complete a business combination. If third parties bring claims against us, the proceeds held in trust could be reduced and the per-share distribution received by Class B stockholders could be less than $5.05 per share. Our common stockholders and our Class B stockholders may be held liable for claims by third parties against us to the extent of distributions received by them. We will dissolve and liquidate if we do not consummate a business combination. Since we have only recently selected two alternative target businesses with which to complete a business combination, we are unable to currently ascertain the merits or risks of the business operations. We may issue shares of our capital stock or debt securities to complete a business combination, which would reduce the equity interest of our stockholders and likely cause a change in control of our ownership. Because our officers, directors and senior advisors allocate their time to other businesses, it may interfere with our ability to consummate a business combination. All of our officers, directors and senior advisors own securities of ours which will not participate in the distribution of the trust fund or distributions upon our liquidation. This may cause them to have a conflict of interest in determining whether a particular target business is appropriate for a business combination. If our common stock or Class B common stock becomes subject to the SEC s penny stock rules, broker-dealers may experience difficulty in completing customer transactions and trading activity in our securities may be adversely affected. It is probable that we will only be able to complete one business combination, which will cause us to be solely dependent on a single business and a limited number of products or services. Because of our limited resources and structure, we may not be able to consummate an attractive business combination. We may be unable to obtain additional financing, if required, to fund the operations and growth of the target business. Our outstanding warrants and option may have an adverse effect on the market price of our common stock and warrants and make it more difficult to effect a business combination. officers exercise their registration rights, it may have an adverse effect on the market price of our common stock and the existence of these rights may make it more difficult to effect a business combination. If we are deemed to be an investment company, we may be required to institute burdensome compliance requirements and our activities may be restricted, which may make it difficult for us to c

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1336262--10/29/2007--GLOBAL_SERVICES_PARTNERS_ACQUISITION_CORP.