<PAGE>
    AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 31, 2005
                                                      FILE NO. 333-____________

===============================================================================
                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                ----------------
                                    FORM S-1

                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933
                                ----------------
                        ALPHA SECURITY GROUP CORPORATION
             (Exact name of registrant as specified in its charter)


<TABLE>
<CAPTION>
<S>                                                <C>                                       <C>
                    DELAWARE                                        6770                                   03-0561397
         (State or other jurisdiction of                (Primary Standard Industrial                    (I.R.S. Employer
          incorporation or organization)                 Classification Code Number)                 Identification Number)
</TABLE>

                              328 WEST 77TH STREET
                            NEW YORK, NEW YORK 10024
                                 (212) 877-1588
         (Address, including zip code, and telephone number, including
            area code, of registrant's principal executive offices)

                                ----------------
                              STEVEN M. WASSERMAN
                              328 WEST 77TH STREET
                            NEW YORK, NEW YORK 10024
                                 (212) 877-1588
           (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)
                                ----------------
                                   Copies to:

<TABLE>
<CAPTION>
<S>                                        <C>
           SAM SCHWARTZ, ESQ.                  DOUGLAS S. ELLENOFF, ESQ.
             EISEMAN LEVINE                      JODY R. SAMUELS, ESQ.
     LEHRHAUPT & KAKOYIANNIS, P.C.          ELLENOFF GROSSMAN & SCHOLE LLP
            845 THIRD AVENUE               370 LEXINGTON AVENUE, 19TH FLOOR
        NEW YORK, NEW YORK 10022               NEW YORK, NEW YORK 10017
             (212) 752-1000                         (212) 370-1300
</TABLE>


   Approximate date of commencement of proposed sale to the public: As soon as
practicable after the effective date of this registration statement.

   If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933 check the following box. |X|

   If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. |_|

   If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. |_|

   If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. |_|

   If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. |X|

                        CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>

 ----------------------------------------------------------------------------------------------------------------------------------
                                                                         PROPOSED MAXIMUM    PROPOSED MAXIMUM
                 TITLE OF EACH CLASS OF                  AMOUNT TO BE     OFFERING PRICE    AGGREGATE OFFERING       AMOUNT OF
              SECURITIES TO BE REGISTERED                 REGISTERED       PER UNIT(1)           PRICE(1)         REGISTRATION FEE
 ----------------------------------------------------------------------------------------------------------------------------------
<S>                                                      <C>             <C>                <C>                   <C>
Units, each consisting of one share of Common Stock,
  $.0001 par value, and one Warrant (2) ..............     9,200,000          $8.00            $ 73,600,000           $ 8,663
 ----------------------------------------------------------------------------------------------------------------------------------
Shares of Common Stock included as part of the
  Units(2) ...........................................     9,200,000             --                      --                --(3)
 ----------------------------------------------------------------------------------------------------------------------------------
Warrants included as part of the Units(2) ............     9,200,000             --                      --                --(3)
 ----------------------------------------------------------------------------------------------------------------------------------
Shares of Common Stock underlying the Warrants
  included in the Units (4) ..........................     9,200,000          $6.00            $ 55,200,000           $ 6,497
 ----------------------------------------------------------------------------------------------------------------------------------
Representative's Unit Purchase Option ................             1          $ 100            $        100           $     0
 ----------------------------------------------------------------------------------------------------------------------------------
Units underlying the Representative's Unit Purchase
  Option ("Representative's Units")(4) ...............       560,000          $8.80            $  4,928,000           $   580
 ----------------------------------------------------------------------------------------------------------------------------------
Shares of Common Stock included as part of the
  Representative's Units(4) ..........................       560,000             --                      --                --(3)
 ----------------------------------------------------------------------------------------------------------------------------------
Warrants included as part of the Representative's
  Units(4) ...........................................       560,000             --                      --                --(3)
 ----------------------------------------------------------------------------------------------------------------------------------
Shares of Common Stock underlying the Warrants
  included in the Representative's Units(4) ..........       560,000          $6.00            $  3,360,000           $   395
 ----------------------------------------------------------------------------------------------------------------------------------
Total ................................................                                         $137,088,100           $16,135
 ----------------------------------------------------------------------------------------------------------------------------------
</TABLE>


(1) Estimated solely for the purpose of calculating the registration fee.
(2) Includes 1,200,000 Units and 1,200,000 shares of Common Stock and 1,200,000
    Warrants underlying such Units which may be issued on exercise of a 45-day
    option granted to the Underwriters to cover over-allotments, if any.
(3) No fee pursuant to Rule 457(g).
(4) Pursuant to Rule 416, there are also being registered such indeterminable
    additional securities as may be issued as a result of the anti-dilution
    provisions contained in the Warrants.

   THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS
REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH
SECTION 8(a) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(a), MAY DETERMINE.
===============================================================================

<PAGE>
PRELIMINARY PROSPECTUS                   SUBJECT TO COMPLETION, AUGUST 31, 2005

                                  $64,000,000


                        ALPHA SECURITY GROUP CORPORATION

                                8,000,000 UNITS

   This is the initial public offering of our securities. We are offering
8,000,000 units, each unit consisting of one share of common stock and one
warrant to purchase one share of common stock. Prior to this offering no
public market has existed for the units, our common stock or the warrants.
This offering is being made on a firm commitment basis. The initial public
offering price of our units is $8.00 per unit.

   We intend to apply to have our units quoted on the OTC Bulletin Board under
the symbol "_______" on or promptly after the date of this prospectus. Once
the securities comprising the units begin separate trading, the common stock
and warrants will be traded on the OTC Bulletin Board under the symbols
"_______" and "_______", respectively.

   INVESTING IN OUR SECURITIES INVOLVES A HIGH DEGREE OF RISK. SEE "RISK
FACTORS" BEGINNING ON PAGE 9 OF THIS PROSPECTUS FOR A DISCUSSION OF
INFORMATION THAT SHOULD BE CONSIDERED IN CONNECTION WITH AN INVESTMENT IN OUR
SECURITIES.

   NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF
THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.

<TABLE>
<CAPTION>

                                                                                                  UNDERWRITING
                                                                                   PUBLIC         DISCOUNT AND     PROCEEDS, BEFORE
                                                                               OFFERING PRICE    COMMISSIONS (1)    EXPENSES, TO US
                                                                               --------------    ---------------   ----------------
<S>                                                                            <C>               <C>               <C>
Per unit...................................................................      $      8.00       $     0.48         $      7.52
Total......................................................................      $64,000,000       $3,840,000         $60,160,000
</TABLE>

---------------
(1) Does not include a non-accountable expense allowance in the amount of 2% of
    the gross proceeds, or $.16 per unit ($1,280,000 in total) payable to Maxim
    Group LLC, or an additional amount of 1% of the gross proceeds, or $0.08
    per unit ($640,000 in total, or $736,000 in total if the over-allotment
    option is exercised in full by the underwriters), payable to Maxim Group
    LLC, upon consummation of a business combination.

   Of the net proceeds we receive from this offering, $57,210,000 ($7.15 per
unit), or $66,059,250 ($7.18 per unit) if the over-allotment option is
exercised in full by the underwriters, will be deposited into a trust account
at JP Morgan Chase NY Bank maintained by American Stock Transfer & Trust
Company, acting as trustee.

   The underwriters may also purchase up to 1,200,000 of our units from us at
the public offering price, less underwriting discounts and commissions, within
45 days from the date of this prospectus, to cover over-allotments, if any.
                                ----------------

   Maxim Group LLC, acting as representative of the underwriters, expects to
deliver our securities to investors in the offering on or about
______________, 2005.


                                MAXIM GROUP LLC

                            __________________, 2005

The information in this prospectus is not complete and may be changed. We may
not sell these securities until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an
offer to sell these securities and it is not soliciting an offer to buy these
securities in any state where the offer or sale is not permitted.
<PAGE>
                               TABLE OF CONTENTS


<TABLE>
<CAPTION>

                                                                            PAGE
                                                                            ----
<S>                                                                         <C>
Prospectus Summary ......................................................      1
Summary Financial Data ..................................................      8
Risk Factors ............................................................      9
Use of Proceeds .........................................................     25
Dilution ................................................................     28
Capitalization ..........................................................     29
Management's Discussion and Analysis of Financial Condition and Results
  of Operations..........................................................     30
Proposed Business .......................................................     32
Management ..............................................................     45
Principal Stockholders ..................................................     50
Certain Relationships and Related Transactions ..........................     52
Description of Securities ...............................................     54
Underwriting ............................................................     58
Legal Matters ...........................................................     62
Experts .................................................................     62
Where You Can Find Additional Information ...............................     63
Index to Financial Statements ...........................................    F-1
</TABLE>


   YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED OR INCORPORATED BY
REFERENCE IN THIS PROSPECTUS. WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU
WITH DIFFERENT INFORMATION. WE ARE NOT MAKING AN OFFER OF THESE SECURITIES IN
ANY JURISDICTION WHERE THE OFFER IS NOT PERMITTED. YOU SHOULD NOT ASSUME THAT
THE INFORMATION IN THIS PROSPECTUS IS ACCURATE AS OF ANY DATE OTHER THAN THE
DATE ON THE FRONT COVER OF THIS PROSPECTUS.

   THIS PROSPECTUS CONTAINS FORWARD-LOOKING STATEMENTS THAT INVOLVE SUBSTANTIAL
RISKS AND UNCERTAINTIES AS THEY ARE NOT BASED ON HISTORICAL FACTS, BUT RATHER
ARE BASED ON CURRENT EXPECTATIONS, ESTIMATES AND PROJECTIONS ABOUT OUR
INDUSTRY, OUR BELIEFS, AND OUR ASSUMPTIONS. THESE STATEMENTS ARE NOT
GUARANTEES OF FUTURE PERFORMANCE AND ARE SUBJECT TO RISKS, UNCERTAINTIES, AND
OTHER FACTORS, SOME OF WHICH ARE BEYOND OUR CONTROL AND DIFFICULT TO PREDICT
AND COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE EXPRESSED OR
FORECASTED IN THE FORWARD-LOOKING STATEMENTS. YOU SHOULD NOT PLACE UNDUE
RELIANCE ON ANY FORWARD-LOOKING STATEMENTS, WHICH APPLY ONLY AS OF THE DATE OF
THIS PROSPECTUS.


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


                                       i

<PAGE>
                               PROSPECTUS SUMMARY

   This summary highlights certain information appearing elsewhere in this
prospectus. For a more complete understanding of this offering, you should
read the entire prospectus carefully, including the risk factors and the
financial statements. Unless otherwise stated in this prospectus, references
to "we," "us" or "our company" refer to Alpha Security Group Corporation.
Unless we tell you otherwise, the information in this prospectus assumes that
the underwriters will not exercise their over-allotment option and that Maxim
Group LLC has not exercised its purchase option.

   Unless we tell you otherwise, the term "business combination" as used in
this prospectus means an acquisition, through a merger, capital stock
exchange, asset acquisition or other similar business combination, of one or
more operating businesses in the homeland security or defense industries or a
combination thereof. As used in this prospectus, a "target business" shall
include assets or an operating business in the homeland security or defense
industries or a combination thereof. In addition, unless we tell you
otherwise, the term "initial stockholder" as used in this prospectus refers to
those persons that held shares of our common stock prior to the date of this
prospectus. Further, unless we tell you otherwise, the term "public
stockholder" as used in this prospectus refers to those persons that purchase
the securities offered by this prospectus and any of our initial stockholders
that purchase these securities either in this offering or afterwards, provided
that our initial stockholders' status as "public stockholders" shall only
exist with respect to those securities so purchased. Unless the context
indicates otherwise, numbers in this prospectus have been rounded and are,
therefore, approximate.

THE COMPANY

   We are a recently organized Delaware blank check company formed for the
purpose of acquiring, through a merger, capital stock exchange, asset
acquisition or other similar business combination, one or more domestic or
international operating businesses in the homeland security or defense
industries or a combination thereof. We do not have any specific merger,
capital stock exchange, asset acquisition or other business combination under
consideration and we have not, nor has anyone on our behalf, contacted any
potential target business or had any discussions, formal or otherwise, with
respect to such a transaction. To date our efforts have been limited to
organizational activities as well as activities related to this offering.

   Beginning with the terrorist attacks on September 11, 2001 and continuing
with our country's war on global terrorism, homeland security has become of
paramount importance in the United States and around the world. Unfortunately,
the events of September 11, 2001 exposed the fact that one of the greatest
strengths of our society - its openness and interconnectedness - can also be
one of its greatest vulnerabilities. Such events have driven the need for
improved protection of our coastline, airlines, railroads, ports, and
manufacturing facilities. We believe that our country's homeland security
depends upon developing and maximizing the use of new technologies, adopting
industry-wide standards and shortening the cycle between innovation and
security applications. According to the Civitas Group, a strategic advisory
and investment services firm serving the homeland security market, the United
States homeland security market is projected to be approximately $23.4 billion
and the global homeland security market is projected to be approximately $42.4
billion in 2005. In addition, by 2015 the global homeland security market is
projected to exceed $170 billion, according to Homeland Security Research
Corp., a homeland security market research firm.

   As a result of September 11, 2001 and the war on global terrorism, many
defense industry-based companies expanded their businesses into the homeland
security industry in order to take advantage of their existing government
sales channels and expand the market for their products and services.
Accordingly, we may purchase one or more operating businesses engaged in the
homeland security industry or the defense industry or a combination thereof,
in order to similarly capitalize on their existing government contracts and
relationships.

   Defense spending is projected to exceed $420 billion in government fiscal
year 2005, a 5.5% increase over government fiscal year 2004. The President's
proposed budget for government fiscal year 2006 includes defense spending of
$441 billion, a 4.8% increase over government fiscal year 2005 projections. If
adopted, this would be the largest defense budget in history in actual
dollars. The 2006 Department of Defense spending plan submitted to Congress
includes a 25.5% increase over the next six years.




                                       1

<PAGE>
   Our management, board of directors and special advisor have established an
extensive network of relationships from which to identify and generate
acquisition opportunities within the homeland security and defense industries.
Certain of our directors have extensive experience in the defense sector and
more recently in homeland security, including serving at the highest levels of
the United States Armed Forces and the Department of Homeland Security. In
addition, we believe the experience of our officers and directors in
investment banking and private equity investments will be beneficial in
structuring and consummating a business combination.

   We are focused on a business combination in the homeland security or defense
industries, or a combination thereof, which includes, among others, the
following sectors:

   o nuclear and radiological prevention;

   o ground transport security;

   o aviation security;

   o port and maritime security;

   o border security;

   o physical infrastructure protection;

   o cyber security;

   o emergency preparedness and response;

   o bioterrorism prevention;

   o counterterrorism and law enforcement;

   o domestic and foreign intelligence;

   o information technology solutions, systems engineering and operation,
     management and support services to the U.S. Department of Defense and
     other U.S. government agencies; and

   o support services related to defense for the various U.S. national
     laboratories.

   While we may seek to effect business combinations with more than one target
business in the homeland security or defense industries or a combination
thereof, our initial business combination must be for assets or with a target
business the fair market value of which is at least equal to 80% of our net
assets at the time of such acquisition. Consequently, it is likely that we
will have the ability to effect only a single business combination.

   We do not have any specific business combination under consideration and we
have not, nor has anyone on our behalf, contacted any prospective target
business or had any discussions, formal or otherwise, with respect to such a
transaction. Moreover, we have not engaged or retained any agent or other
representative to identify or locate any suitable acquisition candidate for
us.

   Our officers and directors will not receive any compensation in this
offering other than reimbursement for out-of-pocket expenses incurred by them
on our behalf, which includes an aggregate of $187,800 in loans that they made
to us in May, 2005. After the consummation of a business combination, if any,
to the extent they remain as officers of the resulting business, we anticipate
that they may enter into employment agreements, the terms of which shall be
negotiated and which we expect to be comparable to employment agreements with
other similarly-situated companies in the homeland security and/or defense
industries. Further, after the consummation of a business combination, if any,
to the extent such persons remain as directors of the resulting business, we
anticipate that they will receive compensation comparable to directors at
other similarly-situated companies in the homeland security and/or defense
industries.

   In addition, we have agreed to pay ASG Management, Inc., our affiliated
third party of which Messrs. Wasserman and Blaha are principals, approximately
$7,500 per month for office space and certain additional general and
administrative services.

   Our executive offices are located at 328 West 77th Street, New York, New
York, 10024, and our telephone number at that location is (212) 877-1588.




                                       2
<PAGE>
                                  THE OFFERING


   In making your decision on whether to invest in our securities, you should
take into account not only the backgrounds of our management team and the
homeland security and defense industries targeted by us for an acquisition,
but also the special risks we face as a blank check company, as well as the
fact that this offering is not being conducted in compliance with Rule 419
promulgated under the Securities Act of 1933, as amended, and, therefore, you
will not be entitled to protections normally afforded to investors in Rule 419
blank check offerings. You should carefully consider these and the other risks
set forth in the section entitled "Risk Factors" beginning on page 9 of this
prospectus.

Securities offered: . . . . . . .  8,000,000 units, at $8.00 per unit, each
                                   unit consisting of:

                                      o one share of common stock; and

                                      o one warrant

                                   The units will begin trading on or promptly
                                   after the date of this prospectus. Each of
                                   the common stock and warrants may trade
                                   separately on the 90th day after the date
                                   of this prospectus unless Maxim Group LLC,
                                   the representative of the underwriters,
                                   determines that an earlier date is
                                   acceptable. In no event will Maxim Group
                                   LLC allow separate trading of the common
                                   stock and warrants until we file an audited
                                   balance sheet reflecting our receipt of the
                                   gross proceeds of this offering. We will
                                   file a Current Report on Form 8-K,
                                   including an audited balance sheet, upon
                                   the consummation of this offering, which is
                                   anticipated to take place three business
                                   days from the date of this prospectus. The
                                   audited balance sheet will include proceeds
                                   we receive from the exercise of the over-
                                   allotment option if the over-allotment
                                   option is exercised prior to the filing of
                                   the Current Report on Form 8-K. If the
                                   over-allotment option is exercised
                                   following the initial filing of the 8-K, an
                                   amended Form 8-K will be filed to provide
                                   updated financial information reflecting
                                   the exercise of the over-allotment option.
                                   For more information, see "Description of
                                   Securities - Units."

Common stock:

 Number outstanding before
    this offering:. . . . . . . .  2,000,000 shares

 Number to be outstanding
    after this offering:. . . . .  10,000,000 shares

Warrants:

 Number outstanding before
    this offering:. . . . . . . .  0 warrants

 Number to be outstanding after
    this offering:. . . . . . . .  8,000,000 warrants




                                       3

<PAGE>
 Exercisability:  . . . . . . . .  Each warrant is exercisable for one share
                                   of common stock. The warrants, at the
                                   option of the holder, may be exercised by
                                   cash payment of the exercise price or by
                                   "cashless exercise." A "cashless exercise"
                                   means that in lieu of paying the aggregate
                                   exercise price for the shares of common
                                   stock being purchased upon exercise of the
                                   warrants in cash, the holder will forfeit a
                                   number of shares underlying the warrants
                                   with a market value equal to such aggregate
                                   exercise price. We will not receive
                                   additional proceeds to the extent the
                                   warrants are exercised by cashless
                                   exercise.

 Exercise price:  . . . . . . . .  $6.00 per share

 Exercise period: . . . . . . . .  The warrants will become exercisable on the
                                   later of:

                                      o the completion of a business
                                        combination with a target business, or

                                      o _________________, 2006 [ONE YEAR FROM
                                        THE DATE OF THIS PROSPECTUS]

                                   The warrants will expire at 5:00 p.m., New
                                   York City time, on ________________, 2009
                                   [FOUR YEARS FROM THE DATE OF THIS
                                   PROSPECTUS] or earlier upon redemption.

 Redemption:  . . . . . . . . . .  We may redeem the outstanding warrants:

                                      oin whole and not in part,

                                      o at a price of $.01 per warrant at any
                                        time after the warrants become
                                        exercisable,

                                      o upon a minimum of 30 days' prior
                                        written notice of redemption, and

                                      o if, and only if, the last sale price of
                                        our common stock equals or exceeds
                                        $11.50 per share for any 20 trading
                                        days within a 30 trading day period
                                        ending three business days before we
                                        send the notice of redemption.

                                   We have established these criteria to
                                   provide warrant holders with a premium to
                                   the initial warrant exercise price as well
                                   as a degree of liquidity to cushion the
                                   market reaction, if any, to our redemption
                                   call. If the foregoing conditions are
                                   satisfied and we call the warrants for
                                   redemption, each warrant holder shall then
                                   be entitled to exercise his or her warrant
                                   prior to the date scheduled for redemption,
                                   by payment of the exercise price in cash or
                                   on a "cashless exercise" basis in lieu of
                                   paying the exercise price in cash as
                                   described in this prospectus. However,
                                   there can be no assurance that the price of
                                   the common stock will exceed the call
                                   trigger price or the warrant exercise price
                                   after the redemption call is made.

 Management Warrant Purchase: . .  Steven M. Wasserman, our chief executive
                                   officer, president and co-chairman of the
                                   board of directors, or his affiliates or
                                   designees, has agreed to purchase up to
                                   $1,000,000 of our warrants in the open
                                   market, at a price per warrant not to
                                   exceed $1.20, within 60 days of such
                                   warrants being separately tradeable. These
                                   warrants will not be sold by Mr. Wasserman
                                   or his designees until the consummation of
                                   a business combination. Maxim Group LLC has
                                   also agreed to purchase up to $500,000 of
                                   our warrants in the open



                                       4

<PAGE>
                                   market on similar terms; however, Maxim
                                   Group LLC may sell its warrants prior to
                                   the consummation of a business combination.

Proposed OTC Bulletin Board
  symbols for our:

   Units: . . . . . . . . . . . .  "_____"

   Common Stock:. . . . . . . . .  "_____"

   Warrants:. . . . . . . . . . .  "_____"

Offering proceeds to be
  held in trust: . . . . . . . .   $57,210,000 of the proceeds of this offering
                                   ($7.15 per unit), or $66,059,250 ($7.18 per
                                   unit) if the underwriters exercise the
                                   over-allotment option in full, will be placed
                                   in a trust account at JP Morgan Chase NY Bank
                                   maintained by American Stock Transfer & Trust
                                   Company, pursuant to an agreement to be
                                   signed on the date of this prospectus. These
                                   proceeds will not be released until the
                                   earlier of the completion of a business
                                   combination or our liquidation. Therefore,
                                   unless and until a business combination is
                                   consummated, the proceeds held in the trust
                                   account will not be available for our use for
                                   any expenses related to this offering or
                                   expenses which we may incur related to the
                                   investigation and selection of a target
                                   business and the negotiation of an agreement
                                   to acquire a target business. These expenses
                                   may be paid prior to a business combination
                                   only from the net proceeds of this offering
                                   not held in the trust account (initially,
                                   approximately $1,236,000, or $1,410,750 if
                                   the underwriters exercise the over- allotment
                                   option in full) after the payment of the
                                   expenses relating to this offering. For more
                                   information, see the section entitled "Use of
                                   Proceeds." 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 a
                                   "no-shop" 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 the 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.

                                   None of the warrants may be exercised until
                                   the later of our completion of a business
                                   combination or ________________, 2006 [ONE
                                   YEAR FROM THE DATE OF THIS PROSPECTUS], and
                                   thus, after the proceeds of the trust
                                   account have been disbursed, the warrant
                                   exercise price will be paid directly to us,
                                   except we will not receive proceeds to the
                                   extent the warrants are exercised by
                                   cashless exercise. For more information,
                                   see the section entitled "Description of
                                   Securities - Warrants."

Stockholders must approve
  business combination: . . . . .  We will seek stockholder approval before we
                                   effect any business combination, even if
                                   the nature of the acquisition would not
                                   ordinarily require stockholder approval
                                   under applicable state law. In connection
                                   with the vote required for any business
                                   combination, all of our initial
                                   stockholders, including all of our officers
                                   and



                                       5

<PAGE>
                                   directors, have agreed to vote the shares
                                   of common stock owned by them immediately
                                   before this offering in accordance with the
                                   majority of the shares of common stock
                                   voted by the public stockholders. In
                                   addition, our existing stockholders have
                                   agreed to vote any shares of common stock
                                   acquired in or following this offering in
                                   favor of the business combination submitted
                                   to our stockholders for approval.
                                   Accordingly, they will not be able to
                                   exercise conversion rights with respect to
                                   a potential business combination. We 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 this offering vote
                                   against the business combination and,
                                   subsequently, exercise their conversion
                                   rights described below. For more
                                   information, see the section entitled
                                   Proposed Business - Effecting a Business
                                   Combination - Opportunity for stockholder
                                   approval of a business combination."

                                   Voting against the business combination
                                   alone will not result in conversion of a
                                   stockholder's shares into a pro rata share
                                   of the trust account. Such stockholder must
                                   have also exercised its conversion rights
                                   described below.

                                   We will not enter into any business
                                   combination with any affiliates of our
                                   initial stockholders, officers or directors
                                   without obtaining an opinion from an
                                   independent investment banking firm that a
                                   business combination with any such company
                                   is fair to our stockholders from a
                                   financial point of view.

Conversion rights for stockholders
  voting to reject a business
  combination:. . . . . . . . . .  Public stockholders voting against a
                                   business combination will be entitled to
                                   convert their stock into a pro rata share
                                   of the trust account, including any
                                   interest earned thereon, if the business
                                   combination is approved and completed.
                                   Public stockholders that convert their
                                   stock into their pro rata share of the
                                   trust account will continue to have the
                                   right to exercise any warrants they may
                                   hold. Because the initial per share
                                   conversion price is $7.15 per share (plus
                                   any interest), which is lower than the
                                   $8.00 per unit price paid in the offering
                                   and, which may be lower than the market
                                   price of the common stock on the date of
                                   the conversion, there may be a disincentive
                                   on the part of public stockholders to
                                   exercise their conversion rights. The term
                                   public stockholders means the holders of
                                   common stock sold as part of the units in
                                   this offering or in the open market,
                                   including any of our initial stockholders
                                   that purchase these securities either in
                                   this offering or in the open market. For
                                   more information see the section entitled
                                   "Proposed Business - Effecting a Business
                                   Combination - Conversion rights."

Liquidation if no business
  combination:. . . . . . . . . .  We will dissolve and promptly distribute
                                   only to our public stockholders the amount
                                   in our trust account plus any remaining net
                                   assets if we do not effect a business
                                   combination within 18 months after
                                   consummation of this offering (or within 24
                                   months from the consummation of this
                                   offering if a letter of intent,



                                       6

<PAGE>
                                   agreement in principle or definitive
                                   agreement has been executed within 18
                                   months after consummation of this offering
                                   and the business combination has not yet
                                   been consummated within such 18 month
                                   period). The initial stockholders have
                                   agreed to waive their respective rights to
                                   participate in any liquidation distribution
                                   occurring upon our failure to consummate a
                                   business combination, but only with respect
                                   to those shares of common stock acquired by
                                   them prior to this offering. They will
                                   participate in any liquidation distribution
                                   with respect to any shares of common stock
                                   acquired in connection with or following
                                   this offering. There will be no
                                   distribution from the trust account with
                                   respect to our warrants, and all rights
                                   with respect to our warrants will
                                   effectively cease upon our liquidation. For
                                   more information, see the section entitled
                                   "Proposed Business - Effecting a Business
                                   Combination - Liquidation if no business
                                   combination."

Escrow of initial stock-
  holders' shares:                 On the date of this prospectus, all of our
                                   initial stockholders, including all of our
                                   officers and directors, will place the shares
                                   they owned before this offering into an
                                   escrow account maintained by American Stock
                                   Transfer & Trust Company, acting as escrow
                                   agent. Subject to certain limited exceptions,
                                   such as transfers to family members and
                                   trusts for estate planning purposes and upon
                                   death while remaining subject to the escrow
                                   agreement, these shares will not be
                                   transferable during the escrow period and
                                   will not be released from escrow until
                                   ______________, 2008 [THREE YEARS FROM THE
                                   DATE OF THIS PROSPECTUS], unless we receive
                                   the approval of our public stockholders to
                                   release the shares from escrow or we were to
                                   consummate a transaction after the
                                   consummation of the initial business
                                   combination which results in all of the
                                   stockholders of the combined entity having
                                   the right to exchange their shares of common
                                   stock for cash, securities or other property.
                                   For more information, see the section
                                   entitled "Principal Stockholders."




                                       7

<PAGE>
                             SUMMARY FINANCIAL DATA


   The following table summarizes the relevant financial data for our business
and should be read with our financial statements, which are included in this
prospectus. To date, our efforts have been limited to organizational
activities relating to this offering, so only balance sheet data is presented.

<TABLE>
<CAPTION>

                                                              JULY 18, 2005
                                                          ----------------------
                                                           ACTUAL    AS ADJUSTED
                                                          --------   -----------
<S>                                                       <C>        <C>
Balance Sheet Data:
 Working capital/(deficiency) ........................    $(12,977)  $58,465,523
 Total assets ........................................     208,261    58,465,523
 Total liabilities ...................................     188,738            --
 Value of common stock which may be converted to cash
  ($7.15 per share)...................................          --    11,434,280
 Stockholders' equity ................................      19,523    47,031,263
</TABLE>


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

   The working capital (as adjusted) and total assets (as adjusted) amounts
include the $57,210,000, or $66,059,250 if the underwriter's over-allotment
option is exercised in full, to be held in the trust account, which will be
available to us only upon the consummation of a business combination within
the time period described in this prospectus. If a business combination is not
so consummated, we will be dissolved and the proceeds held in the trust
account will be distributed solely to our public stockholders. The term public
stockholders means the holders of common stock sold as part of the units in
this offering or in the open market, including any initial stockholders to the
extent that they purchase or acquire such shares.

   We will not proceed with a business combination if public stockholders
owning 20% or more of the shares sold in this offering vote against the
business combination and exercise their conversion rights. Accordingly, we may
effect a business combination if public stockholders owning less than 20% of
the shares sold in this offering exercise their conversion rights. If this
occurred, we would be required to convert to cash up to approximately 19.99%
of the 8,000,000 shares of common stock sold in this offering, or 1,599,200
shares of common stock, at an initial per-share conversion price of $7.15,
without taking into account interest earned on the trust account. The actual
per-share conversion price will be equal to:

   o the amount in the trust account, including all accrued interest, as of
     two business days prior to the proposed consummation of the business
     combination,

   o divided by the number of shares of common stock sold in this offering.




                                       8

<PAGE>
                                  RISK FACTORS


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

                   RISKS ASSOCIATED WITH OUR CURRENT BUSINESS

   WE ARE A NEWLY FORMED COMPANY WITH NO OPERATING HISTORY AND, ACCORDINGLY,
YOU WILL NOT HAVE ANY BASIS ON WHICH TO EVALUATE OUR ABILITY TO ACHIEVE OUR
BUSINESS OBJECTIVE.

   We are a recently formed company with no operating results to date and our
efforts to date have been limited to organizational activities as well as
activities related to this offering. Therefore, our ability to begin
operations is dependent upon obtaining financing through the public offering
of our securities. Since we do not have any operations or an operating
history, you will have no basis upon which to evaluate our ability to achieve
our business objective, which is to acquire one or more domestic or
international assets or an operating business in the homeland security or
defense industries or a combination thereof. We do not have any specific
merger, capital stock exchange, asset acquisition or other business
combination under consideration and we have not, nor has anyone on our behalf,
contacted any potential target business or had any discussions, formal or
otherwise, with respect to such a transaction. Moreover, we have not engaged
or retained any agent or other representative to identify or locate any
suitable acquisition candidate for us. We will not generate any revenues
(other than interest income on the proceeds of this offering) until, at the
earliest, after the consummation of a business combination.

   WE MAY NOT BE ABLE TO CONSUMMATE A BUSINESS COMBINATION WITHIN THE REQUIRED
TIMEFRAME, IN WHICH CASE, WE WOULD BE FORCED TO LIQUIDATE.

   We must complete a business combination with a fair market value of at least
80% of our net assets at the time of acquisition within 18 months after the
consummation of this offering (or within 24 months after the consummation of
this offering if a letter of intent, agreement in principle or a definitive
agreement has been executed within 18 months after the consummation of this
offering and the business combination relating thereto has not yet been
consummated within such 18 month period). If we fail to consummate a business
combination within the required time frame, we will be forced to liquidate our
assets. We may not be able to find suitable target businesses within the
required time frame. In addition, our negotiating position and our ability to
conduct adequate due diligence on any potential target may be reduced as we
approach the deadline for the consummation of a business combination. We do
not have any specific business combination under consideration, and neither
we, nor any representative acting on our behalf, has had any contacts with any
target business regarding a business combination.

   IF WE ARE FORCED TO LIQUIDATE BEFORE A BUSINESS COMBINATION, OUR PUBLIC
STOCKHOLDERS WILL RECEIVE LESS THAN $8.00 PER SHARE UPON DISTRIBUTION OF THE
TRUST ACCOUNT AND OUR WARRANTS WILL EXPIRE WORTHLESS.

   If we are unable to complete a business combination and are forced to
liquidate our assets, the per-share liquidation will be less than $8.00
because of the expenses of this offering, our general and administrative
expenses and the anticipated costs of seeking a business combination after
this offering. Furthermore, the warrants will expire worthless if we liquidate
before the completion of a business combination. For a more complete
discussion of the effects on our stockholders if we are unable to complete a
business combination, see the section entitled "Proposed Business -- Effecting
a Business Combination--Liquidation if no business combination."

   YOU WILL NOT BE ENTITLED TO PROTECTIONS NORMALLY AFFORDED TO INVESTORS OF
BLANK CHECK COMPANIES.

   Since the net proceeds of this offering are intended to be used to complete
a business combination with a target business that has not been identified, we
may be deemed to be a "blank check" company under the United States securities
laws. However, since we will have net tangible assets in excess of $5,000,000
upon the consummation of this offering and will file a Current Report on Form
8-K with the SEC within three

                                       9

<PAGE>
business days of the consummation of this offering, including an audited
balance sheet demonstrating this fact, we are exempt from rules promulgated by
the SEC to protect investors in blank check companies such as Rule 419.
Accordingly, investors will not be afforded the benefits or protections of
those rules. Because we are not subject to Rule 419, our units will be
immediately tradeable and we will have a longer period of time within which to
complete a business combination in certain circumstances. For a more detailed
comparison of our offering to offerings under Rule 419, see the section
entitled "Proposed Business -- Comparison to Offerings of Blank Check
Companies."

   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.

    Since August 2003, based upon publicly available information,
approximately 24 similarly structured blank check companies have completed
initial public offerings and over 20 similarly structured companies have filed
registration statements with the SEC seeking to go public. Of these companies,
only one company has consummated a business combination, while three other
companies have announced they have entered into a definitive agreement for a
business combination, but have not consummated such business combination.
Accordingly, there are approximately 20 blank check companies with more than
$900 million in trust that are seeking to carry out a business plan similar to
our business plan, including approximately $170 million for two companies
seeking business combinations specifically in the homeland security and
defense industries. While, like us, some of those companies have specific
industries that they must complete a business combination in, a number of them
may consummate a business combination in any industry they choose. We may
therefore be subject to competition from these and other companies seeking to
consummate a business plan similar to ours which will, as a result, increase
demand for privately-held companies to combine with companies structured
similarly to ours. Further, the fact that only one of such companies has
completed a business combination and three of such companies have entered into
a definitive agreement for a business combination may be an indication that
there are only a limited number of attractive target businesses available to
such entities or that many privately-held target businesses may not be
inclined to enter into business combinations with publicly held blank check
companies like us. We cannot assure you that we will be able to successfully
compete for an attractive business combination. Additionally, because of this
competition, we cannot assure you that we will be able to effectuate a
business combination within the required time periods. If we are unable to
find a suitable target business within such time periods, we will be forced to
liquidate.

   SINCE WE HAVE NOT CURRENTLY SELECTED A PROSPECTIVE TARGET BUSINESS WITH
WHICH TO COMPLETE A BUSINESS COMBINATION, INVESTORS IN THIS OFFERING ARE
UNABLE TO CURRENTLY ASCERTAIN THE MERITS OR RISKS OF THE TARGET BUSINESS'S
OPERATIONS.

   Since we have not yet selected or approached a prospective target, investors
in this offering have no current basis to evaluate the possible merits or
risks of the target business's operations. To the extent we complete a
business combination with a financially unstable company, an entity in its
development stage and/or an entity subject to unknown or unmanageable
liabilities, we may be affected by numerous risks inherent in the business
operations of those entities. Although our management will endeavor to
evaluate the risks inherent in a particular target business, we cannot assure
you that we will properly ascertain or assess all of the significant risk
factors. We also cannot assure you that an investment in our securities will
not ultimately prove to be less favorable to investors in this offering than a
direct investment, if an opportunity were available, in a target business. For
a more complete discussion of our selection of a target business, see the
section entitled "Proposed Business -- Effecting a Business Combination--We
have not selected or approached any target business."

   IF THIRD PARTIES BRING CLAIMS AGAINST US, THE PROCEEDS HELD IN TRUST COULD
BE REDUCED AND THE PER-SHARE LIQUIDATION PRICE RECEIVED BY STOCKHOLDERS WILL
BE LESS THAN $7.15 PER SHARE.

   Our placing of funds in trust may not protect those funds from third party
claims against us. Although we will seek to have all vendors, prospective
target businesses or other entities we engage execute agreements with us
waiving any right, title, interest or claim of any kind in or to any monies
held in the trust account for the benefit of our public stockholders, there is
no guarantee that they will execute such agreements, or even if they execute
such agreements that they would be prevented from bringing claims

                                       10

<PAGE>
against the trust account. Examples of possible instances where we may engage
a third party that refused to execute a waiver include the engagement of a
third party consultant whose particular expertise or skills are believed by
management to be significantly superior to those of other consultants that
would agree to execute a waiver or in cases where management is unable to find
a provider of required services willing to provide the waiver. In any event,
our management would perform an analysis of the alternatives available to it
and would only enter into an agreement with a third party that did not execute
a waiver if management believed that such third party's engagement would be
significantly more beneficial to us than any alternative. In addition, there
is no guarantee that such entities will agree to waive any claims they may
have in the future as a result of, or arising out of, any negotiations,
contracts or agreements with us and will not seek recourse against the trust
account for any reason. Accordingly, the proceeds held in trust could be
subject to claims which could take priority over the claims of our public
stockholders and the per-share liquidation price could be less than the
initial $7.15 per share held in the trust account, plus interest, due to
claims of such creditors. If we are unable to complete a business combination
and are forced to liquidate, Steven M. Wasserman, our chief executive officer,
president and co-chairman of the board of directors, and Robert B. Blaha,
our chief management officer and executive vice president, will be personally
liable under certain circumstances (for example, if a vendor does not waive
any rights or claims to the trust account) to ensure that the proceeds in the
trust account are not reduced by the claims of certain prospective target
businesses and  vendors that are owed money by us for services rendered or
products sold to us, to the extent necessary to ensure that such claims do not
reduce the amount in the trust account. However, we cannot assure you that
Messrs. Wasserman and Blaha will be able to satisfy those obligations.

   WE MAY ISSUE SHARES OF OUR CAPITAL STOCK, INCLUDING CONVERTIBLE 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.

   Our certificate of incorporation authorizes the issuance of up to
100,000,000 shares of common stock, par value $.0001 per share, and 1,000,000
shares of preferred stock, par value $.0001 per share. Immediately after this
offering (assuming no exercise of the underwriters' over-allotment option),
there will be 82,800,000 authorized but unissued shares of our common stock
available for issuance (after appropriate reservation for the issuance of
shares upon full exercise of our outstanding warrants and the purchase option
issued to the representative of the underwriters) and all of the 1,000,000
shares of preferred stock available for issuance. Although we have no
commitments as of the date of this offering to issue our securities, we may
issue a substantial number of additional shares of our common stock or
preferred stock, or a combination of common and preferred stock, to complete a
business combination. The issuance of additional shares of our common stock or
any number of shares of our preferred stock:

   o may significantly reduce the equity interest of investors in this
     offering;

   o will likely cause a change in control if a substantial number of our
     shares of common stock are issued, which may affect, among other things,
     our ability to use our net operating loss carry forwards, if any, and
     most likely also result in the resignation or removal of our present
     officers and directors; and

   o may adversely affect prevailing market prices for our common stock.

   For a more complete discussion of the possible structure of a business
combination, see the section entitled "Proposed Business -- Effecting a
Business Combination -- Selection of a target business and structuring of a
business combination."

   WE MAY ISSUE NOTES OR OTHER DEBT SECURITIES, OR OTHERWISE INCUR SUBSTANTIAL
DEBT, TO COMPLETE A BUSINESS COMBINATION, WHICH MAY ADVERSELY AFFECT OUR
FINANCIAL CONDITION.

   Although we have no commitments as of the date of this offering to issue any
notes or other debt securities, or to otherwise incur outstanding debt, we may
choose to issue a substantial amount of notes or other debt securities, or opt
to incur substantial debt, or a combination of both, to complete a business
combination. If we finance the purchase of assets or operations through the
issuance of debt securities, it could result in:


                                       11

<PAGE>
   o default and foreclosure on our assets if our operating revenues after a
     business combination were insufficient to pay our debt obligations;

   o acceleration of our obligations to repay the indebtedness even if we have
     made all principal and interest payments when due, if the debt security
     contained covenants that required the maintenance of certain financial
     ratios or reserves and any such covenant was breached without a waiver or
     renegotiation of that covenant;

   o our immediate payment of all principal and accrued interest, if any, to
     the extent the debt security was payable on demand; and

   o our inability to obtain additional financing, if necessary, if the debt
     security contained covenants restricting our ability to obtain additional
     financing while such security was outstanding.

   For a more complete discussion of the possible structure of a business
combination, see the section entitled "Proposed Business -- Effecting a
Business Combination -- Selection of a target business and structuring of a
business combination."

   BECAUSE OF OUR LIMITED RESOURCES AND THE SIGNIFICANT COMPETITION FOR
BUSINESS COMBINATION OPPORTUNITIES, WE MAY NOT BE ABLE TO CONSUMMATE AN
ATTRACTIVE BUSINESS COMBINATION.

   In addition to other similarly situated blank check companies, we expect to
encounter intense competition from other entities having a business objective
similar to ours, including venture capital funds, leveraged buyout funds and
operating businesses competing for acquisitions. Many of these entities are
well established and have extensive experience in identifying and effecting
business combinations directly or through affiliates. Many of these
competitors possess greater technical, human and other resources than we do
and our financial resources will be relatively limited when contrasted with
those of many of these competitors. While we believe that there are numerous
potential target businesses that we could acquire with the net proceeds of
this offering, our ability to compete in acquiring certain sizable target
businesses will be limited by our available financial resources. This inherent
competitive limitation gives others an advantage in pursuing the acquisition
of certain target businesses. Further:

   o our obligation to seek stockholder approval of a business combination may
     delay the consummation of a transaction;

   o our obligation to convert shares of our common stock into cash for
     dissenting shareholders may reduce the resources available for a business
     combination; and

   o our outstanding warrants and the purchase option granted to the
     representative of the underwriters, and the future dilution they
     potentially represent, may not be viewed favorably by certain target
     businesses.

   Any of these obligations may place us at a competitive disadvantage in
successfully negotiating and completing a business combination.

   In addition, because it is possible that our business combination may entail
the contemporaneous acquisition of several operating businesses and may be
with several different sellers, we will need to convince such sellers to agree
that the purchase of their businesses is contingent upon the simultaneous
closings of the other acquisitions.

   OUR ABILITY TO EFFECT A BUSINESS COMBINATION AND TO EXECUTE ANY POTENTIAL
BUSINESS PLAN AFTERWARDS WILL BE LARGELY DEPENDENT UPON THE EFFORTS OF OUR KEY
PERSONNEL, SOME OF WHOM MAY JOIN US FOLLOWING A BUSINESS COMBINATION AND MAY
BE UNFAMILIAR WITH THE REQUIREMENTS OF OPERATING A PUBLIC COMPANY.

   Our ability to effect a business combination will be totally dependent upon
the efforts of our key personnel. The future role of our key personnel
following a business combination, however, cannot presently be fully
ascertained. Specifically, the members of our current management are not
obligated to remain with us subsequent to a business combination, and we
cannot assure you that the resignation or retention of our current management
will be included as a term or condition in any agreement with respect to a
business combination. Although our management and other key personnel,
particularly our chief executive officer and president and our chief
management officer and executive vice president, may remain associated with us

                                       12

<PAGE>
following a business combination, we may employ other personnel following the
business combination. While we intend to closely scrutinize any additional
individuals we employ after a business combination, we cannot assure you that
our assessment of those individuals will prove to be correct. Moreover, our
current management will only be able to remain with the combined company after
the consummation of a business combination if they are able to negotiate such
as part of the business combination. If we acquired a target business in an
all-cash transaction, it would be more likely that current members of
management would remain with us if they chose to do so. If a business
combination were structured as a merger whereby the stockholders of the target
business were to control the combined company following a business
combination, it may be less likely that management would remain with the
combined company unless it was negotiated as part of the transaction via the
acquisition agreement, an employment agreement or other arrangement. In making
the determination as to whether current management should remain with us
following the business combination, management will analyze the experience and
skill set of the target business's management and negotiate as part of the
business combination that certain members of current management remain if it
is believed that it is in the best interests of the combined company post-
business combination.

   IF MANAGEMENT WERE TO NEGOTIATE TO BE RETAINED BY THE COMPANY POST-BUSINESS
COMBINATION AS A CONDITION TO ANY POTENTIAL BUSINESS COMBINATION, SUCH
NEGOTIATIONS MAY RESULT IN A CONFLICT OF INTEREST.

   Our current management will only be able to remain with the combined company
after the consummation of a business combination if they are able to negotiate
mutually agreeable employment terms as part of any such combination, which
terms would be disclosed to stockholders in any proxy statement relating to
such transaction. The financial interest of our officers and directors could
influence their motivation in selecting a target business and thus, there may
be a conflict of interest when determining whether a particular business
combination is in the stockholders' best interest.

   OUR OFFICERS AND DIRECTORS WILL ALLOCATE THEIR TIME TO OTHER BUSINESSES,
THEREBY CAUSING CONFLICTS OF INTEREST IN THEIR DETERMINATION AS TO HOW MUCH
TIME TO DEVOTE TO OUR AFFAIRS. THIS COULD HAVE A NEGATIVE IMPACT ON OUR
ABILITY TO CONSUMMATE A BUSINESS COMBINATION.

   Our officers and directors are not required to, and will not, commit their
full time to our affairs, which may result in a conflict of interest in
allocating their time between our operations and other businesses. This could
have a negative impact on our ability to consummate a business combination. We
do not intend to have any full time employees prior to the consummation of a
business combination. Each of our executive officers are engaged in several
other business endeavors and are not obligated to contribute any specific
number of hours per week to our affairs. For example, Steven M. Wasserman, our
chief executive officer, president and co-chairman of the board of directors,
currently serves as managing partner of AMT Ventures LLC, an entity primarily
engaged in public and private equity and debt investments on a principal basis
as well as managing partner of AMT Capital Partners LLC, an investment banking
advisory firm. In addition, Robert B. Blaha, our chief management officer and
executive vice president, currently serves as president of Human Capital
Resources, a management consulting company and vice chairman of Integrity Bank
&Trust, a commercial bank. If our officers' and directors' other business
affairs require them to devote substantial amounts of time to such affairs in
excess of their current commitment levels, it could limit their ability to
devote time to our affairs and could have a negative impact on our ability to
consummate a business combination. We cannot assure you that these conflicts
will be resolved in our favor. For a complete discussion of the potential
conflicts of interest that you should be aware of, see the sections entitled
"Management -- Directors and Executive Officers" and "Management -- Conflicts
of Interest."

   OUR OFFICERS AND DIRECTORS ARE CURRENTLY AND MAY IN THE FUTURE BECOME
AFFILIATED WITH ENTITIES ENGAGED IN BUSINESS ACTIVITIES SIMILAR TO THOSE
INTENDED TO BE CONDUCTED BY US AND ACCORDINGLY, MAY HAVE CONFLICTS OF INTEREST
IN DETERMINING WHICH ENTITY A PARTICULAR BUSINESS OPPORTUNITY SHOULD BE
PRESENTED TO.

   Our officers and directors are currently, and may in the future become
affiliated with entities, including other "blank check" companies, engaged in
business activities similar to those intended to be conducted by us.
Additionally, our officers and directors may become aware of business
opportunities which may be appropriate for presentation to us as well as the
other entities with which they are or may be affiliated. Further, certain of
our officers and directors are currently involved in other businesses that are
similar to the business activities that we intend to conduct following a
business combination. Due to these existing or

                                       13

<PAGE>
potential affiliations, they have prior fiduciary obligations to present
potential business opportunities to those entities prior to presenting them to
us which could cause additional conflicts of interest. Accordingly, they may
have conflicts of interest in determining to which entity a particular
business opportunity should be presented. We cannot assure you that these
conflicts will be resolved in our favor. For a complete discussion of our
management's business affiliations and the potential conflicts of interest
that you should be aware of, see the sections entitled "Management--Directors
and Executive Officers" and "Management--Conflicts of Interest." We cannot
assure you that these conflicts will be resolved in our favor.

   IF WE SEEK TO EFFECT A BUSINESS COMBINATION WITH AN ENTITY THAT IS DIRECTLY
OR INDIRECTLY AFFILIATED WITH ONE OR MORE OF OUR EXISTING STOCKHOLDERS,
CONFLICTS OF INTEREST COULD ARISE.

   Our existing stockholders either currently have or may in the future have
affiliations with companies in the homeland security and/or defense
industries. If we were to seek a business combination with a target business
with which one or more of our existing stockholders may be affiliated,
conflicts of interest could arise in connection with negotiating the terms of
and completing the business combination. Conflicts that may arise may not be
resolved in our favor.

   SINCE ALL OF OUR DIRECTORS OWN SHARES OF OUR COMMON STOCK WHICH WILL NOT
PARTICIPATE IN LIQUIDATION DISTRIBUTIONS THEY MAY HAVE A CONFLICT OF INTEREST
IN DETERMINING WHETHER A PARTICULAR TARGET BUSINESS IS APPROPRIATE FOR A
BUSINESS COMBINATION.

   All of our directors own shares of common stock in our company which were
issued prior to this offering, but have waived their right to receive
distributions with respect to those shares upon our liquidation if we are
unable to complete a business combination. Additionally, Steven M. Wasserman,
our chief executive officer, president and co-chairman of our board of
directors, or his affiliates or designees, has agreed to purchase up to
$1,000,000 of warrants on the open market for a price not to exceed $1.20 per
warrant, for a period of 60 days once such warrants begin to trade separately.
These warrants will not be sold until the consummation of a business
combination. The shares and warrants owned by our directors will be worthless
if we do not consummate a business combination. The personal and financial
interests of our directors may influence their motivation in identifying and
selecting a target business and completing a business combination in a timely
manner. Consequently, our directors' discretion in identifying and selecting a
suitable target business may result in a conflict of interest when determining
whether the terms, conditions and timing of a particular business combination
are appropriate and in our stockholders' best interest.

   OUR EXISTING STOCKHOLDERS WILL NOT RECEIVE REIMBURSEMENT FOR ANY OUT-OF-
POCKET EXPENSES INCURRED BY THEM TO THE EXTENT THAT SUCH EXPENSES EXCEED THE
AMOUNT NOT HELD IN THE TRUST ACCOUNT UNLESS THE BUSINESS COMBINATION IS
CONSUMMATED AND THEREFORE THEY MAY HAVE A CONFLICT OF INTEREST.

   Our existing stockholders will not receive reimbursement for any out-of-
pocket expenses incurred by them to the extent that such expenses exceed the
amount not held in the trust account unless the business combination is
consummated and there are sufficient funds available for reimbursement after
such consummation. The financial interest of such persons could influence
their motivation in selecting a target business and thus, there may be a
conflict of interest when determining whether a particular business
combination is in the stockholders' best interest.

   IF OUR 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.

   If at any time we have net tangible assets of $5,000,000 or less and our
common stock has a market price per share of less than $5.00, transactions in
our common stock may be subject to the "penny stock" rules promulgated under
the Securities Exchange Act of 1934. Under these rules, broker-dealers who
recommend such securities to persons other than institutional accredited
investors must:

   o make a special written suitability determination for the purchaser;

   o receive the purchaser's written agreement to a transaction prior to sale;


                                       14

<PAGE>
   o provide the purchaser with risk disclosure documents which identify
     certain risks associated with investing in "penny stocks" and which
     describe the market for these "penny stocks" as well as a purchaser's
     legal remedies; and

   o obtain a signed and dated acknowledgment from the purchaser demonstrating
     that the purchaser has actually received the required risk disclosure
     document before a transaction in a "penny stock" can be completed.

   If our common stock becomes subject to these rules, broker-dealers may find
it difficult to effectuate customer transactions and trading activity in our
securities may be adversely affected. As a result, the market price of our
securities might be depressed, and you might find it more difficult to sell
our securities.

   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.

   The net proceeds from this offering will provide us with approximately
$58,446,000 ($67,470,000 if the underwriters exercise the over-allotment
option in full) which we may use to complete a business combination. Our
initial business combination must be with a business or businesses with a
collective fair market value of at least 80% of our net assets at the time of
such acquisition. We may further seek to acquire a target business that has a
fair market value significantly in excess of 80% of our net assets. Although
as of the date of this prospectus we have not engaged or retained, had any
discussions with, or entered into any agreements with, any third party
regarding any such potential financing transactions, we could seek to fund
such a business combination by raising additional funds through the sale of
our securities or through loan arrangements. However, if we were to seek such
additional funds, any such arrangement would likely only be consummated
simultaneously with our consummation of a business combination. Consequently,
it is probable that we will have the ability to complete only a single
business combination, although this may entail the simultaneous acquisitions
of several assets or closely related operating businesses at the same time.
Accordingly, the prospects for our ability to effect our business strategy may
be:

   o solely dependent upon the performance of a single business; or

   o dependent upon the development or market acceptance of a single or
     limited number of products, processes or services.

   In this case, we will not be able to diversify our operations or benefit
from the possible spreading of risks or offsetting of losses, unlike other
entities which may have the resources to complete several business
combinations in different industries or different segments of a single
industry. Further, our prospects for success are likely to be entirely
dependent upon the future performance of the initial target business or
businesses we acquire. Furthermore, it is possible that our business
combination may entail the simultaneous acquisition of several assets or
operating businesses at the same time and may be with different sellers, in
which case we will need to convince such sellers to agree that the purchase of
their assets or businesses is contingent upon the simultaneous closings of the
other acquisitions.

   WE MAY BE UNABLE TO OBTAIN ADDITIONAL FINANCING, IF REQUIRED, TO COMPLETE A
BUSINESS COMBINATION OR TO FUND THE OPERATIONS AND GROWTH OF THE TARGET
BUSINESS, WHICH COULD COMPEL US TO RESTRUCTURE THE TRANSACTION OR ABANDON A
PARTICULAR BUSINESS COMBINATION.

   Although we believe that the net proceeds of this offering will be
sufficient to allow us to consummate a business combination, in as much as we
have not yet selected or approached any prospective target business, we cannot
ascertain the capital requirements for any particular transaction. If the net
proceeds of this offering prove to be insufficient, either because of the size
of the business combination or the depletion of the available net proceeds in
searching for a target business, or because we become obligated to convert
into cash a significant number of shares from dissenting stockholders, we will
be required to seek additional financing. We cannot assure you that such
financing would be available on acceptable terms, if at all. To the extent
that additional financing proves to be unavailable when needed to consummate a
particular business combination, we would be compelled to restructure the
transaction or abandon that particular business combination and seek an
alternative target business candidate. In addition, 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 a "no-shop" provision with respect

                                       15

<PAGE>
to a proposed business combination. In the event that we were ultimately
required to forfeit such funds (whether as a result of our breach of the
agreement relating to such payment or otherwise), without securing additional
financing we may not have a sufficient amount of working capital available
outside of the trust account to conduct due diligence and pay other expenses
related to finding a suitable business combination. 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,
resulting in a loss of a portion of your investment. In addition, if we
consummate a business combination, we may require additional financing to fund
the operations or growth of the target business. The failure to secure
additional financing could have a material adverse effect on the continued
development or growth of the target business. None of our officers, directors,
stockholders or special advisor is required to provide any financing to us in
connection with or after a business combination.

   OUR INITIAL STOCKHOLDERS, INCLUDING OUR OFFICERS AND DIRECTORS, CONTROL A
SUBSTANTIAL INTEREST IN US AND THUS MAY INFLUENCE CERTAIN ACTIONS REQUIRING
STOCKHOLDER VOTE.

   Upon consummation of our offering, our initial stockholders (including all
of our officers and directors) will collectively own 20% of our issued and
outstanding shares of common stock (assuming they do not purchase units in
this offering or on the open market and also assuming no exercise of the
underwriters' over-allotment option). Additionally, Steven M. Wasserman, our
chief executive officer, president and co-chairman of our board of directors,
or his affiliates or designees, has agreed to purchase up to $1,000,000 of
warrants in the open market for a price not to exceed $1.20 per warrant, for a
period of 60 days once such warrants begin to trade separately from the units,
which may result in management having a greater than 20% interest in our
company if these warrants are subsequently exercised. These warrants cannot be
sold until after consummation of a business combination. None of our other
initial stockholders, officers and directors has indicated to us that they
intend to purchase units in the offering or warrants on the open market.

   In connection with the vote required for any business combination, all of
our initial stockholders, including all of our officers and directors, have
agreed to vote the shares of common stock owned by them immediately before
this offering in accordance with the majority of the shares of common stock
voted by the public stockholders. In addition, our existing stockholders have
agreed to vote any shares of common stock acquired in or following this
offering in favor of the business combination submitted to our stockholders
for approval.

   Because of Mr. Wasserman's agreement with Maxim Group LLC to make open
market purchases of the warrants during the 60 day period after separate
trading of the common stock and warrants begins, our existing stockholders may
obtain an even larger ownership block of our common stock upon exercise of the
warrants which could permit them to effectively influence the outcome of all
matters requiring approval by our stockholders at such time, including the
election of directors and approval of significant corporate transactions,
following the consummation of our initial business combination.

   Our board of directors is divided into two classes, each of which will
generally serve for a term of two years with only one class of directors being
elected in each year. It is unlikely that there will be an annual meeting of
stockholders to elect new directors prior to the consummation of a business
combination, in which case all of the current directors will continue in
office at least until the consummation of the business combination. If there
is an annual meeting, as a consequence of our "staggered" board of directors,
initially only one-half of the board of directors will be considered for
election and our initial stockholders, because of their ownership position,
will have considerable influence regarding the outcome. Accordingly, our
initial stockholders will likely continue to exert control at least until the
consummation of a business combination. In addition, our initial stockholders
and their affiliates and relatives are not prohibited from purchasing units in
this offering or in the aftermarket. If they do, we cannot assure you that our
initial stockholders will not have considerable influence upon the vote in
connection with a business combination.


                                       16

<PAGE>
   OUR INITIAL STOCKHOLDERS PAID AN AGGREGATE OF $25,000, OR APPROXIMATELY
$0.0125 PER SHARE, FOR THEIR SHARES AND, ACCORDINGLY, YOU WILL EXPERIENCE
IMMEDIATE AND SUBSTANTIAL DILUTION FROM THE PURCHASE OF OUR COMMON STOCK.

   The difference between the public offering price per share of our common
stock and the pro forma net tangible book value per share of our common stock
after this offering constitutes the dilution to you and the other investors in
this offering. The fact that our initial stockholders acquired their shares of
common stock at a nominal price has significantly contributed to this
dilution. Upon completion of the offering, you and the other new investors
will incur an immediate and substantial dilution of approximately 30% or $2.40
per share (the difference between the pro forma net tangible book value per
share of $5.60, and the initial offering price of $8.00 per unit).

   OUR OUTSTANDING WARRANTS MAY HAVE AN ADVERSE EFFECT ON THE MARKET PRICE OF
OUR COMMON STOCK AND MAKE IT MORE DIFFICULT TO EFFECT A BUSINESS COMBINATION.

   In connection with this offering, as part of the units (but not including
any over-allotments issued to the underwriters), we will be issuing warrants
to purchase 8,000,000 shares of common stock. In addition we have agreed to
sell to the representative of the underwriters an option to purchase up to a
total of 560,000 units that, if exercised, would result in the issuance of
warrants to purchase an additional 560,000 shares of common stock. To the
extent we issue shares of common stock to effect a business combination, the
potential for the issuance of substantial numbers of additional shares upon
exercise of these warrants (to the extent the warrants are exercised on a
"cashless exercise" basis the number of shares to be issued by us will be
reduced) could make us a less attractive acquisition vehicle in the eyes of a
target business as such securities, when exercised, will increase the number
of issued and outstanding shares of our common stock and reduce the value of
the shares issued to complete the business combination. Accordingly, our
warrants may make it more difficult to effectuate a business combination or
increase the cost of the target business. Additionally, the sale, or even the
possibility of sale, of the shares underlying the warrants could have an
adverse effect on the market price for our securities or on our ability to
obtain future public financing. If and to the extent these warrants are
exercised, you will experience dilution to your holdings.

   IF OUR INITIAL STOCKHOLDERS EXERCISE THEIR REGISTRATION RIGHTS, IT MAY HAVE
AN ADVERSE EFFECT ON THE MARKET PRICE OF OUR COMMON STOCK AND THE EXISTENCE OF
THESE RIGHTS MAY MAKE IT MORE DIFFICULT TO EFFECT A BUSINESS COMBINATION.

   Our initial stockholders are entitled to require us to register the resale
of their shares of common stock at any time after the date on which their
shares are released from escrow, which, except in limited circumstances
including approval by our public stockholders, will not be before three years
from the date of this prospectus. If our initial stockholders exercise their
registration rights with respect to all of their shares of common stock, then
there will be an additional 2,000,000 shares of common stock eligible for
trading in the public market. The presence of this additional number of shares
of common stock eligible for trading in the public market may have an adverse
effect on the market price of our common stock. In addition, the existence of
these rights may make it more difficult to effectuate a business combination
or increase the cost of the target business, as the stockholders of the target
business may be discouraged from entering into a business combination with us
or may request a higher price for their securities as a result of these
registration rights and the potential future effect their exercise may have on
the trading market for our common stock.

   IF YOU ARE NOT AN INSTITUTIONAL INVESTOR, YOU MAY PURCHASE OUR SECURITIES IN
THIS OFFERING ONLY IF YOU RESIDE WITHIN CERTAIN STATES AND MAY ENGAGE IN
RESALE TRANSACTIONS ONLY IN THOSE STATES AND A LIMITED NUMBER OF OTHER
JURISDICTIONS.

   We have applied to register our securities, or have obtained or will seek to
obtain an exemption from registration, in Colorado, Delaware, the District of
Columbia, Florida, Hawaii, Illinois, Indiana, Maryland, New York, Rhode Island
and Wyoming. If you are not an "institutional investor," you must be a
resident of these jurisdictions to purchase our securities in the offering.
The definition of an "institutional investor" varies from state to state but
generally includes financial institutions, broker-dealers, banks, insurance
companies and other qualified entities. In order to prevent resale
transactions in violation of states' securities laws, you may engage in resale
transactions only in these states and in other jurisdictions in which an

                                       17

<PAGE>
applicable exemption is available or a Blue Sky application has been filed and
accepted. This restriction on resale may limit your ability to resell the
securities purchased in this offering and may impact the price of our
securities. For a more complete discussion of the Blue Sky state securities
laws and registrations affecting this offering, see the section entitled
"Underwriting -- State Blue Sky Information."

   Even if you are an institutional investor, you may purchase our securities
in this offering only if you are located in a jurisdiction permitting sales of
the units to institutional investors. You should consult with your own
financial and legal advisors to determine if you are eligible to participate
in this offering.

   WE INTEND TO HAVE OUR SECURITIES QUOTED ON THE OTC BULLETIN BOARD, WHICH
WILL LIMIT THE LIQUIDITY AND PRICE OF OUR SECURITIES MORE THAN IF OUR
SECURITIES WERE QUOTED OR LISTED ON THE NASDAQ STOCK MARKET OR A NATIONAL
EXCHANGE.

   We anticipate that our securities will be traded in the over-the-counter
market. It is anticipated that they will be quoted on the OTC Bulletin Board,
an NASD-sponsored and operated inter-dealer automated quotation system for
equity securities not included on the Nasdaq Stock Market. Quotation of our
securities on the OTC Bulletin Board will limit the liquidity and price of our
securities more than if our securities were quoted or listed on The Nasdaq
Stock Market or a national exchange. We cannot assure you, however, that such
securities will be authorized for quotation by the OTC Bulletin Board or any
other market in the future, in which event the liquidity and price of our
securities would be even more adversely impacted.

   IF WE ARE DEEMED TO BE AN INVESTMENT COMPANY, WE MAY BE REQUIRED TO
INSTITUTE BURDENSOME COMPLIANCE REQUIREMENTS AND OUR ACTIVITIES MAY BE
RESTRICTED, WHICH MAY MAKE IT DIFFICULT FOR US TO COMPLETE A BUSINESS
COMBINATION.

   If we are deemed to be an investment company under the Investment Company
Act of 1940, our activities may be restricted which, among other problems, may
make it difficult for us to complete a business combination. Such restrictions
include:

   o restrictions on the nature of our investments; and

   o restrictions on the issuance of our securities.

   In addition, we may have imposed upon us burdensome requirements, including:

   o registration and regulation as an investment company;

   o adoption of a specific form of corporate structure; and

   o reporting, record keeping, voting, proxy and disclosure requirements and
     other rules and regulations.

   We do not believe that our anticipated principal activities will subject us
to the Investment Company Act of 1940. The proceeds held in trust will be
invested only in United States "government securities," defined as any
Treasury Bill issued by the United States having a maturity of one hundred and
eighty days or less or in money market funds meeting certain conditions under
Rule 2a-7 promulgated under the Investment Company Act of 1940, so that we are
not deemed to be an investment company under the Investment Company Act. By
restricting the investment of the proceeds to these instruments, we intend to
meet the requirements for the exemption provided in Rule 3a-1 promulgated
under the Investment Company Act of 1940. If we were deemed to be subject to
the act, compliance with these additional regulatory burdens would require
additional expense that we have not allotted for.

   OUR DIRECTORS, INCLUDING THOSE WE EXPECT TO SERVE ON AN AUDIT COMMITTEE, MAY
NOT BE CONSIDERED "INDEPENDENT" UNDER THE POLICIES OF THE NORTH AMERICAN
SECURITIES ADMINISTRATORS ASSOCIATION, INC.

   Under the policies of the North American Securities Administrators
Association, Inc., an international organization devoted to investor
protection, because all of our directors own shares of our common stock and
may receive reimbursement for out-of-pocket expenses incurred by them in
connection with activities on our behalf, such as identifying potential target
businesses and performing due diligence on suitable business combinations,
state securities administrators could take the position that such individuals
are not "independent." If this were the case, they would take the position
that we would not have the benefit of independent directors examining the
propriety of expenses incurred on our behalf and subject to

                                       18

<PAGE>
reimbursement. Additionally, there is no limit on the amount of out-of-pocket
expenses that could be incurred and there will be no review of the
reasonableness of the expenses by anyone other than our board of directors,
which would include persons who may seek reimbursement, or a court of
competent jurisdiction if such reimbursement is challenged. To the extent such
out-of-pocket expenses exceed the available proceeds not deposited in the
trust account, such out-of-pocket expenses would not be reimbursed by us
unless we consummate a business combination. Although we believe that all
actions taken by our directors on our behalf will be in our best interests,
whether or not they are deemed to be "independent," we cannot assure you that
this will actually be the case. If actions are taken, or expenses are
incurred, that are actually not in our best interests, it could have a
material adverse effect on our business and operations and the price of our
stock held by the public stockholders.

   BECAUSE OUR INITIAL STOCKHOLDERS' INITIAL EQUITY INVESTMENT WAS ONLY
$25,000, OUR OFFERING MAY BE DISALLOWED BY STATE ADMINISTRATORS THAT FOLLOW
THE NORTH AMERICAN SECURITIES ADMINISTRATORS ASSOCIATION, INC. STATEMENT OF
POLICY ON PROMOTIONAL OR DEVELOPMENT STAGE COMPANIES.

   Pursuant to the Statement of Policy Regarding Promoter's Equity Investment
promulgated by The North American Securities Administrators Association, Inc.,
any state administrator may disallow an offering of a promotional or
development stage company if the initial equity investment by a company's
promoters does not equal a certain percentage of the aggregate public offering
price. Our promoters' initial investment of $25,000 is less than the required
$3,537,203 minimum amount pursuant to this policy. Accordingly, a state
administrator would have the discretion to disallow our offering if it wanted
to. We cannot assure you that our offering would not be disallowed pursuant to
this policy.

   ACQUISITIONS THAT WE MAY UNDERTAKE WOULD INVOLVE A NUMBER OF INHERENT RISKS,
ANY OF WHICH COULD CAUSE US NOT TO REALIZE THE BENEFITS ANTICIPATED TO RESULT.

   It is possible that, following our initial acquisition, our strategy will
include expanding our operations and other capabilities through acquisitions
of other businesses and assets. Acquisition transactions involve various
inherent risks, such as:

   o uncertainties in assessing the value, strengths and potential
     profitability of, and identifying the extent of all weaknesses, risks,
     contingent and other liabilities (including environmental liabilities)
     of, acquisition or other transaction candidates;

   o the potential loss of key customers, management and employees of an
     acquired business;

   o the ability to achieve identified operating and financial synergies
     anticipated to result from an acquisition or other transaction;

   o problems that could arise from the integration of the acquired business;
     and

   o unanticipated changes in business, industry or general economic
     conditions that affect the assumptions underlying the acquisition or
     other transaction rationale.

   Any one or more of these factors could cause us not to realize the benefits
anticipated to result from the acquisition of businesses or assets or could
result in unexpected liabilities associated with these acquisition candidates.

   THE INABILITY OF THE SELLERS OF COMPANIES WE MAY ACQUIRE TO FULFILL THEIR
INDEMNIFICATION OBLIGATIONS TO US UNDER OUR ACQUISITION AGREEMENTS COULD
INCREASE OUR LIABILITIES AND ADVERSELY AFFECT OUR RESULTS OF OPERATIONS AND
FINANCIAL POSITION.

   We intend to make an effort to negotiate as a term in our acquisition
agreements, that the respective sellers will agree to retain responsibility
for and indemnify us against damages resulting from certain third-party claims
or other liabilities. However, there may be instances in which we decide to
enter into an acquisition agreement without such seller indemnification
obligations, such as in purchases of assets out of bankruptcy. These third-
party claims and other liabilities include, without limitation, premium
payments to funds created under applicable Federal laws, costs associated with
various litigation matters, and certain environmental liabilities. The lack of
seller indemnification obligations or the failure of any seller to satisfy its
obligations with respect to claims and retained liabilities covered by the
acquisition agreements could have

                                       19

<PAGE>
an adverse effect on our results of operations and financial position because
claimants may successfully assert that we are liable for those claims and/or
retained liabilities. In addition, we expect that certain obligations of the
sellers to indemnify us will terminate upon expiration of the applicable
indemnification period and will not cover damages in excess of the applicable
coverage limit. The assertion of third-party claims after the expiration of
the applicable indemnification period or in excess of the applicable coverage
limit, or the failure of any seller to satisfy its indemnification obligations
with respect to breaches of its representations and warranties, could have an
adverse effect on our results of operations and financial position.

       RISKS ASSOCIATED WITH THE HOMELAND SECURITY AND DEFENSE INDUSTRIES

   Even if we acquire domestic or international assets or operations, of which
no assurances can be given, our proposed business will be subject to numerous
risks, including the following:

                   RISKS ASSOCIATED WITH GOVERNMENT CONTRACTS

   We may acquire a target business that contracts directly with federal, state
or local governments with respect to homeland security or defense or a
combination thereof. Alternatively, our target business may act as a
subcontractor, supplier or partner with another party or parties that contract
with the government. Set forth below are the risk factors associated with
government contracts that may impact us.

   OUR TARGET BUSINESS COULD BE ADVERSELY AFFECTED BY SIGNIFICANT CHANGES IN
THE CONTRACTING OR FISCAL POLICIES OF GOVERNMENTS AND GOVERNMENTAL ENTITIES.

   The revenues of our target business may be substantially derived from
contracts with international, federal, state and local governments and
government agencies and subcontracts under federal government prime contracts
and we believe that the growth of our target business may depend on our
procurement of government contracts either directly or through prime
contractors. Accordingly, changes in government contracting policies or
government budgetary constraints could directly affect the financial
performance of our target business. Among the factors that could adversely
affect our target business are:

   o changes in fiscal policies or decreases in available government funding;

   o changes in government programs or applicable requirements;

   o the adoption of new laws or regulations or changes to existing laws and
     regulations;

   o changes in political or social attitudes with respect to homeland
     security or defense issues; and

   o potential delays or changes in the government appropriations process.

   These and other factors could cause governments and governmental agencies,
or prime contractors that may use our target business as a subcontractor, to
reduce their purchases under existing contracts, to exercise their rights to
terminate contracts at-will or to abstain from exercising options to renew
contracts, any of which could have a material adverse effect on the business,
financial condition and results of operations of our target business.

   GOVERNMENT CONTRACTS TYPICALLY CONTAIN UNFAVORABLE PROVISIONS.

   Government contracts often include provisions that are not standard in
private commercial transactions. For example, government contracts may:

   o include provisions that allow the government agency to terminate the
     contract without penalty under certain circumstances;

   o contain onerous procurement procedures;

   o be subject to cancellation if government funding becomes unavailable; and

   o subject the contracting party to suspension or ban from doing business
     with the government or a government agency, impose fines and penalties
     and subject the contracting party to criminal prosecution.


                                       20

<PAGE>
   GOVERNMENT CONTRACTS ARE SUBJECT TO AUDIT AND COST ADJUSTMENTS, WHICH COULD
REDUCE REVENUE OF OUR TARGET, DISRUPT ITS BUSINESS OR OTHERWISE ADVERSELY
AFFECT ITS RESULTS OF OPERATIONS.

   Government agencies routinely audit and investigate government contracts and
government contractors' administrative processes and systems. These agencies
review performance on contracts, pricing practices, cost structure and
compliance with applicable laws, regulations and standards. They also review
the contracting parties' compliance with regulations and policies and the
adequacy of internal control systems and policies, including the purchasing,
property, estimating, compensation and management information systems of our
target business. Any costs found to be improperly allocated to a specific
contract will not be reimbursed and any such costs already reimbursed must be
refunded. Moreover, if any of the administrative processes and systems are
found not to comply with requirements, our target business may be subjected to
increased government oversight and approval that could delay or otherwise
adversely affect its ability to compete for or perform contracts. Therefore,
an unfavorable outcome to a government audit could cause the actual results of
our target business to differ materially from those anticipated. If an
investigation uncovers improper or illegal activities, our target business may
be subject to civil and criminal penalties and administrative sanctions,
including termination of contracts, forfeitures of profits, suspension of
payments, fines and suspension or debarment from doing business with the
government. In addition, our target business could suffer serious harm to its
reputation if allegations of impropriety were made against it. Each of these
results could cause the actual results of our target business to differ
materially from those anticipated.

   OUR TARGET BUSINESS MAY DERIVE SIGNIFICANT REVENUE FROM CONTRACTS AWARDED
THROUGH A COMPETITIVE BIDDING PROCESS.

   Government contracts are awarded through a competitive bidding process. A
material portion of our target's business in the future is likely to continue
to be awarded through competitive bidding. The competitive bidding process
presents a number of risks, including the following:

   o bids are made on programs before the completion of their design, which
     may result in unforeseen difficulties and cost overruns;

   o substantial cost and managerial time and effort to prepare bids is made
     on proposals for contracts that may not be won;

   o it may be difficult to estimate accurately the resources and cost
     structure that will be required to service any contract won; and

   o expense and delay may be encountered if competitors protest or challenge
     awards of contracts to our target business in competitive bidding, and
     any such protest or challenge could result in the resubmission of bids on
     modified specifications, or in the termination, reduction, or
     modification of the awarded contract.

   Budgetary pressures and changes in the procurement process have caused many
government clients to increasingly purchase goods and services through
indefinite deliver/indefinite quantity, or ID/IQ, contracts, GSA schedule
contracts and other government-wide acquisition contracts. These contracts,
some of which are awarded to multiple contractors, have increased competition
and pricing pressure, requiring that our target business make sustained post-
award efforts to realize revenue under each such contract. In addition, the
net effect of such programs may reduce the number of bidding opportunities
available to our target business. Moreover, even if our target business was
highly qualified to work on a particular new contract, it might not be awarded
business because of the government's policy and practice of maintaining a
diverse contracting base.

   OUR TARGET BUSINESS WILL LIKELY HAVE TO COMPLY WITH COMPLEX PROCUREMENT LAWS
AND REGULATIONS.

   Our target business will likely have to comply with and will be affected by
laws and regulations relating to the formation, administration and performance
of federal government contracts, which affect how it does business with its
customers and may impose added costs on its business. For example, our target
business or parties with which it does business will likely be subject to the
Federal Acquisition Regulations and all supplements (including those issued by
the Department of Homeland Security and the Department of Defense), which
comprehensively regulate the formation, administration and performance of
federal

                                       21

<PAGE>
government contracts, and to the Truth-in-Negotiations Act, which requires
certification and disclosure of cost and pricing data in connection with
contract negotiations. In addition, our target business or parties with which
it does business will likely be subject to industrial security regulations of
Department of Defense and other federal agencies that are designed to
safeguard against foreigners access to classified information. Our target
business may also be liable for systems and services failures and security
breaks with respect to the solutions, services, products, or other
applications it sells to the government. If our target business was to come
under foreign ownership, control or influence, its federal government
customers could terminate or decide not to renew their contracts, and it could
impair the ability of our target business to obtain new contracts. The
government may reform its procurement practices or adopt new contracting rules
and regulations, including cost-accounting standards, that could be costly to
satisfy or that could impair the ability of our target business to obtain new
contracts.

    OTHER RISKS ASSOCIATED WITH THE HOMELAND SECURITY AND DEFENSE INDUSTRIES

   THE HOMELAND SECURITY AND DEFENSE INDUSTRIES ARE HIGHLY COMPETITIVE AND UPON
CONSUMMATION OF A BUSINESS COMBINATION WE MAY NOT BE ABLE TO COMPETE
EFFECTIVELY, WHICH COULD ADVERSELY AFFECT THE REVENUES OF OUR TARGET BUSINESS
AND ITS POTENTIAL FOR PROFITABILITY.

   The homeland security and defense industries are rapidly evolving and
intensely competitive. We expect competition to intensify in the future. Many
of the competitors we will face upon consummation of a business combination
may have significantly greater financial, technical, marketing and other
resources than we do. In addition, the management of our competitors may have
greater operating resources and experience in the homeland security and
defense sectors than management of a target business we may acquire. Some of
these competitors may also offer a wider range of products and services than
our target business can and have greater name recognition and a larger client
base. These competitors may be able to respond more quickly and effectively to
new or changing opportunities, technologies and customer requirements. They
may also be able to undertake more extensive promotional activities, offer
more attractive terms to clients, and adopt more aggressive pricing policies.
If our target business is unable to compete effectively following a business
combination, our business, financial condition, results of operations and
prospects would be materially adversely affected.

   OUR TARGET BUSINESS MAY DEPEND ON ITS MANAGEMENT, AND THE LOSS OF ANY SENIOR
MANAGEMENT, OR THE INABILITY TO ATTRACT PERSONNEL, COULD HAVE A MATERIAL
ADVERSE EFFECT ON ITS OPERATIONS.

   We intend to acquire a target business with existing management most of whom
are likely to be retained to run the target business. The loss of one or more
of such executives could have a material adverse effect on our target business
and on our financial condition and results of operations. We believe that our
future ability to execute our business strategy will depend on attracting and
retaining highly-skilled technical, managerial and marketing personnel for our
target business. We may not be able to attract and retain the personnel
required which could have a material adverse effect on our business after we
acquire a target business.

   IF OUR TARGET BUSINESS IS UNABLE TO KEEP PACE WITH THE CHANGES IN THE
HOMELAND SECURITY OR DEFENSE INDUSTRIES, THE PRODUCTS AND SERVICES OF OUR
TARGET BUSINESS COULD BECOME OBSOLETE AND IT COULD HURT THE RESULTS OF
OPERATIONS OF OUR TARGET BUSINESS.

   The homeland security and defense industries are highly competitive and are
characterized by rapid technological change. The products and services of our
target business will compete with other existing products and may compete
against other developing technologies. Development by others of new or
improved products, processes or technologies may reduce the size of potential
markets for the products of our target business. Our target's products may be
rendered obsolete or less competitive as a result of products, processes or
technologies of competitive companies. The ability of our target business to
compete after the consummation of a business combination may be dependent upon
our ability to keep pace with changes in the homeland security or defense
industry. If our target business is ultimately unable to adapt its operations
as needed, its business, financial condition, results of operations and
prospects following a business combination will be adversely affected.


                                       22

<PAGE>
   WE MAY BE UNABLE TO PROTECT OR ENFORCE THE INTELLECTUAL PROPERTY RIGHTS OF
ANY TARGET BUSINESSES THAT WE ACQUIRE.

   We may acquire a target business whose business is dependent upon its
proprietary technology and intellectual property. Accordingly, the protection
of trademarks, copyrights, patents, domain names, trade dress, and trade
secrets may be critical to the ability of our target business to compete with
its competitors. In such a case, our target business will likely rely on a
combination of copyright, trademark, trade secret laws and contractual
restrictions to protect any proprietary technology and rights that it may
acquire. Despite the efforts of our target business to protect its proprietary
technology and rights, our target business may not be able to prevent
misappropriation of its proprietary rights or deter independent development of
technologies that compete with the business we acquire. Our target business's
competitors may file patent applications or obtain patents and proprietary
rights that block or compete with its patents. Litigation may be necessary in
the future to enforce our target business's intellectual property rights, to
protect its trade secrets, or to determine the validity and scope of the
proprietary rights of others. It is also possible that third parties may claim
our target business has infringed their patent, trademark, copyright or other
proprietary rights. Claims or litigation, with or without merit, could result
in substantial costs and diversions of resources, either of which could have a
material adverse effect on the competitive position and business of our target
business. Depending on the target business or businesses that we acquire, we
may have to protect trademarks, patents, and domain names in an increasing
number of jurisdictions, a process that is expensive and may not be successful
in every location. With respect to certain proprietary rights, such as
trademarks and copyrighted materials, of the target business or businesses
that we will acquire, the target business or businesses may have entered into
license agreements in the past and will continue to enter into such agreements
in the future. These licensees may take actions that diminish the value of
such target business or businesses' proprietary rights or cause harm to such
target business or businesses' reputation.

   OUR TARGET BUSINESS MAY FACE INHERENT PRODUCT LIABILITY OR OTHER LIABILITY
RISKS WHICH COULD RESULT IN LARGE CLAIMS AGAINST US.

    Our target business may face the inherent risk of exposure to product
liability and other liability claims resulting from the use of its products,
especially to the extent such products will be depended upon in emergency,
rescue and public safety situations that may involve physical harm or even
death to individuals, as well as potential loss or damage to property. Despite
quality control systems and inspection, there remains an ever-present risk of
an accident resulting from a faulty manufacture or maintenance of products, or
an act of an agent outside the control of the companies or their suppliers. A
product liability claim, or other legal claims based on theories including
personal injury or wrongful death, made against our target business could
adversely affect its operations and financial condition. Although there may be
insurance to cover the product liability claims, the amount of coverage may
not be sufficient. Furthermore, we cannot assure you that our target business,
if engaged in the sale of so-called "anti-terrorism technologies" could avail
itself of the liability protections intended to be afforded by the Support
Anti-Terrorism by Fostering Effective Technologies Act of 2002, or the SAFETY
Act.

   A DECLINE IN THE U.S. DEFENSE BUDGET MAY ADVERSELY AFFECT THE OPERATIONS OF
OUR TARGET.

   We may acquire a target business with material sales under contracts with
the U.S. Department of Defense, including sales under subcontracts having the
Department of Defense as the ultimate purchaser. The U.S. defense budget
declined from time to time in the late 1980s and the early 1990s, resulting in
a slowing of new program starts, program delays and program cancellations.
These reductions caused most defense-related government contractors to
experience declining revenues, increasing pressure on operating margins and,
in some cases, net losses. While spending authorizations for defense-related
programs by the government have increased in recent years, and in particular
after the September 11, 2001 terrorist attacks, these spending levels may not
be sustainable, and future levels of expenditures and authorizations for those
programs may decrease, remain constant or shift to programs in areas where our
target business may provide limited or no products or services. A change in
the U.S. Presidential Administration or in the composition of Congress could
also materially affect levels of support for military expenditures. A
significant decline in military expenditures could harm the operating results
of our target business.


                                       23

<PAGE>
   OUR TARGET BUSINESS MAY REGULARLY EMPLOY SUBCONTRACTORS TO ASSIST IN
SATISFYING ITS CONTRACTUAL OBLIGATIONS. IF THESE SUBCONTRACTORS FAIL TO
ADEQUATELY PERFORM THEIR CONTRACTUAL OBLIGATIONS, OUR TARGET BUSINESS'S PRIME
CONTRACT PERFORMANCE AND ITS ABILITY TO OBTAIN FUTURE BUSINESS COULD BE
MATERIALLY AND ADVERSELY IMPACTED.

    The performance by our target business of government contracts may involve
the issuance of subcontracts to other companies upon which our target business
may rely to perform all or a portion of the work it is obligated to deliver to
customers. There is a risk that our target business may have disputes with
subcontractors concerning a number of issues including the quality and
timeliness of work performed by the subcontractor. A failure by one or more of
our target business's subcontractors to satisfactorily deliver on a timely
basis the agreed-upon supplies and/or perform the agreed-upon services may
materially and adversely impact the ability of our target business to perform
its obligations as a prime contractor. In extreme cases, such subcontractor
performance deficiencies could result in the government terminating our
target's contract for default. A default termination could expose our target
business to liability for excess costs of reprocurement by the government and
have a material adverse effect on the ability of our target business to
compete for future contracts.

   IF OUR TARGET BUSINESS CANNOT OBTAIN THE NECESSARY SECURITY CLEARANCES, IT
MAY NOT BE ABLE TO PERFORM CLASSIFIED WORK FOR THE GOVERNMENT AND THE REVENUES
OF OUR TARGET BUSINESS MAY SUFFER.

   Certain government contracts may require the facilities of our target
business and some of its employees to maintain security clearances. If our
target business loses or is unable to obtain required security clearances, the
customer can terminate the contract or decide not to renew it upon its
expiration. As a result, to the extent our target business cannot obtain the
required security clearances for its employees working on a particular
contract, our target business may not derive the revenue anticipated from the
contract, which, if not replaced with revenue from other contracts, could
seriously harm its operating results.

   SECURITY BREACHES OF SENSITIVE GOVERNMENT SYSTEMS COULD RESULT IN THE LOSS
OF CUSTOMERS AND NEGATIVE PUBLICITY.

   Our target business may offer products and services involving managing and
protecting information involved in national security and other sensitive
government functions. A security breach involving our target business's
products or services could cause serious harm to its business, could result in
negative publicity and could prevent our target business from having further
access to such critically sensitive information or other similarly sensitive
areas for other governmental customers.


                                       24

<PAGE>
                                USE OF PROCEEDS


   We estimate that the net proceeds of this offering will be as set forth in
the following table:

<TABLE>
<CAPTION>

                                              WITHOUT OVER-      OVER-ALLOTMENT
                                             ALLOTMENT OPTION   OPTION EXERCISED
                                             ----------------   ----------------
<S>                                          <C>                <C>
Gross proceeds ..........................      $64,000,000         $73,600,000
Offering expenses (1)
 Underwriting discount (6% of gross
  proceeds)..............................        3,840,000           4,416,000
 Underwriting non-accountable expense
   allowance
   (2% of gross proceeds without the
   over-allotment option)................        1,280,000           1,280,000
 Legal fees and expenses (including blue
   sky services and expenses)............          300,000             300,000
 Printing and engraving expenses ........           50,000              50,000
 Miscellaneous Expenses .................           28,656              28,656
 Accounting fees and expenses ...........           25,000              25,000
 SEC registration fee ...................           16,135              16,135
 NASD registration fee ..................           14,209              14,209
Net proceeds
 Held in trust ..........................       57,210,000          66,059,250
 Not held in trust ......................        1,236,000           1,410,750
                                               -----------         -----------
   Total net proceeds....................      $58,446,000         $67,470,000
                                               ===========         ===========
Use of net proceeds not held in trust
Legal, accounting and other expenses
  attendant to the due
  diligence investigations, structuring
  and negotiation of a
  business combination...................      $   200,000         $   200,000
Payment for office space, administrative
  services and support to ASG Management,
  Inc. ($7,500 per month for up to 24
  months)................................          180,000             180,000
Due diligence of prospective target
  businesses.............................          250,000             250,000
Legal and accounting fees relating to
  SEC reporting obligations..............           50,000              50,000
Working capital to cover miscellaneous
  expenses (including potential deposits,
  down payments or funding of a "no-shop"
  provision in connection with a
  particular business combination), D&O
  insurance and reserves.................          556,000             730,750
                                               -----------         -----------
   Total.................................      $ 1,236,000         $ 1,410,750
                                               ===========         ===========
</TABLE>

---------------
(1) A portion of the offering expenses have been paid from the loan we received
    from Messrs. Wasserman and Blaha described below. These funds will be
    repaid out of the proceeds of this offering not being placed in trust upon
    consummation of this offering.

   $57,210,000, or $66,059,250 if the underwriters' over-allotment option is
exercised in full, of the net proceeds will be placed in a trust account at JP
Morgan Chase NY Bank maintained by American Stock Transfer & Trust Company, as
trustee. The proceeds held in trust will be invested only in United States
"government securities," defined as any Treasury Bill issued by the United
States having a maturity of one hundred and eighty days or less or in money
market funds meeting certain conditions under Rule 2a-7 promulgated under the
Investment Company Act of 1940, so that we are not deemed to be an investment
company under the Investment Company Act. The proceeds held in the trust
account will not be released from the trust account until the earlier of the
completion of a business combination or our liquidation. The proceeds held in
the trust account may be used as consideration to pay the sellers of a target
business with which we ultimately complete a business combination. Any amounts
not paid as consideration to the sellers of the target business may be used to
finance operations of the target business or to effect other acquisitions, as
determined by our board of directors at that time.


                                       25

<PAGE>
   We have agreed to pay ASG Management, Inc., an affiliated third party of
which Mr. Wasserman and Mr. Blaha are principals, approximately $7,500 per
month for office space and certain additional general and administrative
services.

   Steven M. Wasserman, our chief executive officer, president and co-chairman
of the board of directors, or his affiliates or designees, has agreed to
purchase up to $1,000,000 of our warrants in the open market, at a price per
warrant not to exceed $1.20, within 60 days of such warrants being separately
tradeable from the units. These warrants will not be sold by Mr. Wasserman or
his designees until the consummation of a business combination. Maxim Group
LLC, the representative of the underwriters, has also agreed to purchase up to
$500,000 of our warrants in the open market on similar terms; however, Maxim
Group LLC may sell their warrants prior to the consummation of a business
combination.

   Prior to the closing of a business combination, we have agreed to obtain
keyman life insurance in the amount of $2,000,000 on the life of Steven M.
Wasserman for a three year period.

   We expect that due diligence of prospective target businesses will be
performed by some or all of our officers and directors, and may include
engaging market research and valuation firms, as well as other third party
consultants. None of our officers and directors will receive any compensation
for their due diligence efforts, other than reimbursement of any out-of-pocket
expenses they may incur on our behalf while performing due diligence of a
prospective target business.

   We intend to use the excess working capital (approximately $556,000, or
approximately $730,750 if the underwriters exercise the over-allotment option
in full) being held in reserve, in the event due diligence, legal, accounting
and other expenses of structuring and negotiating business combinations exceed
our estimates, as well as for reimbursement of any out-of-pocket expenses
incurred by our initial stockholders in connection with activities on our
behalf as described below. Of that amount, we have reserved approximately
$250,000 for expenses incurred in connection with conducting due diligence
reviews of prospective target businesses. We expect that due diligence of
prospective target businesses will be performed by some or all of our officers
and directors, and may include engaging market research and valuation firms,
as well as other third party consultants. None of our officers or directors
will receive any compensation for their due diligence efforts, other than
reimbursement of any out-of-pocket expenses they may incur on our behalf while
performing due diligence of prospective target businesses. We believe that the
excess working capital will be sufficient to cover the foregoing expenses and
reimbursement costs.

   It is also possible that we could use a portion of such excess working
capital to make a deposit, down payment or fund a "no-shop" provision with
respect to a particular proposed business combination, although we do not have
any current intention to do so. In the event that we were ultimately required
to forfeit such funds (whether as a result of our breach of the agreement
relating to such payment or otherwise), we may not have a sufficient amount of
working capital available outside of the trust account to conduct due
diligence and pay other expenses related to finding another suitable business
combination without securing additional financing. Thus, 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.

   To the extent that our capital stock is used in whole or in part as
consideration to effect a business combination, the proceeds held in the trust
account as well as any other net proceeds not expended will be used to finance
the operations of the target business.

   As of the date of this prospectus, Mr. Wasserman and Mr. Blaha have loaned
us an aggregate of $187,800 which was used to pay a portion of the expenses of
this offering, such as SEC registration fees, NASD registration fees and legal
and accounting fees and expenses. This loan will be payable without interest
on the earlier of May 18, 2006 or the consummation of this offering. The loan
will be repaid out of the net proceeds of this offering not being placed in
trust.

   The net proceeds of this offering not held in the trust account and not
immediately required for the purposes set forth above will be invested only in
United States "government securities," defined as any Treasury Bills issued by
the United States having a maturity of 180 days or less, or in money market
funds meeting certain conditions under Rule 2a-7 promulgated under the
Investment Company Act of 1940 so that we are not deemed to be an investment
company under the Investment Company Act. The interest income

                                       26

<PAGE>
derived from investment of these net proceeds during this period will be used
to defray our general and administrative expenses, as well as costs relating
to compliance with securities laws and regulations, including associated
professional fees, until a business combination is completed. We believe that,
upon consummation of this offering, we will have sufficient available funds to
operate for at least the next 24 months, assuming that a business combination
is not consummated during that time.

   We may not use all of the proceeds held in trust in connection with a
business combination, either because the consideration for the business
combination is less than the proceeds in trust or because we have financed a
portion of the consideration with our capital stock or debt securities. 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
businesses, which may include subsequent acquisitions.

   Other than the $7,500 per month general and administrative service fees
described above, no compensation of any kind (including finder's and
consulting fees) will be paid to any of our initial stockholders, or any of
their affiliates, for services rendered to us prior to or in connection with
the consummation of the business combination. However, our initial
stockholders will receive reimbursement for any out-of-pocket expenses
incurred by them in connection with activities on our behalf, such as
identifying potential target businesses and performing due diligence on
suitable business combinations. After the consummation of a business
combination, if any, to the extent our management remains as officers of the
resulting business, we anticipate that they may enter into employment
agreements, the terms of which shall be negotiated and which we expect to be
comparable to employment agreements with other similarly-situated companies in
the homeland security and/or defense industries. Further, after the
consummation of a business combination, if any, to the extent our directors
remain as directors of the resulting business, we anticipate that they will
receive compensation comparable to directors at other similarly-situated
companies in the homeland security and/or defense industries.

   A public stockholder will be entitled to receive funds from the trust
account (including interest earned on his, her or its portion of the trust
account) only in the event of our liquidation upon our failure to complete a
business combination, or if that public stockholder were to seek to convert
such shares into cash in connection with a business combination which the
public stockholder previously voted against and which we actually consummate.
In no other circumstances will a public stockholder have any right or interest
of any kind to or in the trust account.


                                       27

<PAGE>
                                    DILUTION


   The difference between the public offering price per share of common stock,
assuming no value is attributed to the warrants included in the units, and the
pro forma net tangible book value per share of our common stock after this
offering constitutes the dilution to investors in this offering. Net tangible
book value per share is determined by dividing our net tangible book value,
which is our total tangible assets less total liabilities (including the value
of common stock which may be converted into cash if voted against the business
combination), by the number of outstanding shares of our common stock.

   At July 18, 2005, our net tangible book value was a deficiency of $12,977,
or approximately $(0.016) per share of common stock. After giving effect to
the sale of 8,000,000 shares of common stock included in the units (but
excluding shares issuable upon exercise of the warrants included in the
units), and the deduction of underwriting discounts and estimated expenses of
this offering, our pro forma net tangible book value (as decreased by the
value of 1,599,200 shares of common stock which may be converted into cash) at
July 18, 2005 would have been $47,031,243 or $5.60 per share, representing an
immediate increase in net tangible book value of $5.62 per share to the
initial stockholders and an immediate dilution of $2.40 per share or 30% to
new investors not exercising their conversion rights.

   The following table illustrates the dilution to the new investors on a per-
share basis, assuming no value is attributed to the warrants included in the
units:
<TABLE>
<CAPTION>
    <S>                                                                        <C>
    Public offering price ..................................................   $8.00
    Net tangible book value before this offering ...........................    (.02)
    Increase attributable to new investors .................................    5.62
    Pro forma net tangible book value after this offering ..................    5.60
    Dilution to new investors ..............................................    2.40
</TABLE>


   Our pro forma net tangible book value after this offering has been reduced
by approximately $11,434,280 because if we effect a business combination, the
conversion rights to the public stockholders may result in the conversion into
cash of up to approximately 19.99% of the aggregate number of the shares sold
in this offering at a per-share conversion price equal to the amount in the
trust account calculated as of two business days prior to the consummation of
the proposed business combination, inclusive of any interest, divided by the
number of shares sold in this offering.

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

<TABLE>
<CAPTION>

                                                                   SHARES PURCHASED          TOTAL CONSIDERATION
                                                               -----------------------     ------------------------
                                                                                                                      AVERAGE PRICE
                                                                 NUMBER     PERCENTAGE       AMOUNT      PERCENTAGE     PER SHARE
                                                               ----------   ----------    -----------    ----------   -------------
<S>                                                            <C>          <C>           <C>            <C>          <C>
Initial stockholders.......................................    2,000,000        20.0%     $    25,000       0.001%       $0.0125
New investors(1)...........................................    8,000,000        80.0%     $64,000,000      99.999%       $  8.00
                                                               ----------   ----------    -----------    ----------
                                                               10,000,000      100.0%     $64,025,000     100.000%
                                                               ==========   ==========    ===========    ==========
</TABLE>

---------------
(1) Assumes (i) the sale of 8,000,000 units in this offering, but not the
    exercise of 8,000,000 warrants to purchase shares of our common stock sold
    as part of such units and (ii) no exercise of the underwriters' over-
    allotment option.


                                       28

<PAGE>
                                 CAPITALIZATION


   The following table sets forth our capitalization at July 18, 2005 and as
adjusted to give effect to the sale of our units and the application of the
estimated net proceeds derived from the sale of our units:

<TABLE>
<CAPTION>

                                                              JULY 18, 2005
                                                          ----------------------
                                                                          AS
                                                           ACTUAL      ADJUSTED
                                                          --------   -----------
<S>                                                       <C>        <C>
Notes Payable to Stockholders ........................    $187,802   $        --
                                                          --------
Total Debt ...........................................     187,802            --
                                                          --------
Common stock, $.0001 par value, -0- and 1,599,200
  shares which are subject to possible conversion,
  shares at conversion value (1)......................          --    11,434,280
Stockholders' equity:
 Preferred stock, $.0001 par value, 1,000,000 shares
   authorized; none issued or outstanding.............          --            --
 Common stock, $.0001 par value, 100,000,000 shares
   authorized; 2,000,000 shares issued and
   outstanding; 8,400,800 shares issued and
   outstanding (excluding 1,599,200 shares subject to
   possible conversion), as adjusted..................         200           840
 Additional paid-in capital ..........................      24,800    47,035,880
 Deficit accumulated during the development stage ....      (5,477)       (5,477)
                                                          --------   -----------
 Total stockholders' equity ..........................      19,523    47,031,243
                                                          --------   -----------
 Total capitalization ................................    $207,325   $58,465,523
                                                          ========   ===========
</TABLE>

---------------
(1) If we consummate a business combination, the conversion rights afforded to
    our public stockholders may result in the conversion into cash
    (approximately $11,434,280) of up to approximately 19.99% of the aggregate
    number of shares (approximately 1,599,200 shares) sold in this offering at
    a per-share conversion price equal to the amount in the trust account
    ($7.15 per share), inclusive of any interest thereon, as of two business
    days prior to the proposed consummation of a business combination divided
    by the number of shares sold in this offering.


                                       29

<PAGE>
                    MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                 FINANCIAL CONDITION AND RESULTS OF OPERATIONS


   We were formed on April 20, 2005, to serve as a vehicle to acquire one or
more domestic or international assets or an operating business in the homeland
security or defense industries or a combination thereof, through a merger,
capital stock exchange, asset acquisition or other similar business
combination. We do not have any specific business combination under
consideration, and neither we, nor any representative acting on our behalf,
has had any contacts with any target businesses regarding a business
combination. We intend to utilize cash derived from the proceeds of this
offering, our capital stock, debt or a combination thereof, in effecting a
business combination. The issuance of additional shares of our capital stock:

   o may significantly reduce the equity interest of our stockholders;

   o will likely cause a change in control if a substantial number of our
     shares of common stock are issued, which may affect, among other things,
     our ability to use our net operating loss carry forwards, if any, and may
     also result in the resignation or removal of one or more of our present
     officers and directors; and

   o may adversely affect prevailing market prices for our common stock.

   Similarly, if we issued debt securities, it could result in:

   o default and foreclosure on our assets if our operating revenues after a
     business combination were insufficient to pay our debt obligations;

   o acceleration of our obligations to repay the indebtedness even if we have
     made all principal and interest payments when due if the debt security
     contained covenants that require the satisfaction or maintenance of
     certain financial ratios or reserves and any such covenants were breached
     without a waiver or renegotiation of that covenant;

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

   o our inability to obtain additional financing, if necessary, if the debt
     security contained covenants restricting our ability to obtain additional
     financing while such security was outstanding.

   We have neither engaged in any operations nor generated any revenues to
date. Our entire activity since inception has been to prepare for our proposed
fundraising through an offering of our equity securities.

   We estimate that the net proceeds from the sale of the units, after
deducting offering expenses of approximately $5,554,000 (or $6,130,000 if the
underwriters' over-allotment option is exercised in full), including
$1,280,000 evidencing the underwriters' non-accountable expense allowance of
2% of the gross proceeds, and underwriting discounts of approximately
$3,840,000 (or $4,416,000 if the underwriters' over-allotment option is
exercised in full), will be approximately $58,446,000 (or $67,470,000 if the
underwriters' over-allotment option is exercised in full). Of this amount,
$57,210,000, or $66,059,250 if the underwriters' over-allotment option is
exercised in full, will be held in trust and the remaining $1,236,000 (or
$1,410,750 if the underwriters' over-allotment option is exercised in full)
will not be held in trust. We will use substantially all of the net proceeds
of this offering to acquire a target business, including identifying and
evaluating prospective acquisition candidates, selecting the target business,
and structuring, negotiating and consummating the business combination. To the
extent that our capital stock is used in whole or in part as consideration to
effect a business combination, the proceeds held in the trust account as well
as any other net proceeds not expended will be used to finance the operations
of the target business.

   We believe that, upon consummation of this offering, the funds available to
us outside of the trust account will be sufficient to allow us to operate for
at least the next 24 months, assuming that a business combination is not
consummated during that time. Over this time period, we anticipate making the
following approximate expenditures: $200,000 of expenses for legal, accounting
and other expenses attendant to the due diligence investigations, structuring
and negotiating of a business combination, $250,000 of expenses for the due
diligence and investigation of a target business, $180,000 for administrative
services and support payable

                                       30

<PAGE>
to an affiliated third party (up to $7,500 per month for 24 months), $50,000
of expenses in legal and accounting fees relating to our SEC reporting
obligations and $556,000 ($730,750 if the underwriters' over-allotment option
is exercised in full) for general working capital that will be used for
miscellaneous expenses and reserves, including potential deposits, down
payments or funding of a "no-shop" provision in connection with a particular
business combination and D&O insurance.

   We do not believe we will need to raise additional funds following this
offering in order to meet the expenditures required for operating our
business. However, we may need to raise additional funds through a private
offering of debt or equity securities if such funds are required to consummate
a business combination that is presented to us.

   As of the date of this prospectus, Mr. Wasserman and Mr. Blaha have loaned
us an aggregate of $187,800, which was used to pay a portion of the expenses
of this offering, such as SEC registration fees, NASD registration fees and
legal and accounting fees and expenses. This loan will be payable without
interest on the earlier of May 18, 2006 or the consummation of this offering.
The loan will be repaid out of the net proceeds of this offering not being
placed in trust.


                                       31

<PAGE>
                               PROPOSED BUSINESS


   We are a recently organized Delaware blank check company formed for the
purpose of acquiring, through a merger, capital stock exchange, asset
acquisition or other similar business combination, one or more domestic or
international operating businesses in the homeland security or defense
industries or a combination thereof. We do not have any specific merger,
capital stock exchange, asset acquisition or other business combination under
consideration and we have not, nor has anyone on our behalf, contacted any
potential target business or had any discussions, formal or otherwise, with
respect to such a transaction. To date our efforts have been limited to
organizational activities as well as activities related to this offering.

INTRODUCTION

   Beginning with the terrorist attacks on September 11, 2001 and continuing
with our country's war on global terrorism, homeland security has become of
paramount importance in the United States and around the world. Unfortunately,
the events of September 11, 2001 exposed the fact that one of the greatest
strengths of our society - its openness and interconnectedness - can also be
one of its greatest vulnerabilities. Such events have driven the need for
improved protection of our coastline, airlines, railroads, ports, and
manufacturing facilities. We believe that our country's homeland security
depends upon developing and maximizing the use of new technologies, adopting
industry-wide standards and shortening the cycle between innovation and
security applications. According to the Civitas Group, a strategic advisory
and investment services firm serving the homeland security market, the United
States homeland security market is projected to be approximately $23.4 billion
and the global homeland security market is projected to be approximately $42.4
billion in 2005. In addition, by 2015 the global homeland security market is
projected to exceed $170 billion, according to Homeland Security Research
Corp., a homeland security market research firm.

   As a result of September 11, 2001 and the war on global terrorism, many
defense industry-based companies expanded their businesses into the homeland
security industry in order to take advantage of their existing government
sales channels and expand the market for their products and services.
Accordingly, we may purchase one or more operating businesses engaged in the
homeland security industry or the defense industry or a combination thereof,
in order to similarly capitalize on their existing government contracts and
relationships.

   Defense spending is projected to exceed $420 billion in government fiscal
year 2005, a 5.5% increase over government fiscal year 2004. The President's
proposed budget for government fiscal year 2006 includes defense spending of
$441 billion, a 4.8% increase over government fiscal year 2005 projections. If
adopted, this would be the largest defense budget in history in actual
dollars. The 2006 Department of Defense spending plan submitted to Congress
includes a 25.5% increase over the next six years.

   Our management, board of directors and special advisor have established an
extensive network of relationships from which to identify and generate
acquisition opportunities within the homeland security and defense industries.
Certain of our directors have extensive experience in the defense sector and
more recently in homeland security, including serving at the highest levels of
the United States Armed Forces and the Department of Homeland Security. In
addition, we believe the experience of our officers and directors in
investment banking and private equity investments will be beneficial in
structuring and consummating a business combination.

HOMELAND SECURITY AND DEFENSE INDUSTRY SEGMENTS

   We are focused on a business combination in the homeland security or defense
industries, or a combination thereof, which includes, among others, the
following sectors:

   o nuclear and radiological prevention;

   o ground transport security;

   o aviation security;

   o port and maritime security;


                                       32

<PAGE>
   o border security;

   o physical infrastructure protection;

   o cyber security;

   o emergency preparedness and response;

   o bioterrorism prevention;

   o counterterrorism and law enforcement;

   o domestic and foreign intelligence;

   o information technology solutions, systems engineering and operation,
     management and support services to the U.S. Department of Defense and
     other U.S. government agencies; and

   o support services related to defense for the various U.S. national
     laboratories.

   We anticipate that target business candidates will be brought to our
attention from various unaffiliated sources, including investment bankers,
attorneys, accountants, venture capital funds, private equity funds, leveraged
buyout funds, management buyout funds, brokers and other members of the
financial community, who may present solicited or unsolicited proposals. We
expect such sources to become aware that we are seeking a business combination
candidate by a variety of means, such as publicly available information
relating to this offering, public relations and marketing efforts and/or
direct contact by management to be commenced following the completion of this
offering. Our existing stockholders, officers, directors and special advisor
as well as their affiliates may also bring to our attention target business
candidates. While our officers and directors make no commitment as to the
amount of time they will spend trying to identify or investigate potential
target businesses, they believe that the various relationships they have
developed over their careers together with their direct inquiry of their
contacts will generate a number of potential target businesses that will
warrant further investigation. While we do not presently anticipate engaging
the services of professional firms that specialize in business acquisitions on
any formal basis, we may engage these firms in the future, in which event we
may pay a finder's fee or other compensation. The terms of any such
arrangements will be negotiated with such persons on an arm's length basis and
disclosed to our stockholders in the proxy materials we provide in connection
with any proposed business combination. In no event, however, will we pay any
of our existing officers, directors or stockholders or any entity with which
they are affiliated any finder's fee or other compensation for services
rendered to us prior to or in connection with the consummation of a business
combination. We will pay Maxim Group LLC a cash fee at the closing of our
business combination equal to 1% of the gross proceeds of this offering
(including any proceeds, if any, as a result of the exercise of the over-
allotment option). In addition, none of our officers, directors or existing
stockholders will receive any finder's fee, consulting fees or any similar
fees or other compensation from any other person or entity in connection with
our initial business combination other than any compensation or fees to be
received for any services provided following such business combination.

   While we may need to effect a business combination with more than one target
business, which may be in different homeland security and defense sectors, our
initial business acquisition must be with one or more operating businesses the
fair market value of which is, either individually or collectively, at least
equal to 80% of our net assets at the time of such acquisition. We do not have
any specific business combination under consideration, and we have not had any
preliminary contacts or discussions with any target businesses regarding a
business combination.

   Prior to completion of a business combination, we will seek to have all
vendors, prospective target businesses or other entities that we engage
execute agreements with us waiving any right, title, interest or claim of any
kind in or to any monies held in the trust account for the benefit of our
public stockholders. In the event that a vendor, prospective target business
or other entity were to refuse to execute such a waiver, we will execute an
agreement with that entity only if our management first determines that we
would be unable to obtain, on a reasonable basis, substantially similar
services or opportunities from another entity willing to execute such a
waiver.


                                       33

<PAGE>
MANAGEMENT AND BOARD EXPERTISE AND EXPERIENCE

   We believe that the experience and contacts of our officers and directors in
the defense and homeland security industries, as well as the investment
banking and private equity fields, will give us an advantage sourcing,
structuring and consummating a business combination.

   STEVEN M. WASSERMAN, CHIEF EXECUTIVE OFFICER, PRESIDENT AND CO-CHAIRMAN OF
THE BOARD OF DIRECTORS

   o Over twenty years of experience in financial advisory and investment
     fields as well as operating businesses;

   o Current managing partner of AMT Ventures LLC, an entity primarily engaged
     in public and private equity and debt investments on a principal basis;

   o Current managing partner of AMT Capital Partners LLC, an investment
     banking and advisory firm, a position he has held since June 1998; and

   o Previously managing director of the Cardinal Fund, a risk arbitrage
     entity, a position he has held for more than four years.

   GARY E. JOHNSON, CO-CHAIRMAN OF THE BOARD OF DIRECTORS

   o Current president of High Beta of New Mexico, a venture capital company
     specializing in investments in companies focused on alternative forms of
     energy;

   o Former Governor of New Mexico from January 1995 to December 2002, the
     first Governor in the history of New Mexico to serve two consecutive four
     year terms and the recipient of a ranking among the nation's seven top
     governors in each of the Cato Institute's fiscal report cards between
     1996 and 2002;

   o As Governor, Mr. Johnson signed into law tax credits to help Sandia
     National Laboratories offer assistance to small businesses, and he signed
     a joint-power agreement between the State of New Mexico and Los Alamos
     National Laboratories to help make the Internet more accessible to rural
     areas; and

   o Founder in April 1975 and former president of Big J Enterprises Inc., a
     full-service commercial and industrial construction company, one of New
     Mexico's leading construction companies at the time of its sale in 1999.

   ROBERT B. BLAHA, CHIEF MANAGEMENT OFFICER AND EXECUTIVE VICE PRESIDENT

   o Over twelve years experience in management consulting to Fortune 500
     companies;

   o Current president of Human Capital Associates, a management consulting
     company;

   o Current vice chairman and a member of the board of directors of Integrity
     Bank & Trust (Colorado Springs, Colorado);

   o Previously held senior management positions with Ford Motor Company
     (NYSE: F), Monsanto Company (NYSE: MON), Engelhard Corporation (NYSE: EC)
     and ASEA Brown Boveri (NYSE: ABB); and

   o Authored numerous articles and three books on issues relating to high
     performance work systems, leadership, and achieving organizational wide
     commitment to change and efficiency.

   CAROL A. DIBATTISTE, DIRECTOR

   o 34 years of experience in the defense industry including most recently
     homeland security;

   o Current chief credentialing, compliance and privacy officer with
     ChoicePoint Inc. (NYSE: CPS), a leading provider of identification and
     credential verification services;

   o Former deputy administrator from July 2004 to April 2005 and chief of
     staff from March 2003 to July 2004, of the Transportation Security
     Administration (TSA), Department of Homeland Security,

                                       34

<PAGE>
     responsible for overseeing all TSA functions and serving as liaison
     between the TSA and the Department of Homeland Security;

   o Former under secretary of the United States Air Force from August 1999 to
     January 2001, the second highest ranking position responsible for
     readiness recruiting, training and equipping more than 710,000
     individuals and a budget of over $70 billion; and

   o Former deputy United States attorney for the Southern District of Florida
     from January 1998 to August 1999, and director, Executive Office for
     United States Attorneys, Department of Justice from July 1994 to December
     1997.

   GENERAL RONALD FOGLEMAN, DIRECTOR

   o 34 years of distinguished service in the United States Air Force;

   o Former member of the Joint Chiefs of Staff, acting as military advisor to
     the Secretary of Defense, the National Security Council and the President
     of the United States;

   o Previously the 15th chief of staff of the U.S. Air Force as the senior
     uniformed officer responsible for the organizing, training and equipping
     of 750,000 active duty, guard, reserve and civilian forces serving in the
     United States and overseas; and

   o Former commander-in-chief of the U.S. Transportation Command (CINCTRANS).

   GENERAL ROBERT T. HERRES, DIRECTOR

   o Over 36 years of military experience and 14 years as a senior executive;

   o Former vice chairman of the Joint Chiefs of Staff from February 1987 to
     February 1990, the nation's second highest ranking military officer;

   o Former first commander of the United States Space Command from September
     1985 to January 1987; and

   o Former chief executive officer and chairman of the board of United
     Services Automobile Association (USAA), a member owned diversified
     insurance and financial service organization servicing current and former
     members of the U.S. military and their families.

   MICHAEL WEINSTEIN, SPECIAL ADVISOR

   o Over 20 years of experience in government procurement, business
     development, technology investments and law;

   o Current director of business development, department of energy programs
     for Perot Systems Corp. (NYSE: PER);

   o Former assistant general counsel in the Executive Office of the President
     of the United States, White House Office of Administration, during which
     time he assisted in the drafting of Federal acquisition protocols; and

   o Former attorney and advisor for telecommunications and information
     systems, Office of Management and Budget, Executive Office of the
     President of the United States in which position Mr. Weinstein developed
     policy on telecommunications and information systems infrastructure for
     the United States Air Force.

COMPETITIVE ADVANTAGES

   We believe that the experience and contacts of our directors, officers and
special advisor will give us an advantage in sourcing, structuring and
consummating a business combination. The future role of our key personnel
following a business combination, however, cannot presently be fully
ascertained. Specifically, the members of our current management are not
obligated to remain with us subsequent to a business combination, and we
cannot assure you that the resignation or retention of our current management
will be included as a term or condition in any agreement relating to a
business combination. In addition, despite the

                                       35

<PAGE>
competitive advantages we believe we enjoy, we remain subject to significant
competition with respect to identifying and executing a business combination.

   Established Deal Sourcing Network

   Through our management team, our directors and special advisor we believe we
have extensive contacts and sources from which to generate acquisition
opportunities within the homeland security and defense sectors. These contacts
and sources include government, private and public companies within the
homeland security and defense industries, private equity and venture capital
funds, investment bankers, attorneys and accountants.

EFFECTING A BUSINESS COMBINATION

   General

   We are not presently engaged in, and we will not engage in, any substantive
commercial business for an indefinite period of time following this offering.
We intend to utilize cash derived from the proceeds of this offering, our
capital stock, debt or a combination of these in effecting a business
combination. Although substantially all of the net proceeds of this offering
are intended to be generally applied toward effecting a business combination
as described in this prospectus, the proceeds are not otherwise being
designated for any more specific purposes. Accordingly, prospective investors
will invest in us without an opportunity to evaluate the specific merits or
risks of any one or more business combinations. A business combination may
involve the acquisition of, or merger with, a company which does not need
substantial additional capital but which desires to establish a public trading
market for its shares, while avoiding what it may deem to be adverse
consequences of undertaking a public offering itself. These include time
delays, significant expense, loss of voting control and compliance with
various Federal and state securities laws. In the alternative, we may seek to
consummate a business combination with a company that may be financially
unstable or in its early stages of development or growth. While we may seek to
effect business combinations with more than one target business, we will
probably have the ability, as a result of our limited resources, to effect
only a single business combination with the proceeds of this offering.

   We have not selected or approached any target business

   We do not have any specific merger, capital stock exchange, asset
acquisition or other business combination under consideration and we have not,
nor has anyone on our behalf, contacted any potential target business or had
any preliminary contact or discussions, formal or otherwise, with respect to
such a transaction. Additionally, we have not engaged or retained any agent or
other representative to identify or locate any suitable acquisition candidate.
Finally, there have been no diligence, discussions, negotiations and/or other
similar activities undertaken, directly or indirectly, by us, our affiliates
or representatives, or by any third party, with respect to a business
combination transaction with us.

   Subject to the limitations that a target business or businesses have a
collective fair market value of at least 80% of our net assets at the time of
the acquisition, as described below in more detail, we will have virtually
unrestricted flexibility in identifying and selecting a prospective
acquisition candidate. Accordingly, there is no basis for investors in this
offering to evaluate the possible merits or risks of the target business with
which we may ultimately complete a business combination. To the extent we
effect a business combination with a financially unstable company or an entity
in its early stage of development or growth, including entities without
established records of sales or earnings, we may be affected by numerous risks
inherent in the business and operations of financially unstable and early
stage or potential emerging growth companies. Although our management will
endeavor to evaluate the risks inherent in a particular target business, we
cannot assure you that we will properly ascertain or assess all significant
risk factors.

   Sources of target businesses

   We anticipate that target business candidates will be brought to our
attention from various unaffiliated sources, including investment bankers,
attorneys, accountants, venture capital funds, private equity funds, leveraged
buyout funds, management buyout funds and other members of the financial
community as well as sources and relationships in the homeland security and
defense industries and government, who may present

                                       36

<PAGE>
solicited or unsolicited proposals. We expect such sources to become aware
that we are seeking a business combination candidate by a variety of means,
such as publicly available information relating to this offering, public
relations and marketing efforts and/or direct contact by management to be
commenced following the completion of this offering. Our existing
stockholders, officers, directors and special advisor as well as their
affiliates may also bring to our attention target business candidates. While
our officers and directors make no commitment as to the amount of time they
will spend trying to identify or investigate potential target businesses, they
believe that the various relationships they have developed over their careers
together with their direct inquiry of their contacts will generate a number of
potential target businesses that will warrant further investigation. We
anticipate that the positions held and contacts maintained by our officers,
directors and special advisor within the investment community and the homeland
security and defense industries will generate potential acquisition
candidates. While we do not presently anticipate engaging the services of
professional firms that specialize in business acquisitions on any formal
basis, we may engage these firms in the future, in which event we may pay a
finder's fee or other compensation. While our officers and directors make no
commitment as to the amount of time they will spend trying to identify or
investigate potential target businesses, they believe that the various
relationships they have developed over their careers together with their
direct inquiry of their contacts will generate a number of potential target
businesses that will warrant further investigation. In no event, however, will
we pay any of our existing officers, directors, special advisor or
stockholders or any entity with which they are affiliated any finder's fee or
other compensation for services rendered to us prior to or in connection with
the consummation of a business combination. However, in the event any of our
existing officers, directors, special advisor or stockholders has a pre-
existing relationship with any company that we enter into a business
combination with, they may be entitled to receive compensation from the target
company pursuant to their pre-existing relationship. We will not enter into
any business combinations with any affiliates of our initial stockholders,
officers or directors without obtaining an opinion from an independent
investment banking firm that a business combination with any such company is
fair to our stockholders from a financial point of view.

   Selection of a target business and structuring of a business combination

   Subject to the requirement that our initial business combination must be
with a target business or businesses with a collective fair market value that
is at least 80% of our net assets at the time of such acquisition, our
management will have virtually unrestricted flexibility in identifying and
selecting a prospective target business. In evaluating a prospective target
business (including any such target that may have international operations or
assets), our management will consider, among other factors, the following:

   o financial condition and results of operation;

   o growth potential;

   o experience and skill of management and availability of additional
     personnel;

   o capital requirements;

   o competitive position;

   o barriers to entry into the target business's industries;

   o stage of development of the products, processes or services;

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

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

   o regulatory environment of the industry; and

   o costs associated with effecting the business combination.

   These criteria are not intended to be exhaustive. Any evaluation relating to
the merits of a particular business combination will be based, to the extent
relevant, on the above factors as well as other considerations deemed relevant
by our management in effecting a business combination consistent with our
business objective. In evaluating a prospective target business, we will
conduct an extensive due diligence

                                       37

<PAGE>
review which will encompass, among other things, meetings with incumbent
management, where applicable, and inspection of facilities, as well as review
of financial and other information which will be made available to us.

   We expect that our chief executive officer and president and our chief
management officer and executive vice president will allocate a significant
amount of their time, as necessary, for meetings with management and/or other
representatives of target business candidates, site visits, due diligence,
interviews with incumbent management, negotiations and any other activities
necessary to complete a business combination. We may also engage an
independent third party consultant or expert to assist us in the due diligence
process although we have not identified or engaged any such consultants or
experts as of the date of this prospectus.

   We will endeavor to structure a business combination so as to achieve the
most favorable tax treatment to us, the target business and its stockholders,
as well as our own stockholders. We cannot assure you, however, that the
Internal Revenue Service or appropriate state tax authority will agree with
our tax treatment of the business combination.

   The time and costs required to select and evaluate a target business and to
structure and complete the business combination cannot presently be
ascertained with any degree of certainty. Any costs incurred with respect to
the identification and evaluation of a prospective target business with which
a business combination is not ultimately completed will result in a loss to us
and reduce the amount of capital available to otherwise complete a business
combination. We will not pay any finders or consulting fees to our initial
stockholders, or any of their respective affiliates, for services rendered to
or in connection with a business combination. However, in the event any of our
existing officers, directors or stockholders has a pre-existing relationship
with any company that we enter into a business combination with, they may be
entitled to receive compensation from the target company pursuant to their
pre-existing relationship. We will not enter into any business combinations
with any affiliates of our initial stockholders, officers or directors without
obtaining an opinion from an independent investment banking firm that a
business combination with any such company is fair to our stockholders from a
financial point of view.

   Fair market value of target business

   The initial target business or businesses that we acquire must have a
collective fair market value equal to at least 80% of our net assets at the
time of such acquisition. There is no limitation on our ability to raise funds
privately or through loans that would allow us to acquire a target business or
businesses with a fair market value in an amount considerably greater than 80%
of our net assets at the time of acquisition. We have not had any preliminary
discussions, or made any agreements or arrangements, with respect to financing
arrangements with any third party. The fair market value of any such business
or businesses will be determined by our board of directors based upon
standards generally accepted by the financial community, such as actual and
potential sales, earnings and cash flow and book value. If our board is not
able to independently determine that the target business has a sufficient fair
market value, we will obtain an opinion from an unaffiliated, independent
investment banking firm which is a member of the National Association of
Securities Dealers, Inc. with respect to the satisfaction of such criteria.
However, we will not be required to obtain an opinion from an investment
banking firm as to the fair market value if our board of directors
independently determines that the target business has sufficient fair market
value. We expect that any such opinion will be included in our proxy
soliciting materials furnished to our stockholders in connection with a
business combination, and that such independent investment banking firm will
be a consenting expert.

   Probable lack of business diversification

   While we may seek to effect business combinations with more than one target
business, our initial business combination must be with a target business
which satisfies the minimum valuation standard at the time of such
acquisition, as discussed above. Consequently, it is probable that we will
have the ability to effect only a single business combination. Accordingly,
the prospects for our ability to execute any potential business plan may be
entirely dependent upon the future performance of a single business. Unlike
other entities which may have the resources to complete several business
combinations of entities operating in multiple industries or multiple areas of
a single industry, it is probable that we will not have the resources to

                                       38

<PAGE>
diversify our operations or benefit from the possible spreading of risks or
offsetting of losses. By consummating a business combination with only a
single entity, our lack of diversification may:

   o subject us to numerous economic, competitive and regulatory developments,
     any or all of which may have a substantial adverse impact upon the
     particular industry in which we may operate subsequent to a business
     combination, and

   o result in our dependency upon the development or market acceptance of a
     single or limited number of products, processes or services.

   Additionally, since it is possible that our business combination may entail
the simultaneous acquisitions of several assets or operating businesses at the
same time and may be with different sellers, we will need to convince such
sellers to agree that the purchase of their assets or closely related
businesses is contingent upon the simultaneous closings of the other
acquisitions.

   Limited ability to evaluate the target business's management

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

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

   Opportunity for stockholder approval of business combination

   Prior to the completion of a business combination, we will submit the
transaction to our stockholders for approval, even if the nature of the
acquisition is such as would not ordinarily require stockholder approval under
applicable state law. In connection with seeking stockholder approval of a
business combination, we will furnish our stockholders with proxy solicitation
materials prepared in accordance with the Securities Exchange Act of 1934,
which, among other matters, will include a description of the operations of
the target business and certain required financial information regarding the
business.

   In connection with the vote required for any business combination, all of
our initial stockholders, including all of our officers and directors, have
agreed to vote their respective shares of common stock owned by them
immediately prior to this offering in accordance with the majority of the
shares of common stock voted by the public stockholders. In addition, our
existing stockholders have agreed to vote any shares of common stock acquired
in or following this offering in favor of the business combination submitted
to our stockholders for approval. Accordingly, they will not be able to
exercise conversion rights with respect to a potential business combination.
We will proceed with the business combination only if a majority of the shares
of common stock voted by the public stockholders are voted in favor of the
business combination and public stockholders owning less than 20% of the
shares sold in this offering exercise their conversion rights. Voting against
the business combination alone will not result in conversion of a
stockholder's shares into a pro rata share of the trust account. Such
stockholder must have also exercised its conversion rights described below.

   Conversion rights

   At the time we seek stockholder approval of any business combination, we
will offer each public stockholder the right to have such stockholder's shares
of common stock converted to cash if the stockholder votes against the
business combination and the business combination is approved and completed.
The actual

                                       39

<PAGE>
per-share conversion price will be equal to the amount in the trust account,
inclusive of any interest (calculated as of two business days prior to the
consummation of the proposed business combination), divided by the number of
shares sold in this offering. Without taking into any account interest earned
on the trust account, the initial per-share conversion price would be $7.15 or
$0.85 less than the per-unit offering price of $8.00. However, to the extent
an initial stockholder acquires shares during or after this offering, the
average per-share cost of each of the shares held by that initial stockholder
will likely be less than the per-share conversion price, after taking into
account the $.0125 per share price paid by the initial stockholders for their
initial shares. Because the initial per share conversion price is $7.15 per
share (plus any interest), which is lower than the $8.00 per unit price paid
in the offering and, which may be lower then the market price of the common
stock on the date of the conversion, there may be a disincentive on the part
of public stockholders to exercise their conversion rights. An eligible
stockholder may request conversion at any time after the mailing to our
stockholders of the proxy statement and prior to the vote taken with respect
to a proposed business combination at a meeting held for that purpose, but the
request will not be granted unless the stockholder votes against the business
combination and the business combination is approved and completed. Any
request for conversion, once made, may be withdrawn at any time up to the date
of the meeting. It is anticipated that the funds to be distributed to
stockholders entitled to convert their shares who elect conversion will be
distributed promptly after completion of a business combination. Public
stockholders who convert their stock into their share of the trust account
still have the right to exercise the warrants that they received as part of
the units. We will not complete any business combination if public
stockholders, owning 20% or more of the shares sold in this offering, exercise
their conversion rights.

   Liquidation if no business combination

   If we do not complete a business combination within 18 months after the
consummation of this offering, or within 24 months if the extension criteria
described below have been satisfied, we will be dissolved and will distribute
to all of our public stockholders, in proportion to their respective equity
interests, an aggregate sum equal to the amount in the trust account,
inclusive of any interest, plus any remaining net assets. Our initial
stockholders have waived their rights to participate in any liquidation
distribution with respect to shares of common stock owned by them immediately
prior to this offering. There will be no distribution from the trust account
with respect to our warrants, which will expire worthless.

   If we were to expend all of the net proceeds of this offering, other than
the proceeds deposited in the trust account, and without taking into account
interest, if any, earned on the trust account, the initial per-share
liquidation price would be $7.15 or $0.85 less than the per-unit offering
price of $8.00. The proceeds deposited in the trust account could, however,
become subject to the claims of our creditors which could be prior to the
claims of our public stockholders. We cannot assure you that the actual per-
share liquidation price will not be less than $7.15, plus interest, due to
claims of creditors. Although we will seek to have all vendors, prospective
target businesses or other entities we engage execute agreements with us
waiving any right, title, interest or claim of any kind in or to any monies
held in the trust account for the benefit of our public stockholders, there is
no guarantee that they will execute such agreements or even if they execute
such agreements that they would be prevented from bringing claims against the
trust account. If any third party refused to execute an agreement waiving such
claims to the monies held in the trust account, we would perform an analysis
of the alternatives available to us if we chose not to engage such third party
and evaluate if such engagement would be in the best interest of our
stockholders if such third party refused to waive such claims. Examples of
possible instances where we may engage a third party that refused to execute a
waiver include the engagement of a third party consultant whose particular
expertise or skills are believed by management to be significantly superior to
those of other consultants that would agree to execute a waiver or in cases
where management is unable to find a provider of required services willing to
provide the waiver. In any event, our management would perform an analysis of
the alternatives available to it and would only enter into an agreement with a
third party that did not execute a waiver if management believed that such
third party's engagement would be significantly more beneficial to us than any
alternative. In addition, there is no guarantee that such entities will agree
to waive any claims they may have in the future as a result of, or arising out
of, any negotiations, contracts or agreements with us and will not seek
recourse against the trust account for any reason. Our chief executive officer
and president and chief management officer and executive vice president have
agreed pursuant to agreements with us and the representative of the
underwriters that, if

                                       40

<PAGE>
we distribute the proceeds held in trust to our public stockholders, they will
be personally liable under certain circumstances (for example, if a vendor
does not waive any rights or claims to the trust account) to pay debts and
obligations to vendors or other entities that are owed money by us for
services rendered or products sold to us in excess of the net proceeds of this
offering not held in the trust account, to the extent necessary to ensure that
such claims do not reduce the amount in the trust account. We cannot assure
you, however, that they would be able to satisfy those obligations.

   If we enter into either a letter of intent, an agreement in principle or a
definitive agreement to complete a business combination prior to the
expiration of 18 months after the consummation of this offering, but are
unable to complete the business combination within the 18 month period, then
we will have an additional six months in which to complete the business
combination contemplated by the letter of intent, agreement in principle or
definitive agreement. If we are unable to do so by the expiration of the 24
month period from the consummation of this offering, we will then liquidate.
Upon notice from us, the trustee of the trust account will commence
liquidating the investments constituting the trust account and will turn over
the proceeds to our transfer agent for distribution to our public
stockholders. We anticipate that our instruction to the trustee would be given
promptly after the expiration of the applicable 18 month or 24 month period.

   Our public stockholders shall be entitled to receive funds from the trust
account only in the event of our liquidation or if the stockholders seek to
convert their respective shares into cash upon a business combination which
the stockholder voted against and which is actually completed by us. In no
other circumstances shall a stockholder have any right or interest of any kind
to or in the trust account. Voting against the business combination alone will
not result in conversion of a stockholder's shares into a pro rata share of
the trust account. Such stockholder must have also exercised its conversion
rights described above.

COMPETITION FOR TARGET BUSINESSES

   In identifying, evaluating and selecting a target business, we may encounter
intense competition from other entities having a business objective similar to
ours. Many of these entities are well established and have extensive
experience identifying and effecting business combinations directly or through
affiliates. Many of these competitors possess greater technical, human and
other resources than us and our financial resources will be relatively limited
when contrasted with those of many of these competitors. While we believe
there are numerous potential target businesses that we could acquire with the
net proceeds of this offering, our ability to compete in acquiring certain
sizable target businesses will be limited by our available financial
resources. This inherent competitive limitation gives others an advantage in
pursuing the acquisition of a target business. Further:

   o our obligation to seek stockholder approval of a business combination or
     obtain the necessary financial information to be included in the proxy
     statement to be sent to stockholders in connection with such business
     combination may delay or prevent the completion of a transaction;

   o our obligation to convert into cash shares of common stock held by our
     public stockholders in certain instances may reduce the resources
     available to us for a business combination;

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

   o the requirement to acquire assets or an operating business that has a
     fair market value equal to at least 80% of our net assets at the time of
     the acquisition could require us to acquire several assets or closely
     related operating businesses at the same time, all of which sales would
     be contingent on the closings of the other sales, which could make it
     more difficult to consummate the business combination.

   Additionally, we face competition from other blank-check companies which
have formed recently, a number of which may consummate a business combination
in any industry they choose. We may therefore be subject to competition from
these companies, which are seeking to consummate a business plan similar to
ours and which will, as a result, increase demand for privately-held companies
to combine with companies structured similarly to ours. Further, the fact that
only one of approximately 24 such companies since August 2003 has completed a
business combination and three of such companies have entered into a
definitive

                                       41

<PAGE>
agreement for a business combination may be an indication that there are only
a limited number of attractive target businesses available to such entities or
that many privately-held target businesses may not be inclined to enter into
business combinations with publicly held blank check companies like us.

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

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

FACILITIES

   We maintain our executive offices at 328 West 77th Street, New York, New
York, 10024. We have agreed to pay ASG Management, Inc., an affiliated third
party of which Mr. Wasserman and Mr. Blaha are principals, approximately
$7,500 per month for office space (located at our executive offices) and
certain additional general and administrative services.

   We consider our current office space adequate for our current operations.

EMPLOYEES

   We have two officers, both of whom are also members of our board of
directors. These individuals are not obligated to contribute any specific
number of hours per week and intend to devote only as much time as they deem
necessary to our affairs. The amount of time they will devote in any time
period will vary based on the availability of suitable target businesses to
investigate, although we expect such individuals to devote an average of
approximately ten hours per week to our business. We do not intend to have any
full time employees prior to the consummation of a business combination.

PERIODIC REPORTING AND FINANCIAL INFORMATION

   We will register our units, common stock and warrants under the Securities
Exchange Act of 1934, as amended, and have reporting obligations, including
the requirement that we file annual and quarterly reports with the SEC. In
accordance with the requirements of the Securities Exchange Act of 1934, our
annual reports will contain financial statements audited and reported on by
our independent accountants.

   We will not acquire an operating business in the homeland security or
defense industries if audited financial statements based on United States
generally accepted accounting principles cannot be obtained for such target
business. Alternatively, we will not acquire assets if the financial
information called for by applicable law cannot be obtained for such assets.
Additionally, our management will provide stockholders with the foregoing
financial information as part of the proxy solicitation materials sent to
stockholders to assist them in assessing each specific target business or
assets we seek to acquire. Our management believes that the requirement of
having available financial information for the target business or assets may
limit the pool of potential target businesses or assets available for
acquisition.

LEGAL PROCEEDINGS

   To the knowledge of our management, there is no litigation currently pending
or contemplated against us or any of our officers or directors in their
capacity as such.

COMPARISON TO OFFERINGS OF BLANK CHECK COMPANIES

   The following table compares and contrasts the terms of our offering and the
terms of an offering of blank check companies under Rule 419 promulgated by
the SEC assuming that the gross proceeds, underwriting discounts and
underwriting expenses for the Rule 419 offering are the same as this offering
and that the underwriters will not exercise their over-allotment option. None
of the terms of a Rule 419 offering will apply to this offering.


                                       42

<PAGE>

<TABLE>
<CAPTION>
<S>                         <C>                                                  <C>
                                          TERMS OF OUR OFFERING                            TERMS UNDER A RULE 419 OFFERING
                             -------------------------------------------------    -------------------------------------------------
ESCROW OF OFFERING          $57,210,000 of the net offering proceeds will be     $52,992,000 would be required to be deposited
  PROCEEDS                  deposited into a trust account at JP Morgan Chase    into either an escrow account with an insured
                            NY Bank maintained by American Stock Transfer        depositary institution or in a separate bank
                            & Trust Company.                                     account established by a broker-dealer in which
                                                                                 the broker-dealer acts as trustee for persons
                                                                                 having the beneficial interests in the account.

INVESTMENT OF NET           The $57,210,000 of net offering proceeds held in     Proceeds could be invested only in specified
  PROCEEDS                  trust will be invested only in U.S. "government      securities such as a money market fund meeting
                            securities," defined as Treasury Bills issued by     conditions of the Investment Company Act of 1940
                            the United States having a maturity of 180 days      or in securities that are direct obligations of,
                            or less or in money market funds meeting certain     or obligations guaranteed as to principal or
                            conditions under Rule 2a-7 under the Investment      interest by the United States.
                            Company Act of 1940.

LIMITATION ON FAIR VALUE    The initial target business that we acquire must     We would be restricted from acquiring a target
  OR NET ASSETS             have a fair market value equal to at least 80% of    business unless the fair value of such business
  OF TARGET BUSINESS        our net assets at the time of such acquisition.      or net assets to be acquired represent at least
                                                                                 80% of the maximum offering proceeds.

TRADING OF SECURITIES       The units shall commence trading on or promptly      No trading of the units or the underlying common
  ISSUED                    after the date of this prospectus. The common        stock and warrants would be permitted until the
                            stock and warrants comprising the units may begin    completion of a business combination. During this
                            to trade separately on the 90th day after the        period, the securities would be held in the
                            date of this prospectus unless the representative    escrow or trust account.
                            of the underwriters informs us of its decision to
                            allow earlier separate trading, provided we have
                            filed with the SEC a Current Report on Form 8-K,
                            which includes an audited balance sheet
                            reflecting our receipt of the gross proceeds of
                            this offering, including any proceeds we receive
                            from the exercise of the over-allotment option,
                            if such option is exercised prior to the filing
                            of the Form 8-K. Thereafter the units will no
                            longer trade.
</TABLE>



                                       43

<PAGE>

<TABLE>
<CAPTION>
<S>                         <C>                                                  <C>
                                          TERMS OF OUR OFFERING                            TERMS UNDER A RULE 419 OFFERING
                             -------------------------------------------------    -------------------------------------------------
EXERCISE OF THE WARRANTS    The warrants cannot be exercised until the later     The warrants could be exercised prior to the
                            of the completion of a business combination or       completion of a business combination, but
                            one year from the date of this prospectus and,       securities received and cash paid in connection
                            accordingly, will only be exercised after the        with the exercise would be deposited in the
                            trust account has been terminated and                escrow or trust account.
                            distributed.

ELECTION TO REMAIN          We will give our stockholders the opportunity to     A prospectus containing information required by
  AN INVESTOR               vote on the business combination. In connection      the SEC would be sent to each investor. Each
                            with seeking stockholder approval, we will send      investor would be given the opportunity to notify
                            each stockholder a proxy statement containing        the company, in writing, within a period of no
                            information required by the SEC. A stockholder       less than 20 business days and no more than 45
                            following the procedures described in this           business days from the effective date of the
                            prospectus is given the right to convert his or      post-effective amendment, to decide whether he or
                            her shares into his or her pro rata share of the     she elects to remain a stockholder of the company
                            trust account. However, a stockholder who does       or require the return of his or her investment.
                            not follow these procedures or a stockholder who     If the company has not received the notification
                            does not take any action would not be entitled to    by the end of the 45th business day, funds and
                            the return of any funds.                             interest or dividends, if any, held in the trust
                                                                                 or escrow account would automatically be returned
                                                                                 to the stockholder. Unless a sufficient number of
                                                                                 investors elect to remain investors, all of the
                                                                                 deposited funds in the escrow account must be
                                                                                 returned to all investors and none of the
                                                                                 securities would be issued.

BUSINESS COMBINATION        A business combination must occur within 18          If an acquisition has not been consummated within
  DEADLINE                  months after the consummation of this offering or    18 months after the effective date of the initial
                            within 24 months after the consummation of this      registration statement, funds held in the trust
                            offering if a letter of intent, agreement in         or escrow account would be returned to investors.
                            principle or definitive agreement relating to a
                            prospective business combination was entered into
                            prior to the end of the 18 month period.

RELEASE OF FUNDS            The proceeds held in the trust account will not      The proceeds held in the escrow account would not
                            be released until the earlier of the completion      be released until the earlier of the completion
                            of a business combination or our liquidation upon    of a business combination or the failure to
                            our failure to effect a business combination         effect a business combination within the allotted
                            within the allotted time.                            time.
</TABLE>





                                       44

<PAGE>
                                   MANAGEMENT

DIRECTORS AND EXECUTIVE OFFICERS

   Our current directors and executive officers are as follows:

<TABLE>
<CAPTION>
NAME                        AGE   POSITION
----                        ---   --------
<S>                         <C>   <C>
Steven M. Wasserman          44   Chief Executive Officer, President, Secretary and Co-Chairman
                                  of the Board of Directors

Gary E. Johnson              52   Co-Chairman of the Board of Directors

Robert B. Blaha              50   Chief Management Officer, Executive Vice President and Director

Carol A. DiBattiste          53   Director

Ronald R. Fogleman           63   Director

Robert T. Herres             72   Director
</TABLE>

   STEVEN M. WASSERMAN has served as our chief executive officer and secretary
since April 2005 and as our president and co-chairman of the board of
directors since August 2005. From April 2005 to August 2005, Mr. Wasserman
also served as our chairman. Mr. Wasserman also currently serves as the
managing partner of AMT Ventures LLC, an entity primarily engaged in public
and private equity and debt investments on a principal basis, a position he
has held since April 2004. In addition, Mr. Wasserman is the managing partner
of AMT Capital Partners LLC, an investment banking and advisory firm, a
position he has held since June 1998. From June 1997 to July 2001, Mr.
Wasserman was the managing director of the Cardinal Fund, a risk arbitrage
fund.

   GOVERNOR GARY E. JOHNSON has served as co-chairman of the board of directors
since August 2005. In July 2005 he was elected a director. Since June 2004,
Governor Johnson has been the president of High Beta of New Mexico, a venture
capital company specializing in investments in companies focused on
alternative forms of energy. From October 1998 to the present Mr. Johnson has
also served as president of GEJ Enterprises, Inc., a construction consulting
company. From January 1995 to December 2002, Mr. Johnson served as Governor of
the State of New Mexico, having been the first governor in the history of New
Mexico to be elected for two consecutive four year terms and was the recipient
of a ranking among the nation's seven top governors in each of the Cato
Institute's fiscal report cards between 1996 and 2002. As Governor, Mr.
Johnson signed into law tax credits to help Sandia National Laboratories offer
assistance to small businesses, and he signed a joint-powers agreement between
the State of New Mexico and Los Alamos National Laboratories to help make the
Internet more accessible to rural areas. Prior to serving as Governor, from
April 1975 to October 1998 Mr. Johnson was the founder and president of Big J
Enterprises, Inc., a full-service commercial and industrial construction
company located in New Mexico with clients such as Sandia National
Laboratories, Honeywell International Inc. (NYSE: HON) and Intel Corp.
(Nasdaq: INTC). Mr. Johnson sold Big J Enterprises Inc. in 1999, and at the
time of its sale it was one of New Mexico's leading construction companies.

   ROBERT B. BLAHA has served as our chief management officer, executive vice
president and a director since July 2005. Mr. Blaha currently serves as the
president of Human Capital Associates, a management consulting company, a
position he has held since June 1993. Since February 2003, Mr. Blaha has also
served as the vice chairman and member of the board of directors of Integrity
Bank & Trust, a commercial bank based in Colorado Springs, Colorado. During
his career, Mr. Blaha has held senior management positions with Ford Motor
Company (NYSE: F), Monsanto Company (NYSE: MON), Engelhard Corporation (NYSE:
EC) and Asea Brown Boveri (NYSE: ABB). Mr. Blaha has authored numerous
articles and three books, entitled "Beyond Survival," "The Archer Chronicles"
and "The Lean Six Sigma Accelerator," on issues relating to high performance
work systems, leadership and achieving organizational wide commitment to
change and efficiency.

   CAROL A. DIBATTISTE has served as a director since July 2005. Ms. DiBattiste
is currently the chief credentialing, compliance and privacy officer with
ChoicePoint Inc. (NYSE: CPS), a leading provider of identification and
credential verification services, a position she has held since April 2005.
From July 2004 to

                                       45

<PAGE>
April 2005, Ms. DiBattiste served as deputy administrator, Transportation
Security Administration (TSA), Department of Homeland Security, and as the
TSA's chief of staff from March 2003 to July 2004, with responsibility for
overseeing all TSA functions and serving as liaison between TSA and the
Department of Homeland Security. From February 2001 to February 2003, Ms.
DiBattiste was a partner at the law firm of Holland & Knight, LLP.
Additionally, Ms. DiBattiste served as under secretary in the United States
Air Force from August 1999 to January 2001, the second highest position,
responsible for readiness, recruiting, training and equipping a force of
710,000 individuals and a budget of over $70 billion. From December 1997 to
August 1999, Ms. DiBattiste was the deputy United States attorney, Southern
District of Florida and from July 1994 to December 1997, she was the director
of the Executive Office for United States Attorneys, Department of Justice.
From August 1993 to July 1994, she was the principal deputy general counsel
for the Department of the Navy and from July 1991 to August 1993 she was an
assistant United States attorney for the Southern District of Florida. Ms.
DiBattiste enlisted in the United States Air Force in March 1971, received her
commission in September 1976 and retired in the rank of Major after twenty
years of service in 1991.

   GENERAL RONALD R. FOGLEMAN has served as a director since July 2005. General
Fogleman retired in 1997 after 34 years of distinguished service in the United
States Air Force. General Fogleman is currently the senior vice president of
Projects International, an international business advising company, a position
that he has held since May 2001. General Fogleman served as chairman and chief
executive officer of Durango Aerospace, Inc., an international aviation
consulting firm, from January 1998 until December 2004. In addition, from
January 1998 to the present, General Fogleman has served as a consultant to
various defense industry and related companies, including Northrop Grumman
Corporation (NYSE: NOC), East Inc., RSL Electronics USA Inc., FMC
Technologies, Inc. (NYSE: FTI), Bell Helicopter Textron Inc. (a subsidiary of
Textron Inc. (NYSE: TXT)), Twentieth Century Alliance and Ahura Corporation.
From October 1994 to September 1997, General Fogleman served as a member of
the Joint Chiefs of Staff, acting as military advisor to the Secretary of
Defense, the National Security Counsel and the President of the United States.
From October 1994 to September 1997, he also served as the 15th Chief of Staff
of the U.S. Air Force, as the senior uniformed officer responsible for
organizing, training and equipping of 750,000 active duty, guard, reserve and
civilian forces serving in the United States and overseas. From August 1992 to
October 1994, he served as commander-in-chief of the U.S. Transportation
Command (CINCTRANS). He currently serves on the board of directors of the
following public companies: AAR Corporation (NYSE: AIR), a supplier of
products and services to the aviation industry; Alliant Techsystems Inc.
(NYSE: ATK), a provider of conventional munitions, rocket motors and advanced
weapons and space systems; Mesa Air Group, Inc. (Nasdaq: MESA), a regional
airline; and World Airways, Inc., an air carrier providing customized
transportation services. On May 31, 2004, General Fogleman became the non-
executive Chairman of the Board of World Airways, Inc. (Nasdaq: WLDA).

   GENERAL ROBERT T. HERRES has served as a director since July 2005. General
Herres retired from the United States Air Force in February 1990 after 36
years of distinguished service. General Herres is currently an advisor and
consultant to a family trust and a director of Ellison Management Co., LLC,
which provides asset management support and services to the trust, a position
he has held since November 2000. From September 1993 until April 2000, General
Herres served as chief executive officer of United Services Automobile
Association (USAA), a member-owned diversified insurance and financial service
organization serving current and former members of the U.S. military and their
families. From September 1993 until October 2002, he served as USAA's
chairman. From March 2001 until September 2003, General Herres served as
chairman of Luby's, Inc. (NYSE: LUB), an owner and operator of restaurants.
From February 1987 until February 1990, General Herres was vice chairman of
the Joint Chiefs of Staff, acting as military advisor to the Secretary of
Defense, the National Security Council and the President of the United States.
During the prior ten years of his career in the Air Force, General Herres held
the following positions: commander-in-chief, North American Aerospace Defense
Command and U.S. space command and commander, U.S. Air Force Space Command,
commander of the Eighth Air Force and commander of the Air Force
Communications Command. He also served as the director for command, control
and communications of the Department of Defense Joint Staff. General Herres
has received numerous awards and commendations, including the Distinguished
Service Medal, Defense Distinguished Service Medal, the Legion of Merit and
the Bronze Star.


                                       46

<PAGE>
NUMBER AND TERM OF DIRECTORS

   Our board of directors is divided into two classes with only one class of
directors being elected in each year and each class serving a two-year term.
The term of office of the first class of directors, consisting of Mr.
Wasserman, General Fogleman and Governor Johnson, will expire at our first
annual meeting of stockholders. The term of office of the second class of
directors, consisting of Mr. Blaha, Ms. DiBattiste and General Herres, will
expire at the second annual meeting of stockholders.

   These individuals will play a key role in identifying and evaluating
prospective acquisition candidates, selecting the target business, and
structuring, negotiating and consummating its acquisition. Other than Ms.
DiBattiste and General Fogleman, none of these individuals has been a
principal of or affiliated with a public company or blank check company that
executed a business plan similar to our business plan and none of these
individuals is currently affiliated with such an entity. However, we believe
that the skills and expertise of these individuals, their collective access to
acquisition opportunities and ideas, their contacts, and their transaction
expertise should enable them to identify and effect an acquisition although we
cannot assure you that they will, in fact, be able to do so.

EXECUTIVE OFFICER AND DIRECTOR COMPENSATION

   No executive officer, director or initial stockholder, nor any affiliate
thereof, has received any cash compensation for services rendered. No
compensation of any kind, including finder's and consulting fees, will be paid
by us to any of our initial stockholders, including our officers and
directors, or any of their respective affiliates, for services rendered prior
to or in connection with a business combination. However, these individuals
will be reimbursed for any out-of-pocket expenses incurred in connection with
activities on our behalf such as identifying potential target businesses and
performing due diligence on suitable business combinations. Such individuals
may be paid consulting, management or other fees from target businesses as a
result of the business combination, with any and all amounts being fully
disclosed to stockholders, to the extent then known, in the proxy solicitation
materials furnished to the stockholders. There is no limit on the amount of
these out-of-pocket expenses and there will be no review of the reasonableness
of the expenses by anyone other than our board of directors which includes
persons who may seek reimbursement, or a court of competent jurisdiction if
such reimbursement is challenged, provided that no proceeds held in the trust
account will be used to reimburse out-of-pocket expenses prior to a business
combination. If all of our directors are not deemed "independent," we will not
have the benefit of independent directors examining the propriety of expenses
incurred on our behalf and subject to reimbursement, or monitoring our
compliance with the terms of this offering. In addition, since the role of our
current management and directors subsequent to a business combination is
uncertain, we have no ability to determine what remuneration, if any, will be
paid to our current management and directors prior to or after a business
combination by any target businesses.

   We have agreed to pay ASG Management, Inc., an entity of which Mr. Wasserman
and Mr. Blaha are principals, approximately $7,500 per month for office space
and certain additional general and administrative services.

SPECIAL ADVISER

   In addition to our board of directors, we also have access to special
advisors who have the background and experience to assist us in evaluating
target businesses and consummating a business combination. We have initially
identified Mr. Weinstein as our special advisor.

   MICHAEL WEINSTEIN has been our special advisor since July 2005. Mr.
Weinstein has over twenty years of experience in government procurement,
business development, technology investments and law. Since November 2004, Mr.
Weinstein has been the director of business development, department of energy
programs, for Perot Systems Corporation (NYSE: PER), a provider of technology-
based business solutions. From December 2003 until November 2004, Mr.
Weinstein was a partner with New York Technology Partners, LLC, a technology
transfer startup company. From December 2002 to December 2003, Mr. Weinstein
served as chief executive officer for Information Architects Corp. (OTCPK:
IACH), an internet-based pre-employment screening company. From October 2000
to December 2002, he was the managing

                                       47

<PAGE>
partner of Focos Investments, Inc., an "angel" investment firm. From June 2000
to August 2001, Mr. Weinstein acted as a partner in Link 1 LLC, a technology
transfer startup company. Previously, Mr. Weinstein served as Assistant
General Counsel in the Executive Office of the President of the United States
from May 1986 to May 1987. From April 1984 to May 1986, he served as attorney
advisor for telecommunications and information systems, Office of Management
and Budget, Executive Office of the President of the United States and first
chief of telecommunications and information systems procurement law for the
United States Air Force from October 1982 to April 1984.

COMMITTEE OF THE BOARD OF DIRECTORS

   Our Board of Directors will have an Audit Committee, which will report to
the Board of Directors. General Herres, General Fogleman and Governor Johnson
will serve as members of our Audit Committee. The Audit Committee will be
responsible for meeting with our independent accountants regarding, among
other issues, audits and adequacy of our accounting and control systems.

   In addition, the Audit Committee will monitor compliance on a quarterly
basis with the terms of this offering. If any noncompliance is identified,
then the Audit Committee will be charged with the responsibility to take
immediately all action necessary to rectify such noncompliance or otherwise
cause compliance with the terms of this offering. Upon its establishment, the
Audit Committee will be composed entirely of at least three independent
directors.

CODE OF ETHICS

   We will adopt a code of ethics applicable to our directors, officers and
employees in accordance with applicable federal securities laws.

CONFLICTS OF INTEREST

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

   o None of our officers or directors is required to commit their full time
     to our affairs and, accordingly, they may have conflicts of interest in
     allocating management time among various business activities;

   o In the course of their other business activities, our officers and
     directors may become aware of investment and business opportunities which
     may be appropriate for presentation to us as well as the other entities
     with which they are affiliated. They may have conflicts of interest in
     determining to which entity a particular business opportunity should be
     presented;

   o Certain of our officers and directors are affiliated with entities in the
     homeland security and defense industries. In addition, our officers and
     directors may in the future become affiliated with entities, including
     other blank check companies, engaged in business activities similar to
     those intended to be conducted by us; and

   o Since our directors own shares of our common stock which will be released
     from escrow only in certain limited situations, our board may have a
     conflict of interest in determining whether a particular target business
     is appropriate to effect a business combination. The personal and
     financial interests of our directors and officers may influence their
     motivation in identifying and selecting a target business and completing
     a business combination timely.

   In general, officers and directors of a corporation incorporated under the
laws of the State of Delaware are required to present business opportunities
to a corporation if:

   o the corporation could financially undertake the opportunity;

   o the opportunity is within the corporation's line of business; and

   o it would not be fair to the corporation and its stockholders for the
     opportunity not to be brought to the attention of the corporation.


                                       48

<PAGE>
   Accordingly, as a result of multiple business affiliations, our officers and
directors may have similar legal obligations relating to presenting business
opportunities meeting the above-listed criteria to multiple entities. In
addition, conflicts of interest may arise when our board evaluates a
particular business opportunity with respect to the above-listed criteria. We
cannot assure you that any of the above mentioned conflicts will be resolved
in our favor.

   In order to minimize potential conflicts of interest which may arise from
multiple corporate affiliations, each of our officers and directors has agreed
in principle, until the earlier of a business combination, our liquidation or
such time as he or she ceases to be an officer or director, to present to us
for our consideration, prior to presentation to any other entity, any business
opportunity which may reasonably be required to be presented to us under
Delaware law, subject to any pre-existing fiduciary obligations they might
have.

   Steven M. Wasserman, our chief executive officer, president and co-chairman
of the board of directors, is also the managing partner of AMT Capital
Partners LLC. Although AMT Capital Partners LLC provides investment banking
services to certain companies engaged in the homeland security and defense
industries, Mr. Wasserman has agreed that our initial business combination
will not be with any of such companies so long as they remain clients of AMT
Capital Partners LLC, in order to avoid potential conflicts of interest that
may arise from these clients.

   Each of our directors has, or may come to have, to a certain degree, other
fiduciary obligations. In addition, all of our officers and directors have
fiduciary obligations to those companies on whose board of directors they may
sit. To the extent that they identify business opportunities that may be
suitable for the entities to which they owe a fiduciary obligation, our
officers and directors will honor those fiduciary obligations. Accordingly,
they may not present opportunities to us that otherwise may be attractive to
us unless the entities to which they owe a fiduciary obligation and any
successors to such entities have declined to accept such opportunities.

   In connection with the vote required for any business combination, all of
our initial stockholders, including all of our officers and directors, have
agreed to vote their respective shares of common stock which were owned prior
to this offering in accordance with the vote of the public stockholders owning
a majority of the shares of our common stock sold in this offering. In
addition, our existing stockholders have agreed to vote any shares of common
stock acquired in or following this offering in favor of the business
combination submitted to our stockholders for approval. Accordingly, they will
not be able to exercise conversion rights with respect to a potential business
combination. In addition, they have agreed to waive their respective rights to
participate in any liquidation distribution occurring upon our failure to
consummate a business combination.


                                       49

<PAGE>
                             PRINCIPAL STOCKHOLDERS

   The following table sets forth information regarding the beneficial
ownership of our common stock as of the date of this prospectus, and as
adjusted to reflect the sale of our common stock included in the units offered
by this prospectus (assuming no purchase of units in this offering), by:

   o each person known by us to be the beneficial owner of more than 5% of our
     outstanding shares of common stock;

   o each of our officers and directors; and

   o all our officers and directors as a group.

   Unless otherwise indicated, we believe that all persons named in the table
have sole voting and investment power with respect to all shares of common
stock beneficially owned by them.

<TABLE>
<CAPTION>

                                                                                                      APPROXIMATE PERCENTAGE
                                                                           AMOUNT AND NATURE        OF OUTSTANDING COMMON STOCK
                                                                             OF BENEFICIAL      -----------------------------------
NAME AND ADDRESS OF BENEFICIAL OWNER(1)                                      OWNERSHIP        BEFORE OFFERING   AFTER OFFERING(2)
---------------------------------------                                    -----------------    ---------------   -----------------
<S>                                                                        <C>                  <C>               <C>
Steven M. Wasserman(3).................................................        1,100,000             55.00%             11.00%
Robert B. Blaha........................................................          525,000             26.25%              5.25%
Tukwila Group LLC(4)...................................................          125,000              6.25%              1.25%
Gary E. Johnson........................................................           62,500              3.13%              0.63%
Carol A. DiBattiste....................................................           62,500              3.13%              0.63%
Ronald R. Fogleman.....................................................           62,500              3.13%              0.63%
Robert T. Herres.......................................................           62,500              3.13%              0.63%
Michael Weinstein......................................................           62,500              3.13%              0.63%
Laura Haffner..........................................................           62,500              3.13%              0.63%
All directors and executive officers as a group (six individuals)......        1,875,000             93.75%             18.75%
</TABLE>

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

(1) Unless otherwise indicated, the business address of each beneficial owner of
    more than 5% of our outstanding common stock is 328 West 77th Street, New
    York, New York 10024.

(2) Assumes only the sale of 8,000,000 units in this offering, but not the
    exercise of the 8,000,000 warrants to purchase our common stock included in
    such units or the exercise of the underwriters' over-allotment option.

(3) The shares include 125,000 shares held by Tukwila Group LLC, an entity in
    which Mr. Wasserman is the sole manager, equity holder and has sole voting
    and dispositive power.

(4) Mr. Wasserman, the sole manager and equity holder of Tukwila Group LLC, has
    sole voting and dispositive power with respect to such shares.

   Steven M. Wasserman, our chief executive officer, president and co-chariman
of the board of directors, or his affiliates or designees, has agreed to
purchase up to $1,000,000 of our warrants on the open market, at a price per
warrant not to exceed $1.20, within 60 days of such warrants being separately
tradable. These warrants will not be sold until the consummation of a business
combination. None of our other initial stockholders, officers and directors
has indicated to us that they intend to purchase units in the offering or
warrants on the open market. Immediately after this offering, assuming no
exercise of the over-allotment option by the underwriters, our initial
stockholders, which include all of our officers and directors, collectively,
will beneficially own 20% of the then issued and outstanding shares of our
common stock. Because of this ownership block, these stockholders may be able
to effectively influence the outcome of all matters requiring approval by our
stockholders, including the election of directors and approval of significant
corporate transactions other than approval of a business combination.


                                       50

<PAGE>
   All of the shares of our common stock outstanding prior to the date of this
prospectus will be placed in escrow with American Stock Transfer & Trust
Company, as escrow agent, until the earliest of:

   o three years following the date of this prospectus;

   o upon the approval of our public stockholders; or

   o the consummation of a liquidation, merger, stock exchange or other
     similar transaction which results in all of our stockholders having the
     right to exchange their shares of common stock for cash, securities or
     other property subsequent to our consummating a business combination with
     a target business.

   During the escrow period, the holders of these shares will not be able to
sell or transfer their securities except to their spouses, siblings, parents,
grandchildren, children or trusts established for their benefit, but will
retain all other rights as our stockholders, including, without limitation,
the right to vote their shares of common stock and the right to receive cash
dividends, if declared. If dividends are declared and payable in shares of
common stock, such dividends will also be placed in escrow. If we are unable
to effect a business combination and liquidate, none of our initial
stockholders will receive any portion of the liquidation proceeds with respect
to common stock owned by them prior to the date of this prospectus.

   In addition, in connection with the vote required for our initial business
combination, all of our initial stockholders, including all of our officers
and directors, have agreed to vote the shares of common stock owned by them
immediately before this offering in accordance with the majority of the shares
of common stock voted by the public stockholders. In addition, our existing
stockholders have agreed to vote any shares of common stock acquired in or
following this offering in favor of the business combination submitted to our
stockholders for approval. Accordingly, they will not be able to exercise
conversion rights with respect to a potential business combination.

   Mr. Wasserman may be deemed to be our "parent" and is deemed our "promoter,"
as those terms are defined under the Federal securities laws.


                                       51

<PAGE>
                 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

PRIOR SHARE ISSUANCES

   In July 2005, we issued 2,000,000 shares of our common stock to the
individuals and entity set forth below for an aggregate amount of $25,000 in
cash, at an average purchase price of $0.0125 per share, as follows:

<TABLE>
<CAPTION>

NAME                                                            NUMBER OF SHARES               RELATIONSHIP TO US
----                                                            ----------------  --------------------------------------------------
<S>                                                             <C>               <C>
Steven M. Wasserman .........................................        975,000      Chief Executive Officer, President, Secretary and
                                                                                    Co-Chairman of the Board of Directors
Robert B. Blaha .............................................        525,500      Executive Vice President and Director

Tukwila Group LLC ...........................................        125,000      Affiliate of Steven M. Wasserman

Gary E. Johnson .............................................         62,500      Co-Chairman of the Board of Directors

Carol A. DiBattiste .........................................         62,500      Director

Ronald R. Fogleman ..........................................         62,500      Director

Robert T. Herres ............................................         62,500      Director

Michael Weinstein ...........................................         62,500      Special Advisor

Laura Haffner ...............................................         62,500      Stockholder
</TABLE>


   The holders of the majority of these shares will be entitled to require us,
on up to two occasions, to register these shares pursuant to an agreement to
be signed prior to or on the date of this prospectus. The holders of the
majority of these shares may elect to exercise these registration rights at
any time after the date on which these shares of common stock are released
from escrow, which, except in limited circumstances, is not before three years
from the date of this prospectus. In addition, these stockholders have certain
"piggy-back" registration rights on registration statements filed subsequent
to the date on which these shares of common stock are released from escrow. We
will bear the expenses incurred in connection with the filing of any such
registration statements.

   As of the date of this prospectus, Steven M. Wasserman, our chief executive
officer, president and co-chairman of the board of directors, and Robert B.
Blaha, our chief management officer and executive vice president, have loaned
us an aggregate of $187,800 which was used to pay a portion of the expenses of
this offering, such as SEC registration fees, NASD registration fees and legal
and accounting fees and expenses. This loan will be payable without interest
on the earlier of May 18, 2006 or the consummation of this offering. The loan
will be repaid out of the net proceeds of this offering not being placed in
trust.

   Steven M. Wasserman, our chief executive officer, president and co-chairman
of the board of directors or his affiliates or designees, has agreed to
purchase up to $1,000,000 of our warrants on the open market, at a price per
warrant not to exceed $1.20, within 60 days of such warrants being separately
tradeable from the units. These warrants will not be sold until the
consummation of a business combination. The representative of the underwriter
has also agreed to purchase up to $500,000 of our warrants on the open market
on similar terms, except that they may sell any such warrants acquired by them
prior to the consummation of the business combination.

   We have agreed to pay ASG Management, Inc., an affiliated third party of
which Mr. Wasserman and Mr. Blaha are principals, approximately $7,500 per
month for office space and certain additional general and administrative
services.

   We will reimburse our officers and directors for any reasonable out-of-
pocket business expenses incurred by them in connection with certain
activities on our behalf such as identifying and investigating possible target
businesses and business combinations. There is no limit on the amount of
accountable out-of-pocket expenses reimbursable by us, which will be reviewed
only by our board or a court of competent jurisdiction if such reimbursement
is challenged.


                                       52

<PAGE>
   Other than the reimbursable out-of-pocket expenses payable to our officers
and directors, no compensation or fees of any kind, including finders and
consulting fees, will be paid by us to any of our initial stockholders,
officers or directors who owned our common stock prior to this offering, or to
any of their respective affiliates for services rendered to us prior to or
with respect to the business combination.

   Our existing stockholders, will not receive reimbursement for any out-of-
pocket expenses incurred by them to the extent that such expenses exceed the
amount in the trust account unless the business combination is consummated and
there are sufficient funds available for reimbursement after such
consummation. The financial interest of such persons could influence their
motivation in selecting a target business and thus, there may be a conflict of
interest when determining whether a particular business combination is in the
stockholders' best interest.

   After the consummation of a business combination, if any, to the extent our
management remains as officers of the resulting business, we anticipate that
our officers and directors may enter into employment agreements, the terms of
which shall be negotiated and which we expect to be comparable to employment
agreements with other similarly-situated companies in the homeland security
and/or defense industries. Further, after the consummation of a business
combination, if any, to the extent our directors remain as directors of the
resulting business, we anticipate that they will receive compensation
comparable to directors at other similarly-situated companies in the homeland
security and/or defense industries.

   All ongoing and future transactions between us and any of our officers and
directors or their respective affiliates, including loans by our officers and
directors, will be on terms believed by us to be no less favorable than are
available from unaffiliated third parties and such transactions or loans,
including any forgiveness of loans, will require prior approval in each
instance by a majority of our uninterested "independent" directors (to the
extent we have any) or the members of our board who do not have an interest in
the transaction, in either case who had access, at our expense, to our
attorneys or independent legal counsel. In addition, our management will
gather pricing information, estimates or fairness opinions from unaffiliated
third parties with respect to similar transactions undertaken by us to
ascertain whether such transactions with affiliates are on terms that are no
less favorable to us than are otherwise available from such unaffiliated third
parties. If a transaction with an affiliated third party were found to be on
terms less favorable to us than with an unaffiliated third party, we would not
engage in such transaction.


                                       53

<PAGE>
                           DESCRIPTION OF SECURITIES

GENERAL

   We are authorized to issue 100,000,000 shares of common stock, par value
$.0001, and 1,000,000 shares of preferred stock, par value $.0001. As of the
date of this prospectus, 2,000,000 shares of common stock are outstanding,
held by nine record holders. No shares of preferred stock are currently
outstanding.

UNITS

   Each unit consists of one share of common stock and one warrant. Each
warrant entitles the holder to purchase one share of common stock. The common
stock and warrants may begin to trade separately on the 90th day after the
date of this prospectus unless Maxim Group LLC informs us of its decision to
allow earlier separate trading, provided that in no event may the common stock
and warrants be traded separately until we have filed with the SEC a Current
Report on Form 8-K which includes an audited balance sheet reflecting our
receipt of the gross proceeds of this offering. Thereafter the units will no
longer trade as units. We will file a Current Report on Form 8-K which
includes this audited balance sheet upon the consummation of this offering.
The audited balance sheet will reflect any proceeds we receive from the
exercise of the over-allotment option or any portion thereof, if all or any
portion of the over-allotment option is exercised prior to the filing of the
Form 8-K.

COMMON STOCK

   Our stockholders are entitled to one vote for each share held of record on
all matters to be voted on by stockholders. In connection with the vote
required for any business combination, all of our initial stockholders,
including all of our officers and directors, have agreed to vote their
respective shares of common stock owned by them immediately prior to this
offering in accordance with the public stockholders. In addition, our existing
stockholders have agreed to vote any shares of common stock acquired by them
in or following this offering in favor of the business combination submitted
to our stockholders for approval. Accordingly, they will not be able to
exercise conversion rights with respect to a potential business combination.
Additionally, our initial stockholders, officers and directors will vote all
of their shares in any manner they determine, in their sole discretion, with
respect to any other items that come before a vote of our stockholders.

   We will proceed with the business combination only if a majority of the
shares of common stock voted by the public stockholders are voted in favor of
the business combination and public stockholders owning less than 20% of the
shares sold in this offering exercise their conversion rights discussed below.
Voting against the business combination alone will not result in conversion of
a stockholder's shares into a pro rata share of the trust account. Such
stockholder must have also exercised its conversion rights described below.

   Our board of directors is divided into two classes, each of which will
generally serve for a term of two years with only one class of directors being
elected in each year. For more information, see the section entitled
"Management." There is no cumulative voting with respect to the election of
directors, with the result that the holders of more than 50% of the shares
voted for the election of directors can elect all of the directors.

   If we are forced to liquidate prior to a business combination, our public
stockholders are entitled to a pro rata share of the trust account, inclusive
of any interest, and any net assets remaining available for distribution to
them after payment of liabilities. Our initial stockholders have agreed to
waive their respective rights to participate in any liquidation or
distribution occurring upon our failure to consummate a business combination,
but only with respect to those shares of common stock acquired by them prior
to this offering.

   Our stockholders have no conversion, preemptive or other subscription rights
and there are no sinking fund or redemption provisions applicable to the
common stock, except that public stockholders have the right to have their
shares of common stock converted to cash equal to their pro rata share of the
trust account if they vote against the business combination and the business
combination is approved and completed. Public stockholders who convert their
stock into their share of the trust account still have the right to exercise
the warrants that they received as part of the units.


                                       54

<PAGE>
PREFERRED STOCK

   Our certificate of incorporation authorizes the issuance of 1,000,000 shares
of blank check preferred stock with such designation, rights and preferences
as may be determined from time to time by our board of directors. No shares of
preferred stock are being issued or registered in this offering. Accordingly,
our board of directors is empowered, without stockholder approval, to issue
preferred stock with dividend, liquidation, conversion, voting or other rights
which could adversely affect the voting power or other rights of the holders
of common stock, although the underwriting agreement prohibits us, prior to a
business combination, from issuing preferred stock which participates in any
manner in the proceeds of the trust account, or which votes as a class with
the common stock on a business combination. We may issue some or all of the
preferred stock to effect a business combination. In addition, the preferred
stock could be utilized as a method of discouraging, delaying or preventing a
change in control of us. Although we do not currently intend to issue any
shares of preferred stock, we cannot assure you that we will not do so in the
future.

WARRANTS

   Prior to this offering there are no warrants outstanding. Each warrant
offered hereby entitles the registered holder to purchase one share of our
common stock at a price of $6.00 per share, subject to adjustment as discussed
below, at any time commencing on the later of:

   o the completion of the initial business combination; or

   o one year from the date of this prospectus.

   The warrants will expire four years from the date of this prospectus at 5:00
p.m., New York City time.

   The warrants, at the option of the holder, may be exercised by cash payment
of the exercise price or by "cashless exercise." A "cashless exercise" means
that in lieu of paying the aggregate purchase price for the shares being
purchased upon exercise of the warrants in cash, the holder will forfeit a
number of shares underlying the warrants with a "fair market value" equal to
such aggregate exercise price. We will not receive additional proceeds to the
extent that warrants are exercised by cashless exercise. The "fair market
value" will be determined using the average reported last sales price of our
common stock for the ten trading days ending on the third business day prior
to the exercise of the warrants.

   We may call the warrants for redemption,

   o in whole and not in part;

   o at a price of $.01 per warrant;

   o at any time after the warrants become exercisable;

   o upon not less than 30 days' prior written notice of redemption to each
     warrant holder; and

   o if, and only if, the last sale price of the common stock equals or
     exceeds $11.50 per share, for any 20 trading days within a 30 trading day
     period ending on the third business day prior to the notice of redemption
     to warrant holders.

   We have established these criteria to provide warrant holders with a premium
to the initial warrant exercise price as well as a degree of liquidity to
cushion the market reaction, if any, to our redemption call. If the foregoing
conditions are satisfied and we call the warrants for redemption, each warrant
holder shall then be entitled to exercise his or her warrant prior to the date
scheduled for redemption either by payment of the exercise price in cash or on
a "cashless exercise" basis; however, there can be no assurance that the price
of the common stock will exceed the call trigger price or the warrant exercise
price after the redemption call is made.

   The warrants will be issued in registered form under a warrant agreement
between American Stock Transfer & Trust Company, 59 Maiden Lane, New York, New
York 10038 as warrant agent, and us. You should review a copy of the warrant
agreement, which has been filed as an exhibit to the registration statement of
which this prospectus is a part, for a complete description of the terms and
conditions applicable to the warrants.


                                       55

<PAGE>
   The exercise price and number of shares of common stock issuable on exercise
of the warrants may be adjusted in certain circumstances including in the
event of a stock dividend, or our recapitalization, reorganization, merger or
consolidation. However, the warrants will not be adjusted for issuances of
common stock at a price below their respective exercise prices.

   The warrants may be exercised upon surrender of the warrant certificate on
or prior to the expiration date at the offices of the warrant agent, with the
exercise form on the reverse side of the warrant certificate completed and
executed as indicated, accompanied by full payment of the exercise price, by
certified check payable to us or by "cashless exercise," for the number of
warrants being exercised. The warrant holders do not have the rights or
privileges of holders of common stock and any voting rights until they
exercise their warrants and receive shares of common stock. After the issuance
of shares of common stock upon exercise of the warrants, each holder will be
entitled to one vote for each share held of record on all matters to be voted
on by stockholders.

   No warrants will be exercisable unless at the time of exercise a prospectus
relating to common stock issuable upon exercise of the warrants is current and
the common stock has been registered under the Securities Act of 1933 or
qualified or deemed to be exempt under the securities laws of the state of
residence of the holder of the warrants. Under the terms of the warrant
agreement, we have agreed to meet these conditions and use our best efforts to
maintain a current prospectus relating to common stock issuable upon exercise
of the warrants until the expiration of the warrants. However, we cannot
assure you that we will be able to do so. The warrants may be deprived of any
value and the market for the warrants may be limited if the prospectus
relating to the common stock issuable upon the exercise of the warrants is not
current or if the common stock is not qualified or exempt from qualification
in the jurisdictions in which the holders of the warrants reside.

   Steven M. Wasserman, our chief executive officer, president and co-chairman
of the board of directors, or his affiliates or designees, has agreed to
purchase up to $1,000,000 of our warrants in the open market, at a price per
warrant not to exceed $1.20, within 60 days of such warrants being separately
tradeable. These warrants will not be sold by Mr. Wasserman or his affiliates
or designees until the consummation of a business combination. Maxim Group LLC
has also agreed to purchase up to $500,000 of our warrants in the open market
on similar terms; however, Maxim Group LLC may sell their warrants prior to
the consummation of a business combination.

   No fractional shares will be issued upon exercise of the warrants. If, upon
exercise of the warrants, a holder would be entitled to receive a fractional
interest in a share, we will, upon exercise, round up to the nearest whole
number the number of shares of common stock to be issued to the warrant
holder.

PURCHASE OPTION

   We have agreed to sell to the representative of the underwriters an option
to purchase up to a total of 560,000 units at $8.80 per unit. The securities
underlying these units are identical to those offered by this prospectus. For
a more complete description of the purchase option, see the section below
entitled "Underwriting--Underwriting Terms."

DIVIDENDS

   We have not paid any dividends on our common stock to date and do not intend
to pay dividends prior to the completion of a business combination. The
payment of dividends in the future will be contingent upon our revenues and
earnings, if any, capital requirements and general financial condition
subsequent to completion of a business combination. The payment of any
dividends subsequent to a business combination will be within the discretion
of our then board of directors. It is the present intention of our board of
directors to retain all earnings, if any, for use in our business operations
and, accordingly, our board does not anticipate declaring any dividends in the
foreseeable future.

OUR TRANSFER AGENT AND WARRANT AGENT

   The transfer agent for our securities and warrant agent for our warrants is
American Stock Transfer & Trust Company, 59 Maiden Lane, New York, New York
10038.


                                       56

<PAGE>
SHARES ELIGIBLE FOR FUTURE SALE

   Immediately after this offering, we will have 10,000,000 shares of common
stock outstanding, or 11,200,000 shares if the underwriters' over-allotment
option is exercised in full. Of these shares, the 8,000,000 shares sold in
this offering, or 9,200,000 shares if the over-allotment option is exercised
in full, will be freely tradable without restriction or further registration
under the Securities Act, except for any shares purchased by one of our
affiliates within the meaning of Rule 144 under the Securities Act. All of the
remaining 2,000,000 shares are restricted securities under Rule 144, in that
they were issued in private transactions not involving a public offering. None
of those will be eligible for sale under Rule 144 prior to July 15, 2006.
Notwithstanding this, all of those shares have been placed in escrow and will
not be transferable for a period of three years from the date of this
prospectus subject to certain limited exceptions, such as transfers to family
members and trusts for estate planning purposes and upon death while remaining
subject to the escrow agreement, and will only be released prior to that date
if we are forced to liquidate, in which case the certificate representing such
shares will be destroyed, the approval of our public stockholders, and the
consummation of a liquidation, merger, stock exchange or other similar
transaction which results in all of our stockholders having the right to
exchange their shares of common stock for cash, securities or other property
subsequent to our consummating a business combination with a target business.

   Rule 144

   In general, under Rule 144 as currently in effect, a person who has
beneficially owned restricted shares of our common stock for at least one year
would be entitled to sell within any three-month period a number of shares
that does not exceed the greater of either of the following:

   o 1% of the number of shares of common stock then outstanding, which will
     equal 100,000 shares immediately after this offering (or 112,000 if the
     underwriters' exercise their over-allotment option); and

   o the average weekly trading volume of the common stock during the four
     calendar weeks preceding the filing of a notice on Form 144 with respect
     to the sale.

   Sales under Rule 144 are also limited by manner of sale provisions and
notice requirements and to the availability of current public information
about us.

   Rule 144(k)

   Under Rule 144(k), a person who is not deemed to have been one of our
affiliates at the time of or at any time during the three months preceding a
sale, and who has beneficially owned the restricted shares proposed to be sold
for at least two years, including the holding period of any prior owner other
than an affiliate, is entitled to sell their shares without complying with the
manner of sale, public information, volume limitation or notice provisions of
Rule 144.

   SEC Position on Rule 144 Sales

   The Securities and Exchange Commission has taken the position that promoters
or affiliates of a blank check company and their transferees, both before and
after a business combination, would act as an "underwriter" under the
Securities Act when reselling the securities of a blank check company.
Accordingly, the Securities and Exchange Commission believes that those
securities can be resold only through a registered offering and that Rule 144
would not be available for those resale transactions despite technical
compliance with the requirements of Rule 144.

REGISTRATION RIGHTS

   The holders of our 2,000,000 issued and outstanding shares of common stock
on the date of this prospectus will be entitled to registration rights
pursuant to an agreement to be signed prior to or on the effective date of
this offering. The holders of the majority of these shares are entitled to
require us, on up to two occasions, to register these shares. The holders of
the majority of these shares can elect to exercise these registration rights
at any time after the date on which these shares of common stock are released
from escrow. In addition, these stockholders have certain "piggy-back"
registration rights on registration statements filed subsequent to the date on
which these shares of common stock are released from escrow. We will bear the
expenses incurred in connection with the filing of any such registration
statements.


                                       57

<PAGE>
                                  UNDERWRITING

   Maxim Group LLC is lead managing underwriter of the offering and is acting
as representative of the underwriters named below. Subject to the terms and
conditions in the underwriting agreement, each underwriter named below has
agreed to purchase from us, on a firm commitment basis, the respective number
of units shown opposite its name below, at the public offering price, less the
underwriting discount set forth on the cover page of this prospectus:
<TABLE>
<CAPTION>

      UNDERWRITER                                         NUMBER OF UNITS
      -----------                                         ---------------
      <S>                                                 <C>               <C>
      Maxim Group LLC ................................
                                                          ---------------   ---
        TOTAL.........................................       8,000,000
</TABLE>


   The underwriting agreement provides that the underwriters are committed to
purchase all of the units offered by this prospectus if they purchase any of
the units. This commitment does not apply to the units subject to an over-
allotment option granted by us to the underwriters to purchase additional
units in this offering. The underwriting agreement also provides that the
obligations of the underwriters to pay for and accept delivery of the units
are subject to the passing upon of certain legal matters by counsel and
certain other conditions.

STATE BLUE SKY INFORMATION

   We will offer and sell the units to retail customers only in Colorado,
Delaware, District of Columbia, Florida, Hawaii, Illinois, Indiana, Maryland,
New York, Rhode Island and Wyoming. In New York, we have relied on an
exemption from the state registration requirements for transactions between an
issuer and an underwriter involving a firm commitment underwritten offering.
In the other states, we have relied on an exemption or we have applied to have
the units registered for sale and will not sell the units in these states
until such registration is effective (including in Colorado, pursuant to 11-
51-302(6) of the Colorado Revised Statutes).

   If you are not an institutional investor, you may purchase our securities in
this offering only in the jurisdictions described directly above.
Institutional investors in every state except Idaho and Oregon may purchase
the units in this offering pursuant to exemptions provided to such entities
under the Blue Sky laws of various states. The definition of an "institutional
investor" varies from state to state but generally includes financial
institutions, broker-dealers, banks, insurance companies and other qualified
entities.

   Under the National Securities Markets Improvement Act of 1996, the states
and territories of the United States are preempted from regulating the resale
by shareholders of the units, from and after the effective date, and the
common stock and warrants comprising the units, once they become separately
transferable, because we will file periodic and annual reports under the
Securities Exchange Act of 1934. However, states are permitted to require
notice filings and collect fees with regard to these transactions and a state
may suspend the offer and sale of securities within such state if any such
required filing is not made or fee is not paid. As of the date of this
prospectus, the following states do not require any notice filings or fee
payments and permit the resale of the units, and the common stock and warrants
comprising the units, once they become separately transferable:

   o Alaska, Arizona, Arkansas, California, Connecticut, Delaware, Florida,
     Georgia, Hawaii, Idaho, Indiana, Iowa, Kansas, Kentucky, Louisiana, Maine,
     Massachusetts, Minnesota, Mississippi, Missouri, Nebraska, New Jersey, New
     Mexico, New York, North Carolina, North Dakota, Oklahoma, Pennsylvania,
     South Dakota, Utah, Virginia, Washington, West Virginia, Wisconsin and
     Wyoming.

   Additionally, the following states permit the resale by shareholders of the
units, and the common stock and warrants comprising the units, once they
become separately transferable, if the proper notice filings have been made
and fees paid:

   o The District of Columbia, Illinois, Maryland, Michigan, Montana, New
     Hampshire, Ohio, Oregon, Puerto Rico, Rhode Island, South Carolina,
     Tennessee, Texas and Vermont.


                                       58

<PAGE>
   As of the date of this prospectus, we have not determined in which, if any,
of these states we will submit the required filings or pay the required fee.
Additionally, if any of these states that has not yet adopted a statute, rule
or regulation relating to the National Securities Markets Improvement Act
adopts such a statute in the future requiring a filing or fee or if any state
amends its existing statutes, rule or regulation with respect to its
requirements, we would need to comply with those new requirements in order for
the securities to continue to be eligible for resale in those jurisdictions.

   However, we believe that the units, from and after the effective date, and
the common stock and warrants comprising the units, once they become
separately transferable, will be eligible for sale on a secondary market basis
in each of the following states, without any notice filings or fee payments,
based upon the registration of the units, common stock and warrants in these
states or the availability of another applicable exemption from the state's
registration requirements:

   o immediately in Colorado, District of Columbia, Illinois, Ohio, Rhode Island
     and Tennessee;

   o commencing 90 days after the date of this prospectus in Nevada; and

   o commencing 180 days after the date of this prospectus in Alabama.

UNDERWRITING TERMS

    Pursuant to the underwriting agreement, we have granted to the
underwriters an option, exercisable for 45 days after the date of this
prospectus, to purchase up to an additional 1,200,000 units from us on the
same terms and at the same per unit price as the other units being purchased
by the underwriters from us. The underwriters may exercise the option solely
to cover over-allotments, if any, in the units that the underwriters have
agreed to purchase from us. If the over-allotment option is exercised in full,
the total public offering price, underwriting discounts and commissions and
proceeds to us before expenses will be $73,600,000, $4,416,000 and
$67,904,000, respectively.




   The following table shows the public offering price, underwriting discount
to be paid by us to the underwriters and the proceeds, before expenses, to us.
This information assumes either no exercise or full exercise by the
underwriters of their over-allotment option.

<TABLE>
<CAPTION>

                                                                                           PER UNIT    WITHOUT OPTION   WITH OPTION
                                                                                           --------    --------------   -----------
<S>                                                                                        <C>         <C>              <C>
Public offering price..................................................................      $8.00      $64,000,000     $73,600,000
Discount (1)...........................................................................       0.48        3,840,000       4,416,000
Non-accountable expense allowance(2)...................................................       0.16        1,280,000       1,280,000
Proceeds before expenses(3)............................................................       7.36       58,880,000      67,904,000
</TABLE>

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

(1) Consists of an underwriting discount of 6% of the gross proceeds of this
    offering (including any units sold to cover overallotments). Does not
    include an additional underwriting discount in the amount of 1% of the gross
    proceeds of this offering (including any units sold to cover
    overallotments), payable out of the funds held in trust upon consummation of
    a business combination.

(2) The 2% non-accountable expense allowance is not payable with respect to the
    units sold upon exercise of the underwriters' over-allotment option.

(3) The offering expenses are estimated at $505,000.

   We have agreed to sell the units to the underwriters at the initial public
offering price less the underwriting discount set forth on the cover page of
this prospectus. The underwriting agreement also provides that the
representative of the underwriters will be paid a non-accountable expense
allowance equal to 2% of the gross proceeds from the sale of the units offered
by this prospectus ($50,000 of which has been previously advanced to Maxim),
exclusive of any units purchased on exercise of the over-allotment option. In
the event the offering is terminated, Maxim Group LLC will return to us the
amount previously advanced by us less Maxim Group LLC's actual out-of-pocket
expenses incurred in connection with the offering.


                                       59

<PAGE>
   We estimate that the total expenses of the offering payable by us, not
including underwriting discounts, commissions, the non-accountable expense
allowance and not taking into consideration the underwriters' over-allotment
option, will be approximately $505,000. These expenses include, but are not
limited to, SEC registration fees, NASD filing fees, accounting fees and
expenses, legal fees and expenses, printing and engraving expenses, transfer
agent fees and blue sky fees and expenses.

   In connection with this offering Maxim Group will pay a finder's fee to
Capital Hill Group, an NASD member firm. Capital Hill Group shall be entitled
to receive a percentage of the net management fees received by Maxim Group.
None of our officers, directors or principal shareholders or any of the
officers, directors or principal shareholders of Maxim Group are affiliated or
associated with Capital Hill Group.

   The underwriters will initially offer the units to be sold in this offering
directly to the public at the initial public offering price set forth on the
cover of this prospectus and to selected dealers at the initial public
offering price less a selling concession not in excess of $___ per unit. The
underwriters may allow, and the selected dealers may reallow, a concession not
in excess of $___ per unit on sales to brokers and dealers. After the
offering, the underwriters may change the offering price and other selling
terms. No change in those terms will change the amount of proceeds to be
received by us as set forth on the cover of this prospectus.

   We have agreed to sell to the representative, for $100, an option to
purchase up to a total of 560,000 units, exercisable at $8.80 per unit. The
units issuable upon exercise of this option are identical to those offered by
this prospectus. This option commences on the later of the consummation of a
business combination and one year from the date of this prospectus and
expiring five years from the date of this prospectus. The option and the
560,000 units, the 560,000 shares of common stock and the 560,000 warrants
underlying such units, and the 560,000 shares of common stock underlying such
warrants, have been deemed compensation by the NASD and are therefore subject
to a 180-day lock-up pursuant to Rule 2710(g)(1) of the NASD Conduct Rules.
Additionally, the option may not be sold, transferred, assigned, pledged or
hypothecated for a one-year period (including the foregoing 180-day period)
following the date of this prospectus. However, the option may be transferred
to any underwriter and selected dealer participating in the offering and their
bona fide officers or partners. Thereafter, the representative's units will be
transferable provided such transfer is in accordance with the provisions of
the Securities Act. Although the purchase option and its underlying securities
have been registered under the registration statement of which this prospectus
forms a part of, the option grants to holders demand and "piggy back" rights
for periods of five and seven years, respectively, from the date of this
prospectus with respect to the registration under the Securities Act of the
securities directly and indirectly issuable upon exercise of the option. We
will bear all fees and expenses attendant to registering the securities, other
than underwriting commissions which will be paid for by the holders
themselves. The exercise price and number of units issuable upon exercise of
the option may be adjusted in certain circumstances including in the event of
a stock dividend, or our recapitalization, reorganization, merger or
consolidation. However, the option will not be adjusted for issuances of
common stock at a price below its exercise price. We will set aside and at all
times have available a sufficient number of shares of common stock to be
issued upon exercise of the representative's units.

   We have engaged Maxim Group LLC, the representative of the underwriters, on
a non-exclusive basis, as our agent for the solicitation of the exercise of
the warrants. To the extent not inconsistent with the guidelines of the NASD
and the rules and regulations of the SEC, we have agreed to pay the
representative for bona fide services rendered a cash commission equal to 5%
of the exercise price for each warrant exercised more than one year after the
date of this prospectus either for cash or by cashless exercise, in either
case only if the exercise was solicited by the underwriters. In addition to
soliciting, either orally or in writing, the exercise of the warrants, the
representative's services may also include disseminating information, either
orally or in writing, to warrant holders about us or the market for our
securities, and assisting in the processing of the exercise of the warrants.
No compensation will be paid to the representative upon the exercise of the
warrants if:

   o the market price of the underlying shares of common stock is lower than
     the exercise price;

   o the holder of the warrants has not confirmed in writing that the
     underwriters solicited the exercise;


                                       60

<PAGE>
   o the warrants are held in a discretionary account;

   o the warrants are exercised in an unsolicited transaction; or

   o the arrangement to pay the commission is not disclosed in the prospectus
     provided to warrant holders at the time of exercise.

   Subject to any regulatory restrictions, Maxim Group LLC, the representative
of the underwriters, or certain of its principals, affiliates or designees,
has agreed to purchase up to $500,000 of our warrants on the open market, at
prices per warrant not to exceed $1.20, within 60 days of such warrants being
separately tradeable.

   If we consummate a business transaction, Maxim Group LLC will be entitled to
receive a cash fee equal to one percent of the gross proceeds we receive in
this offering, or $640,000 (up to $736,000 if the over-allotment option is
exercised in full).

   We have given Maxim Group LLC the right to designate an advisor to our board
of directors for two years following the date of this prospectus. The advisor
will have the right to attend all board meetings, receive all notices,
correspondence and communications sent to the board, and be reimbursed for
expenses.

   Prior to this offering there has been no public market for any of our
securities. The public offering price of the units and the terms of the
warrants were negotiated between us and the representative. Factors considered
in determining the prices and terms of the units, including the common stock
and warrants underlying the units, include:

   o the history and prospects of companies whose principal business is the
     acquisition of other companies;

   o prior offerings of those companies;

   o our prospects for acquiring an operating business at attractive values;

   o our capital structure;

   o an assessment of our management and their experience in identifying
     operating companies;

   o general conditions of the securities markets at the time of the offering;
     and

   o other factors as were deemed relevant.

   However, although these factors were considered, the determination of our
offering price is more arbitrary than the pricing of securities for an
operating company in a particular industry since the underwriters are unable
to compare our financial results and prospects with those of public companies
operating in the same industry.

   Although they are not obligated to do so, any of the underwriters may
introduce us to potential target businesses or assist us in raising additional
capital, as needs may arise in the future, but there are no preliminary
agreements or understandings between any of the underwriters and any potential
targets. We are not under any contractual obligation to engage any of the
underwriters to provide any services for us after this offering, but if we do,
we may pay the underwriters a finder's fee that would be determined at that
time in an arm's length negotiation where the terms would be fair and
reasonable to each of the interested parties; provided that no agreement will
be entered into and no fee will be paid prior to the one year anniversary of
the date of this prospectus.

   In connection with this offering, the underwriters may distribute
prospectuses electronically. No forms of prospectus other than printed
prospectuses and electronically distributed prospectuses that are printable in
Adobe PDF format will be used in connection with this offering.

   The underwriters have informed us that they will not confirm sales of units
offered by this prospectus to accounts over which they exercise discretionary
authority without obtaining the specific approval of the account holder.


                                       61

<PAGE>
   In connection with this offering, our underwriters may engage in stabilizing
transactions, over-allotment transactions, covering transactions and penalty
bids in accordance with Regulation M under the Securities Exchange Act of
1934, as amended.

   o Stabilizing transactions permit bids to purchase the underlying security
     so long as the stabilizing bids do not exceed the maximum price specified
     in Regulation M, which generally requires, among other things, that no
     stabilizing bid shall be initiated at or increased to a price higher than
     the lower of the offering price or the highest independent bid for the
     security on the principal trading market for the security.

   o Over-allotment involves sales by the underwriters of units in excess of
     the number of units the underwriters are obligated to purchase, which
     creates a short position. The short position may be either a covered
     short position or a naked short position. In a covered short position,
     the number of units over-allotted by the underwriters is not greater than
     the number of units that it may purchase in the over-allotment option. In
     a naked short position, the number of units involved is greater than the
     number of units in the over-allotment option. The underwriters may close
     out any covered short position by either exercising their over-allotment
     option or purchasing units in the open market.

   o Covering transactions involve the purchase of units in the open market
     after the distribution has been completed in order to cover short
     positions. In determining the source of units to close out the short
     position, the underwriters will consider, among other things, the price
     of units available for purchase in the open market as compared to the
     price at which it may purchase units through the over-allotment option.
     If the underwriters sell more units than could be covered by the over-
     allotment option, a naked short position, the position can only be closed
     out by buying units in the open market. A naked short position is more
     likely to be created if the underwriters are concerned that there could
     be downward pressure on the price of the units in the open market after
     pricing that could adversely affect investors who purchase in this
     offering.

   o Penalty bids permit the underwriters to reclaim a selling concession from
     a selected dealer when the units originally sold by the selected dealer
     is purchased in a stabilizing covering transaction to cover short
     positions.

   These stabilizing transactions, covering transactions and penalty bids may
have the effect of raising or maintaining the market price of our units or
preventing or retarding a decline in the market price of our units. As a
result, the price of our units may be higher than the price that might
otherwise exist in the open market. However, neither we nor the underwriters
make any representation or prediction as to the effect the transactions
described above may have on the price of our securities. These transactions
may occur on the OTC Bulletin Board, in the over-the-counter market or on any
trading market. If any of these transactions are commenced, they may be
discontinued without notice at any time.

   The underwriting agreement provides for indemnification between us and the
underwriters against specified liabilities, including liabilities under the
Securities Act, and for contribution by us and the underwriters to payments
that may be required to be made with respect to those liabilities. We have
been advised that, in the opinion of the Securities and Exchange Commission,
indemnification liabilities under the Securities Act is against public policy
as expressed in the Securities Act, and is therefore, unenforceable.

                                 LEGAL MATTERS

   The validity of the securities offered in this prospectus is being passed
upon for us by Eiseman Levine Lehrhaupt & Kakoyiannis, P.C., New York, New
York. Ellenoff Grossman & Schole LLP, New York, New York is acting as counsel
for the underwriters in this offering.

                                    EXPERTS

   The financial statements included in this prospectus and in the registration
statement have been audited by Goldstein Golub Kessler LLP an independent
registered public accounting firm, to the extent and for the period set forth
in their report appearing elsewhere in this prospectus and in the registration
statement. The

                                       62

<PAGE>
financial statements and the report of Goldstein Golub Kessler LLP are
included in reliance upon their report given upon the authority of Goldstein
Golub Kessler LLP as experts in auditing and accounting.

                   WHERE YOU CAN FIND ADDITIONAL INFORMATION

   We have filed with the SEC a registration statement on Form S-1, which
includes exhibits, schedules and amendments, under the Securities Act, with
respect to this offering of our securities. Although this prospectus, which
forms a part of the registration statement, contains all material information
included in the registration statement, parts of the registration statement
have been omitted as permitted by rules and regulations of the SEC. We refer
you to the registration statement and its exhibits for further information
about us, our securities and this offering. The registration statement and its
exhibits, as well as our other reports filed with the SEC, can be inspected
and copied at the SEC's public reference room at 450 Fifth Street, N.W.,
Washington, D.C. 20549-1004. The public may obtain information about the
operation of the public reference room by calling the SEC at 1-800-SEC-0330.
In addition, the SEC maintains a web site at http://www.sec.gov which contains
the Form S-1 and other reports, proxy and information statements and
information regarding issuers that file electronically with the SEC.


                                       63

<PAGE>
                        ALPHA SECURITY GROUP CORPORATION
                    (A CORPORATION IN THE DEVELOPMENT STAGE)


                                    CONTENTS

<TABLE>
<CAPTION>
<S>                                                                     <C>
Report of Independent Registered Public Accounting Firm .............        F-2

Financial Statements

   Balance Sheet ....................................................        F-3

   Statement of Operations ..........................................        F-4

   Statement of Stockholders' Equity ................................        F-5

   Statement of Cash Flows ..........................................        F-6

   Notes to Financial Statements ....................................   F-7-F-10
</TABLE>


                                      F-1

<PAGE>
            REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM




To the Board of Directors and Stockholders of
Alpha Security Group Corporation

   We have audited the accompanying balance sheet of Alpha Security Group
Corporation (a corporation in the development stage) as of July 18, 2005, and
the related statement of operations, stockholders' equity, and cash flows for
the period from April 20, 2005 (inception) to July 18, 2005. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.

   We conducted our audit in accordance with the standards of the Public
Company Accounting Oversight Board (United States). Those standards require
that we plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation. We believe
that our audit provides a reasonable basis for our opinion.

   In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Alpha Security Group
Corporation as of July 18, 2005, and the results of its operations and its
cash flows for the period from April 20, 2005 (inception) to July 18, 2005, in
conformity with United States generally accepted accounting principles.



/s/ GOLDSTEIN GOLUB KESSLER LLP
GOLDSTEIN GOLUB KESSLER LLP

New York, New York
August 11, 2005


                                      F-2

<PAGE>
                        ALPHA SECURITY GROUP CORPORATION
                    (A CORPORATION IN THE DEVELOPMENT STAGE)

                                 BALANCE SHEET


<TABLE>
<CAPTION>

                             ASSETS
                                                                   JULY 18, 2005
                                                                   -------------
<S>                                                                <C>
Current asset, cash ............................................     $  175,761
Deferred offering costs ........................................         32,500
                                                                     ----------
   Total assets ................................................     $  208,261
                                                                     ==========
              LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
 Accrued expenses ..............................................     $      936
 Notes payable, stockholders ...................................        187,802
                                                                     ----------
   Total liabilities ...........................................        188,738
                                                                     ==========
Commitments and contingencies
Stockholders' equity
 Preferred stock, $.0001 par value, authorized 1,000,000
   shares; none issued .........................................
 Common stock, $.0001 par value, authorized 100,000,000 shares;
   issued and outstanding 2,000,000 shares .....................            200
 Paid-in capital in excess of par ..............................         24,800
 Deficit accumulated during the development stage ..............         (5,477)
   Total stockholders' equity ..................................         19,523
                                                                     ----------
   Total liabilities and stockholders' equity ..................      $ 208,261
                                                                     ==========
</TABLE>





                See accompanying notes to financial statements.

                                      F-3

<PAGE>
                        ALPHA SECURITY GROUP CORPORATION
                    (A CORPORATION IN THE DEVELOPMENT STAGE)

                            STATEMENT OF OPERATIONS


<TABLE>
<CAPTION>

                                                                 FOR PERIOD FROM
                                                                  APRIL 20, 2005
                                                                  (INCEPTION) TO
                                                                  JULY 18, 2005
                                                                 ---------------
<S>                                                              <C>
Formation and operating costs ................................      $    5,477
                                                                    ----------
Net loss .....................................................          (5,477)
                                                                    ==========
Weighted average shares outstanding (basic and diluted) ......       2,000,000
                                                                    ==========
Net loss per share (basic and diluted) .......................      $    (0.00)
                                                                    ==========
</TABLE>





                See accompanying notes to financial statements.

                                      F-4

<PAGE>
                        ALPHA SECURITY GROUP CORPORATION
                    (A CORPORATION IN THE DEVELOPMENT STAGE)

                       STATEMENT OF STOCKHOLDERS' EQUITY


<TABLE>
<CAPTION>

                                                  FOR PERIOD FROM APRIL 20, 2005 (INCEPTION) TO JULY 18, 2005
                                              ---------------------------------------------------------------------
                                                    COMMON STOCK                                DEFICIT ACCUMULATED
                                             -------------------------    PAID-IN CAPITAL IN        DURING THE        STOCKHOLDERS'
SHARES                                        AMOUNT     EXCESS OF PAR     DEVELOPMENT STAGE          EQUITY
                                             ---------   -------------    ------------------    -------------------   -------------
<S>                                          <C>         <C>              <C>                   <C>                   <C>
Common shares
  issued July 18, 2005
  at $.0125..............................    2,000,000        $200              $24,800               $    --            $25,000
Net loss.................................           --          --                   --               $(5,477)            (5,477)
                                             ---------        ----              -------               -------            -------
Balances, at July 18, 2005...............    2,000,000        $200              $24,800               $(5,477)           $19,523
                                             =========        ====              =======               =======            =======
</TABLE>





                See accompanying notes to financial statements.

                                      F-5

<PAGE>
                        ALPHA SECURITY GROUP CORPORATION
                    (A CORPORATION IN THE DEVELOPMENT STAGE)

                            STATEMENT OF CASH FLOWS


<TABLE>
<CAPTION>

                                                                   PERIOD FROM
                                                                 APRIL 20, 2005
                                                                   (INCEPTION)
                                                                TO JULY 18, 2005
                                                                ----------------
<S>                                                             <C>
Cash flows from operating activities
 Net loss ...................................................       $ (5,477)
Adjustments to reconcile net loss to net cash used in
  operating activities:
 Changes in:
   Accrued expenses .........................................            936
                                                                    --------
Net cash used in operating activities .......................         (4,541)
                                                                    --------
Cash flows from financing activities
 Proceeds from notes payable, stockholders ..................        187,802
 Proceeds from sale of common stock .........................         25,000
 Payments made for deferred offering costs ..................        (32,500)
                                                                    --------
Net cash provided by financing activities ...................        180,302
                                                                    --------
Net increase in cash and cash at end of period ..............       $175,761
                                                                    ========
</TABLE>





                See accompanying notes to financial statements.

                                      F-6

<PAGE>
                        ALPHA SECURITY GROUP CORPORATION
                    (A CORPORATION IN THE DEVELOPMENT STAGE)

                         NOTES TO FINANCIAL STATEMENTS

1. ORGANIZATION, PROPOSED BUSINESS OPERATIONS AND SUMMARY OF SIGNIFICANT
   ACCOUNTING
   POLICIES



Nature of Operations

   Alpha Security Group Corporation (the "Company") was incorporated in
Delaware on April 20, 2005 as a blank check company whose objective is to
acquire, through a merger, capital stock exchange, asset acquisition or other
similar business combination, one or more businesses in the homeland security
or defense industries or a combination thereof.

   At July 18, 2005, the Company had not yet commenced any operations. All
activity through July 18, 2005 relates to the Company's formation and the
proposed public offering described below. The Company has selected December 31
as its fiscal year-end.

   The Company's ability to commence operations is contingent upon obtaining
adequate financial resources through a proposed public offering ("Proposed
Offering") which is discussed in Note 2. The Company's management has broad
discretion with respect to the specific application of the net proceeds of
this Proposed Offering, although substantially all of the net proceeds of this
Proposed Offering are intended to be generally applied toward consummating a
business combination with an operating company. As used herein, a "target
business" shall include assets or an operating business in the homeland
security or defense industries, or a combination thereof, and a "business
combination" shall mean the acquisition by the Company of such assets or a
target business.

   Upon the closing of the Proposed Offering, $57,210,000 or 89% of the gross
proceeds of this offering ($7.15 per unit) will be placed in a trust account
(the "Trust Account") at JP Morgan Chase NY Bank maintained by American Stock
Transfer & Trust Company, the Company's transfer agent, and invested until the
earlier of (i) the consummation of the Company's first business combination or
(ii) the liquidation of the Company. The remaining proceeds 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, will submit such transaction for stockholder approval. In the
event that stockholders owning 20% or more of the outstanding stock excluding,
for this purpose, those persons who were stockholders prior to the Proposed
Offering, vote against the business combination, the business combination will
not be consummated. All of the Company's stockholders prior to the Proposed
Offering, including all of the officers and directors of the Company ("Initial
Stockholders"), have agreed to vote their 2,000,000 founding shares of common
stock 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 the Company's first business
combination, the aforementioned voting provision will no longer be applicable.

   With respect to the first business combination which is approved and
consummated, any Public Stockholder who voted against the business combination
may demand that the Company redeem his or her shares. The per share redemption
price will equal the amount in the Trust Account as of the record date for
determination of stockholders entitled to vote on the business combination
divided by the number of shares of common stock held by Public Stockholders at
the consummation of the Proposed Offering. Accordingly, Public Stockholders
holding 19.99% of the aggregate number of shares owned by all Public
Stockholders may seek redemption of their shares in the event of a business
combination. Such Public Stockholders are entitled to receive their per share
interest in the Trust Account computed without regard to the shares held by
Initial Stockholders.


                                      F-7

<PAGE>
                        ALPHA SECURITY GROUP CORPORATION
                    (A CORPORATION IN THE DEVELOPMENT STAGE)

                  NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

1. ORGANIZATION, PROPOSED BUSINESS OPERATIONS AND SUMMARY OF SIGNIFICANT
   ACCOUNTING
   POLICIES -- (CONTINUED)



   The Company's Certificate of Incorporation provides for mandatory
liquidation of the Company, without stockholder approval, in the event that
the Company does not consummate a business combination within 18 months from
the date of the consummation of the Proposed Offering, or 24 months from the
consummation of the Proposed Offering if a letter of intent, agreement in
principle or definitive agreement has been executed within 18 months after
consummation of this offering and the business combination has not yet been
consummated within such 18 month period. In the event of liquidation, 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 Proposed Offering (assuming no value is
attributed to the Warrants contained in the Units to be offered in the
Proposed Offering discussed in Note 2).

Income Taxes

   The Company recorded a deferred income tax asset of approximately $1,862 for
the tax effect of net operating loss carryforwards and temporary differences,
aggregating $5,477. In recognition of the uncertainty regarding the ultimate
amount of income tax benefits to be derived, the Company has recorded a full
valuation allowance at July 18, 2005.

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

Recently issued accounting pronouncements

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

Loss Per Common Share

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

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 at the date of the financial statements and the
reported amounts of expenses during the reporting period. Actual results could
differ from those estimates.

2. PROPOSED PUBLIC OFFERING

   The Proposed Offering calls for the Company to offer for public sale up to
8,000,000 units ("Units") at a price of $8.00 per unit. Each Unit consists of
one share of the Company's common stock, $.0001 par value, and one Redeemable
Common Stock Purchase Warrant ("Warrant"). Each Warrant will entitle the
holder to purchase from the Company one share of common stock at an exercise
price of $6.00 commencing the later of the completion of a business
combination with a target business or one year from the effective date of the
Proposed Offering and expiring four years from the date of the prospectus. An
additional 1,200,000 units may be issued on exercise of a 45-day option
granted to the underwriters to cover any over-allotments. The Warrants will be
redeemable 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 $11.50 per share for any 20 trading days within a 30
trading day period ending on the third business day prior to date on which
notice of redemption is given.


                                      F-8

<PAGE>
                        ALPHA SECURITY GROUP CORPORATION
                    (A CORPORATION IN THE DEVELOPMENT STAGE)

                  NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

3. DEFERRED OFFERING COSTS

   Deferred offering costs consist principally of professional fees and other
fees incurred through the balance sheet date that are related to the Proposed
Offering and that will be charged to capital upon the receipt of the capital
raised.

4. NOTES PAYABLE, STOCKHOLDERS

   The Company issued unsecured promissory notes ("Notes") to two of its
executive officers totaling $187,802 on May 18, 2005. The Notes bear no
interest and are payable on the earlier of May 18, 2006 or the consummation of
the Proposed Offering. Due to the short-term nature of the Notes, the fair
value of the Notes approximate their carrying value.

5. COMMITMENTS AND CONTINGENCIES

   The Company has agreed to pay to an affiliated third party, $7,500 a month
for 24 months for office space and general and administrative expenses.

   The Chief Executive Officer, President and Co-Chairman of the Board of
Directors has agreed that after this offering is completed and within the
first 60 days after separate trading of the warrants has commenced, he or
certain of his affiliates or designees will collectively purchase up to $1.0
million of warrants in the public marketplace at prices not to exceed $1.20
per warrant. The Chief Executive Officer, President and Co-Chairman of the
Board of Directors has further agreed that any warrants purchased by him or
his affiliates or designees will not be sold or transferred until the
completion of a business combination. In addition, subject to any regulatory
restrictions, the representative of the several underwriters, or certain of
its principals, affiliates or designees has agreed to purchase up to $500,000
of warrants in the public marketplace at prices not to exceed $1.20 per
warrant.

   The Company has agreed that upon completion of the Proposed Offering it will
sell to the representative of the underwriters, for $100, an option to
purchase up to a total of 560,000 units. The units issuable upon exercise of
this option are identical to those offered by this prospectus. This option is
exercisable at $8.80 per unit commencing after 180 days from the date of this
prospectus and expiring four years from the date of this prospectus. The
option and the 560,000 units, the 560,000 shares of common stock and the
560,000 warrants underlying such units, and the 560,000 shares of common stock
underlying such warrants, have been deemed compensation by the National
Association of Securities Dealers ("NASD") and are therefore subject to a 180-
day lock-up pursuant to Rule 2710(g)(1) of the NASD Conduct Rules.
Additionally, the option may not be sold, transferred, assigned, pledged or
hypothecated for a one-year period (including the foregoing 180-day period)
following the date of this prospectus. However, the option may be transferred
to any underwriter and selected dealer participating in the offering and their
bona fide officers or partners.

   The Company has engaged the representative of the underwriters, on a non-
exclusive basis, as its agent for the solicitation of the exercise of the
warrants. To the extent not inconsistent with the guidelines of the NASD and
the rules and regulations of the Securities and Exchange Commission, the
Company has agreed to pay the representative for bona fide services rendered a
cash commission equal to 5% of the exercise price for each warrant exercised
more than one year after the date of this prospectus if the exercise was
solicited by the representative. In addition to soliciting, either orally or
in writing, the exercise of the warrants, the representative's services may
also include disseminating information, either orally or in writing, to
warrant holders about the Company or the market for the Company's securities,
and assisting in the processing of the exercise of the warrants. No
compensation will be paid to the representative upon the exercise of the
warrants if:

   o the market price of the underlying shares of common stock is lower than
     the exercise price;


                                      F-9

<PAGE>
                        ALPHA SECURITY GROUP CORPORATION
                    (A CORPORATION IN THE DEVELOPMENT STAGE)

                  NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

5. COMMITMENTS AND CONTINGENCIES -- (CONTINUED)

   o the holder of the warrants has not confirmed in writing that the
     representative solicited the exercise;

   o the warrants are held in a discretionary account;

   o the warrants are exercised in an unsolicited transaction; or

   o the arrangement to pay the commission is not disclosed in the prospectus
     provided to warrant holders at the time of exercise.

6. PREFERRED STOCK

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


                                      F-10

<PAGE>
===============================================================================



    UNTIL [ ], 2005, ALL DEALERS THAT EFFECT TRANSACTIONS IN THESE SECURITIES,
WHETHER OR NOT PARTICIPATING IN THIS OFFERING, MAY BE REQUIRED TO DELIVER A
PROSPECTUS. THIS IS IN ADDITION TO THE DEALERS' OBLIGATION TO DELIVER A
PROSPECTUS WHEN ACTING AS UNDERWRITERS AND WITH RESPECT TO THEIR UNSOLD
ALLOTMENTS OR SUBSCRIPTIONS.

    NO DEALER, SALESPERSON OR ANY OTHER PERSON IS AUTHORIZED TO GIVE ANY
INFORMATION OR MAKE ANY REPRESENTATIONS IN CONNECTION WITH THIS OFFERING OTHER
THAN THOSE CONTAINED IN THIS PROSPECTUS AND, IF GIVEN OR MADE, THE INFORMATION
OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY US.
THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN
OFFER TO BUY ANY SECURITY OTHER THAN THE SECURITIES OFFERED BY THIS
PROSPECTUS, OR AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY
SECURITIES BY ANYONE IN ANY JURISDICTION IN WHICH THE OFFER OR SOLICITATION IS
NOT AUTHORIZED OR IS UNLAWFUL.



                               TABLE OF CONTENTS


<TABLE>
<CAPTION>

                                                                            Page
                                                                            ----
<S>                                                                         <C>
Prospectus Summary ......................................................      1
Summary Financial Data ..................................................      8
Risk Factors ............................................................      9
Use of Proceeds .........................................................     25
Dilution ................................................................     28
Capitalization ..........................................................     29
Management's Discussion and Analysis of Financial Condition and Results
  of Operations..........................................................     30
Proposed Business .......................................................     32
Management ..............................................................     45
Principal Stockholders ..................................................     50
Certain Relationships and Related Transactions ..........................     52
Description of Securities ...............................................     54
Underwriting ............................................................     58
Legal Matters ...........................................................     62
Experts .................................................................     62
Where You Can Find Additional Information ...............................     63
Index to Financial Statements ...........................................    F-1
</TABLE>


===============================================================================

===============================================================================






                                  $64,000,000




                              ALPHA SECURITY GROUP
                                  CORPORATION


                                   8,000,000
                                     UNITS





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

                                   PROSPECTUS

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








                                MAXIM GROUP LLC








                                 ________, 2005



===============================================================================

<PAGE>
                                    PART II
                     INFORMATION NOT REQUIRED IN PROSPECTUS


ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

   The estimated expenses payable by us in connection with the offering
described in this registration statement (other than the underwriting discount
and commissions and the representative's non-accountable expense allowance)
will be as follows:
<TABLE>
<CAPTION>
    <S>                                                                     <C>
    Initial Trustees' fee ...............................................   $  1,000(1)
    SEC Registration Fee ................................................     16,135
    NASD filing fee .....................................................     14,209
    Accounting fees and expenses ........................................     25,000
    Printing and engraving expenses .....................................     50,000
    Directors & Officers liability insurance premiums ...................     70,000(2)
    Legal fees and expenses .............................................    250,000
    Blue sky services and expenses ......................................     50,000
    Miscellaneous .......................................................     28,656(3)
                                                                            --------
       Total ............................................................   $505,000
                                                                            ========
</TABLE>

---------------
(1) In addition to the initial acceptance fee that is charged by American Stock
    Transfer & Trust Company, as trustee following the offering, the registrant
    will be required to pay to American Stock Transfer & Trust Company annual
    fees of approximately $3,000 for acting as trustee, approximately $4,800
    for acting as transfer agent of the registrant's common stock,
    approximately $2,400 for acting as warrant agent for the registrant's
    warrants and approximately $1,800 for acting as escrow agent.
(2) This amount represents the approximate amount of Director and Officer
    liability insurance premiums that we anticipate paying following the
    consummation of our initial public offering and until we consummate a
    business combination.
(3) This amount represents additional expenses that may be incurred by us in
    connection with the offering over and above those specifically listed
    above, including distribution and mailing costs.

ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS

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

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

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

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


                                      II-1

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

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

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

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

   (f) The indemnification and advancement of expenses provided by, or granted
pursuant to, the other subsections of this section shall not be deemed
exclusive of any other rights to which those seeking indemnification or
advancement of expenses may be entitled under any bylaw, agreement, vote of
stockholders or disinterested directors or otherwise, both as to action in
such person's official capacity and as to action in another capacity while
holding such office.

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

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

                                      II-2

<PAGE>
resulting or surviving corporation as such person would have with respect to
such constituent corporation if its separate existence had continued.

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

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

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

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

   Paragraph B of Article Eighth of our certificate of incorporation provides:

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

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


                                      II-3

<PAGE>
ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES

   (a) During the past three years, we sold the following shares of common
stock without registration under the Securities Act:
<TABLE>
<CAPTION>

                                                                                 NUMBER OF
          STOCKHOLDERS                                                             SHARES
          ------------                                                           ---------
          <S>                                                                    <C>
          Steven M. Wasserman ................................................    975,000
          Robert B. Blaha ....................................................    525,000
          Tukwila Group LLC ..................................................    125,000
          Gary E. Johnson ....................................................     62,500
          Michael Weinstein ..................................................     62,500
          Robert T. Herres ...................................................     62,500
          Carol A. DiBattiste ................................................     62,500
          Ronald R. Fogleman .................................................     62,500
          Laura Haffner ......................................................     62,500
</TABLE>




   Such shares were issued on July 14, 2005 in connection with our organization
pursuant to the exemption from registration contained in Section 4(2) of the
Securities Act as they were sold to sophisticated, wealthy individuals and an
entity. The shares issued to the individuals and entity above were sold for an
aggregate offering price of $25,000 at an average purchase price of $0.0125
per share. No underwriting discounts or commissions were paid with respect to
such sales.


                                      II-4

<PAGE>
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

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

EXHIBIT NO.          DESCRIPTION

    1.1             Form of Underwriting Agreement. *

    1.2             Form of Selected Dealers Agreement. *

    3.1             Amended and Restated Certificate of Incorporation.

    3.2             By-laws.

    4.1             Specimen Unit Certificate.

    4.2             Specimen Common Stock Certificate.

    4.3             Specimen Warrant Certificate.

    4.4             Form of Warrant Agreement between American Stock Transfer
                    & Trust Company and the Registrant. *

    5.1             Opinion of Eiseman Levine Lehrhaupt & Kakoyiannis PC. *

   10.1.1           Letter Agreement among the Registrant, Maxim Group LLC and
                    Steven Wasserman.

   10.1.2           Letter Agreement among the Registrant, Maxim Group LLC and
                    Tukwila Group LLC.

   10.1.3           Letter Agreement among the Registrant, Maxim Group LLC and
                    Robert B. Blaha.

   10.1.4           Letter Agreement among the Registrant, Maxim Group LLC and
                    Michael Weinstein.

   10.1.5           Letter Agreement among the Registrant, Maxim Group LLC and
                    Carol A. DiBattiste.

   10.1.6           Letter Agreement among the Registrant, Maxim Group LLC and
                    Robert T. Herres.

   10.1.7           Letter Agreement among the Registrant, Maxim Group LLC and
                    Gary E. Johnson.

   10.1.8           Letter Agreement among the Registrant, Maxim Group LLC and
                    Ronald R. Fogleman.

   10.1.9           Letter Agreement among the Registrant, Maxim Group LLC and
                    Laura Haffner.

   10.2             Form of Investment Management Trust Agreement between
                    American Stock Transfer & Trust Company and the
                    Registrant.*

   10.3             Form of Stock Escrow Agreement between the Registrant,
                    American Stock Transfer & Trust Company and the Initial
                    Stockholders. *

   10.4             Form of Registration Rights Agreement among the Registrant
                    and the Initial Stockholders.*

   10.5.1           Office Services Agreement by and between the Registrant
                    and ASG Management, Inc.

   10.6.1           Promissory Note, dated May 18, 2005, issued to Steven
                    Wasserman, in the principal amount of $137,802.50.

   10.6.2           Promissory Note, dated May 18, 2005, issued to Robert
                    Blaha, in the principal amount of $50,000.

   10.7             Form of Unit Option Purchase Agreement between the
                    Registrant and Maxim Group LLC.*

   10.8             Form of Warrant Purchase Agreement by and between the
                    Registrant, Steven Wasserman and Maxim Group LLC. *

   23.1             Consent of Goldstein Golub Kessler LLP

   23.2             Consent of Eiseman Levine Lehrhaupt & Kakoyiannis PC
                    (included in Exhibit 5.1). *

   24               Power of Attorney (included in signature page to
                    Registration Statement).

*   to be filed by amendment


                                      II-5

<PAGE>
ITEM 17. UNDERTAKINGS

   (a) The undersigned registrant hereby undertakes:

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

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

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

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

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

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

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

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

   (d) The undersigned registrant hereby undertakes that:

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

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


                                      II-6

<PAGE>
                                   SIGNATURE


   Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of New York, State of New
York, on the 31st day of August, 2005.

                                 ALPHA SECURITY GROUP CORPORATION

                                 By: /s/ Steven M. Wasserman
                                      -----------------------------------------
                                     Name: Steven M. Wasserman
                                     Title: Chief Executive Officer and
                                     President


                               POWER OF ATTORNEY

   KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Steven M. Wasserman his true and lawful
attorney-in-fact, with full power of substitution and resubstitution for him
and in his name, place and stead, in any and all capacities to sign any and
all amendments including post-effective amendments to this registration
statement, and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange
Commission, hereby ratifying and confirming all that said attorney-in-fact or
his substitute, each acting alone, may lawfully do or cause to be done by
virtue thereof.

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

<TABLE>
<CAPTION>
                  NAME                                            POSITION                                        DATE
                  ----                                            --------                                        ----
<S>                                        <C>                                                       <C>
/s/ Steven M. Wasserman                    Chief Executive Officer, President, Secretary and Co-             August 31, 2005
---------------------------------------    Chairman of the Board of Directors (Principal
Steven M. Wasserman                        Executive Officer, Principal Financial Officer and
                                           Principal Accounting Officer)


/s/ Gary E. Johnson                        Co-Chairman of the Board of Directors                             August 31, 2005
---------------------------------------
Gary E. Johnson


/s/ Robert B. Blaha                        Chief Management Officer,                                         August 31, 2005
---------------------------------------    Executive Vice President and a Director
Robert B. Blaha


/s/ Robert T. Herres                       Director                                                          August 31, 2005
---------------------------------------
Robert T. Herres


/s/ Carol A. DiBattiste                    Director                                                          August 31, 2005
---------------------------------------
Carol A. DiBattiste


/s/ Ronald R. Fogleman                     Director                                                          August 31, 2005
---------------------------------------
Ronald R. Fogleman
</TABLE>



                                      II-7

<PAGE>
                                 EXHIBIT INDEX


<TABLE>
<CAPTION>
EXHIBIT                            DESCRIPTION
  NO.
<S>          <C>
 1.1         Form of Underwriting Agreement. *

 1.2         Form of Selected Dealers Agreement. *

 3.1         Amended and Restated Certificate of Incorporation.

 3.2         By-laws.

 4.1         Specimen Unit Certificate.

 4.2         Specimen Common Stock Certificate.

 4.3         Specimen Warrant Certificate.

 4.4         Form of Warrant Agreement between American Stock Transfer & Trust Company and the Registrant. *

 5.1         Opinion of Eiseman Levine Lehrhaupt & Kakoyiannis PC. *

10.1.1       Letter Agreement among the Registrant, Maxim Group LLC and Steven Wasserman.

10.1.2       Letter Agreement among the Registrant, Maxim Group LLC and Tukwila Group LLC.

10.1.3       Letter Agreement among the Registrant, Maxim Group LLC and Robert B. Blaha.

10.1.4       Letter Agreement among the Registrant, Maxim Group LLC and Michael Weinstein.

10.1.5       Letter Agreement among the Registrant, Maxim Group LLC and Carol A. DiBattiste.

10.1.6       Letter Agreement among the Registrant, Maxim Group LLC and Robert T. Herres.

10.1.7       Letter Agreement among the Registrant, Maxim Group LLC and Gary E. Johnson.

10.1.8       Letter Agreement among the Registrant, Maxim Group LLC and Ronald R. Fogleman.

10.1.9       Letter Agreement among the Registrant, Maxim Group LLC and Laura Haffner.

10.2         Form of Investment Management Trust Agreement between American Stock Transfer & Trust Company and the Registrant.*

10.3         Form of Stock Escrow Agreement between the Registrant, American Stock Transfer & Trust Company and the Initial
             Stockholders. *

10.4         Form of Registration Rights Agreement among the Registrant and the Initial Stockholders.*

10.5.1       Office Services Agreement by and between the Registrant and ASG Management, Inc.

10.6.1       Promissory Note, dated May 18, 2005, issued to Steven Wasserman, in the amount of $137,802.50.

10.6.2       Promissory Note, dated May 18, 2005, issued to Robert Blaha, in the amount of $50,000.

10.7         Form of Unit Option Purchase Agreement between the Registrant and Maxim Group LLC.*

10.8         Form of Warrant Purchase Agreement by and between the Registrant, Steven Wasserman and Maxim Group LLC. *

23.1         Consent of Goldstein Golub Kessler LLP

23.2         Consent of Eiseman Levine Lehrhaupt & Kakoyiannis PC (included in Exhibit 5.1). *

24           Power of Attorney (included in signature page to Registration Statement).
</TABLE>




* to be filed by amendment
[{"type": "S-1", "sequence": "1", "filename": "b408330_s1.txt", "description": "S-1", "secsgml_size_bytes": 342784}]
{"company-data": {"conformed-name": "Alpha Security Group CORP", "cik": "0001329361", "irs-number": "030561397", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-1", "act": "33", "file-number": "333-127999", "film-number": "051062237"}, "business-address": {"street1": "328 WEST 77TH STREET", "city": "NEW YORK", "state": "NY", "zip": "10024", "phone": "212-877-1588"}, "mail-address": {"street1": "328 WEST 77TH STREET", "city": "NEW YORK", "state": "NY", "zip": "10024"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 31, 2005
                                                      FILE NO. 333-____________

===============================================================================
                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                ----------------
                                    FORM S-1

                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933
                                ----------------
                        ALPHA SECURITY GROUP CORPORATION
             (Exact name of registrant as specified in its charter)
DELAWARE                                        6770                                   03-0561397
         (State or other jurisdiction of                (Primary Standard Industrial                    (I.R.S. Employer
          incorporation or organization)                 Classification Code Number)                 Identification Number)
328 WEST 77TH STREET
                            NEW YORK, NEW YORK 10024
                                 (212) 877-1588
         (Address, including zip code, and telephone number, including
            area code, of registrant's principal executive offices)

                                ----------------
                              STEVEN M. WASSERMAN
                              328 WEST 77TH STREET
                            NEW YORK, NEW YORK 10024
                                 (212) 877-1588
           (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)
                                ----------------
                                   Copies to:
SAM SCHWARTZ, ESQ.                  DOUGLAS S. ELLENOFF, ESQ.
             EISEMAN LEVINE                      JODY R. SAMUELS, ESQ.
     LEHRHAUPT & KAKOYIANNIS, P.C.          ELLENOFF GROSSMAN & SCHOLE LLP
            845 THIRD AVENUE               370 LEXINGTON AVENUE, 19TH FLOOR
        NEW YORK, NEW YORK 10022               NEW YORK, NEW YORK 10017
             (212) 752-1000                         (212) 370-1300
Approximate date of commencement of proposed sale to the public: As soon as
practicable after the effective date of this registration statement.

   If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933 check the following box. |X|

   If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. |_|

   If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. |_|

   If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. |_|

   If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. |X|

                        CALCULATION OF REGISTRATION FEE
----------------------------------------------------------------------------------------------------------------------------------
                                                                         PROPOSED MAXIMUM    PROPOSED MAXIMUM
                 TITLE OF EACH CLASS OF                  AMOUNT TO BE     OFFERING PRICE    AGGREGATE OFFERING       AMOUNT OF
              SECURITIES TO BE REGISTERED                 REGISTERED       PER UNIT(1)           PRICE(1)         REGISTRATION FEE
 ----------------------------------------------------------------------------------------------------------------------------------
Units, each consisting of one share of Common Stock,
  $.0001 par value, and one Warrant (2) ..............     9,200,000          $8.00            $ 73,600,000           $ 8,663
 ----------------------------------------------------------------------------------------------------------------------------------
Shares of Common Stock included as part of the
  Units(2) ...........................................     9,200,000             --                      --                --(3)
 ----------------------------------------------------------------------------------------------------------------------------------
Warrants included as part of the Units(2) ............     9,200,000             --                      --                --(3)
 ----------------------------------------------------------------------------------------------------------------------------------
Shares of Common Stock underlying the Warrants
  included in the Units (4) ..........................     9,200,000          $6.00            $ 55,200,000           $ 6,497
 ----------------------------------------------------------------------------------------------------------------------------------
Representative's Unit Purchase Option ................             1          $ 100            $        100           $     0
 ----------------------------------------------------------------------------------------------------------------------------------
Units underlying the Representative's Unit Purchase
  Option ("Representative's Units")(4) ...............       560,000          $8.80            $  4,928,000           $   580
 ----------------------------------------------------------------------------------------------------------------------------------
Shares of Common Stock included as part of the
  Representative's Units(4) ..........................       560,000             --                      --                --(3)
 ----------------------------------------------------------------------------------------------------------------------------------
Warrants included as part of the Representative's
  Units(4) ...........................................       560,000             --                      --                --(3)
 ----------------------------------------------------------------------------------------------------------------------------------
Shares of Common Stock underlying the Warrants
  included in the Representative's Units(4) ..........       560,000          $6.00            $  3,360,000           $   395
 ----------------------------------------------------------------------------------------------------------------------------------
Total ................................................                                         $137,088,100           $16,135
 ----------------------------------------------------------------------------------------------------------------------------------
(1) Estimated solely for the purpose of calculating the registration fee.
(2) Includes 1,200,000 Units and 1,200,000 shares of Common Stock and 1,200,000
    Warrants underlying such Units which may be issued on exercise of a 45-day
    option granted to the Underwriters to cover over-allotments, if any.
(3) No fee pursuant to Rule 457(g).
(4) Pursuant to Rule 416, there are also being registered such indeterminable
    additional securities as may be issued as a result of the anti-dilution
    provisions contained in the Warrants.

   THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS
REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH
SECTION 8(a) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(a), MAY DETERMINE.
===============================================================================
PRELIMINARY PROSPECTUS                   SUBJECT TO COMPLETION, AUGUST 31, 2005

                                  $64,000,000

                        ALPHA SECURITY GROUP CORPORATION

                                8,000,000 UNITS

   This is the initial public offering of our securities. We are offering
8,000,000 units, each unit consisting of one share of common stock and one
warrant to purchase one share of common stock. Prior to this offering no
public market has existed for the units, our common stock or the warrants.
This offering is being made on a firm commitment basis. The initial public
offering price of our units is $8.00 per unit.

   We intend to apply to have our units quoted on the OTC Bulletin Board under
the symbol "_______" on or promptly after the date of this prospectus. Once
the securities comprising the units begin separate trading, the common stock
and warrants will be traded on the OTC Bulletin Board under the symbols
"_______" and "_______", respectively.

   INVESTING IN OUR SECURITIES INVOLVES A HIGH DEGREE OF RISK. SEE "RISK
FACTORS" BEGINNING ON PAGE 9 OF THIS PROSPECTUS FOR A DISCUSSION OF
INFORMATION THAT SHOULD BE CONSIDERED IN CONNECTION WITH AN INVESTMENT IN OUR
SECURITIES.

   NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF
THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
UNDERWRITING
                                                                                   PUBLIC         DISCOUNT AND     PROCEEDS, BEFORE
                                                                               OFFERING PRICE    COMMISSIONS (1)    EXPENSES, TO US
                                                                               --------------    ---------------   ----------------
Per unit...................................................................      $      8.00       $     0.48         $      7.52
Total......................................................................      $64,000,000       $3,840,000         $60,160,000
---------------
(1) Does not include a non-accountable expense allowance in the amount of 2% of
    the gross proceeds, or $.16 per unit ($1,280,000 in total) payable to Maxim
    Group LLC, or an additional amount of 1% of the gross proceeds, or $0.08
    per unit ($640,000 in total, or $736,000 in total if the over-allotment
    option is exercised in full by the underwriters), payable to Maxim Group
    LLC, upon consummation of a business combination.

   Of the net proceeds we receive from this offering, $57,210,000 ($7.15 per
unit), or $66,059,250 ($7.18 per unit) if the over-allotment option is
exercised in full by the underwriters, will be deposited into a trust account
at JP Morgan Chase NY Bank maintained by American Stock Transfer & Trust
Company, acting as trustee.

   The underwriters may also purchase up to 1,200,000 of our units from us at
the public offering price, less underwriting discounts and commissions, within
45 days from the date of this prospectus, to cover over-allotments, if any.
                                ----------------

   Maxim Group LLC, acting as representative of the underwriters, expects to
deliver our securities to investors in the offering on or about
______________, 2005.

                                MAXIM GROUP LLC

                            __________________, 2005

The information in this prospectus is not complete and may be changed. We may
not sell these securities until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an
offer to sell these securities and it is not soliciting an offer to buy these
securities in any state where the offer or sale is not permitted.
TABLE OF CONTENTS
PAGE
                                                                            ----
Prospectus Summary ......................................................      1
Summary Financial Data ..................................................      8
Risk Factors ............................................................      9
Use of Proceeds .........................................................     25
Dilution ................................................................     28
Capitalization ..........................................................     29
Management's Discussion and Analysis of Financial Condition and Results
  of Operations..........................................................     30
Proposed Business .......................................................     32
Management ..............................................................     45
Principal Stockholders ..................................................     50
Certain Relationships and Related Transactions ..........................     52
Description of Securities ...............................................     54
Underwriting ............................................................     58
Legal Matters ...........................................................     62
Experts .................................................................     62
Where You Can Find Additional Information ...............................     63
Index to Financial Statements ...........................................    F-1
YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED OR INCORPORATED BY
REFERENCE IN THIS PROSPECTUS. WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU
WITH DIFFERENT INFORMATION. WE ARE NOT MAKING AN OFFER OF THESE SECURITIES IN
ANY JURISDICTION WHERE THE OFFER IS NOT PERMITTED. YOU SHOULD NOT ASSUME THAT
THE INFORMATION IN THIS PROSPECTUS IS ACCURATE AS OF ANY DATE OTHER THAN THE
DATE ON THE FRONT COVER OF THIS PROSPECTUS.

   THIS PROSPECTUS CONTAINS FORWARD-LOOKING STATEMENTS THAT INVOLVE SUBSTANTIAL
RISKS AND UNCERTAINTIES AS THEY ARE NOT BASED ON HISTORICAL FACTS, BUT RATHER
ARE BASED ON CURRENT EXPECTATIONS, ESTIMATES AND PROJECTIONS ABOUT OUR
INDUSTRY, OUR BELIEFS, AND OUR ASSUMPTIONS. THESE STATEMENTS ARE NOT
GUARANTEES OF FUTURE PERFORMANCE AND ARE SUBJECT TO RISKS, UNCERTAINTIES, AND
OTHER FACTORS, SOME OF WHICH ARE BEYOND OUR CONTROL AND DIFFICULT TO PREDICT
AND COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE EXPRESSED OR
FORECASTED IN THE FORWARD-LOOKING STATEMENTS. YOU SHOULD NOT PLACE UNDUE
RELIANCE ON ANY FORWARD-LOOKING STATEMENTS, WHICH APPLY ONLY AS OF THE DATE OF
THIS PROSPECTUS.

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

                                       i
PROSPECTUS SUMMARY

   This summary highlights certain information appearing elsewhere in this
prospectus. For a more complete understanding of this offering, you should
read the entire prospectus carefully, including the risk factors and the
financial statements. Unless otherwise stated in this prospectus, references
to "we," "us" or "our company" refer to Alpha Security Group Corporation.
Unless we tell you otherwise, the information in this prospectus assumes that
the underwriters will not exercise their over-allotment option and that Maxim
Group LLC has not exercised its purchase option.

   Unless we tell you otherwise, the term "business combination" as used in
this prospectus means an acquisition, through a merger, capital stock
exchange, asset acquisition or other similar business combination, of one or
more operating businesses in the homeland security or defense industries or a
combination thereof. As used in this prospectus, a "target business" shall
include assets or an operating business in the homeland security or defense
industries or a combination thereof. In addition, unless we tell you
otherwise, the term "initial stockholder" as used in this prospectus refers to
those persons that held shares of our common stock prior to the date of this
prospectus. Further, unless we tell you otherwise, the term "public
stockholder" as used in this prospectus refers to those persons that purchase
the securities offered by this prospectus and any of our initial stockholders
that purchase these securities either in this offering or afterwards, provided
that our initial stockholders' status as "public stockholders" shall only
exist with respect to those securities so purchased. Unless the context
indicates otherwise, numbers in this prospectus have been rounded and are,
therefore, approximate.

THE COMPANY

   We are a recently organized Delaware blank check company formed for the
purpose of acquiring, through a merger, capital stock exchange, asset
acquisition or other similar business combination, one or more domestic or
international operating businesses in the homeland security or defense
industries or a combination thereof. We do not have any specific merger,
capital stock exchange, asset acquisition or other business combination under
consideration and we have not, nor has anyone on our behalf, contacted any
potential target business or had any discussions, formal or otherwise, with
respect to such a transaction. To date our efforts have been limited to
organizational activities as well as activities related to this offering.

   Beginning with the terrorist attacks on September 11, 2001 and continuing
with our country's war on global terrorism, homeland security has become of
paramount importance in the United States and around the world. Unfortunately,
the events of September 11, 2001 exposed the fact that one of the greatest
strengths of our society - its openness and interconnectedness - can also be
one of its greatest vulnerabilities. Such events have driven the need for
improved protection of our coastline, airlines, railroads, ports, and
manufacturing facilities. We believe that our country's homeland security
depends upon developing and maximizing the use of new technologies, adopting
industry-wide standards and shortening the cycle between innovation and
security applications. According to the Civitas Group, a strategic advisory
and investment services firm serving the homeland security market, the United
States homeland security market is projected to be approximately $23.4 billion
and the global homeland security market is projected to be approximately $42.4
billion in 2005. In addition, by 2015 the global homeland security market is
projected to exceed $170 billion, according to Homeland Security Research
Corp., a homeland security market research firm.

   As a result of September 11, 2001 and the war on global terrorism, many
defense industry-based companies expanded their businesses into the homeland
security industry in order to take advantage of their existing government
sales channels and expand the market for their products and services.
Accordingly, we may purchase one or more operating businesses engaged in the
homeland security industry or the defense industry or a combination thereof,
in order to similarly capitalize on their existing government contracts and
relationships.

   Defense spending is projected to exceed $420 billion in government fiscal
year 2005, a 5.5% increase over government fiscal year 2004. The President's
proposed budget for government fiscal year 2006 includes defense spending of
$441 billion, a 4.8% increase over government fiscal year 2005 projections. If
adopted, this would be the largest defense budget in history in actual
dollars. The 2006 Department of Defense spending plan submitted to Congress
includes a 25.5% increase over the next six years.

                                       1
Our management, board of directors and special advisor have established an
extensive network of relationships from which to identify and generate
acquisition opportunities within the homeland security and defense industries.
Certain of our directors have extensive experience in the defense sector and
more recently in homeland security, including serving at the highest levels of
the United States Armed Forces and the Department of Homeland Security. In
addition, we believe the experience of our officers and directors in
investment banking and private equity investments will be beneficial in
structuring and consummating a business combination.

   We are focused on a business combination in the homeland security or defense
industries, or a combination thereof, which includes, among others, the
following sectors:

   o nuclear and radiological prevention;

   o ground transport security;

   o aviation security;

   o port and maritime security;

   o border security;

   o physical infrastructure protection;

   o cyber security;

   o emergency preparedness and response;

   o bioterrorism prevention;

   o counterterrorism and law enforcement;

   o domestic and foreign intelligence;

   o information technology solutions, systems engineering and operation,
     management and support services to the U.S. Department of Defense and
     other U.S. government agencies; and

   o support services related to defense for the various U.S. national
     laboratories.

   While we may seek to effect business combinations with more than one target
business in the homeland security or defense industries or a combination
thereof, our initial business combination must be for assets or with a target
business the fair market value of which is at least equal to 80% of our net
assets at the time of such acquisition. Consequently, it is likely that we
will have the ability to effect only a single business combination.

   We do not have any specific business combination under consideration and we
have not, nor has anyone on our behalf, contacted any prospective target
business or had any discussions, formal or otherwise, with respect to such a
transaction. Moreover, we have not engaged or retained any agent or other
representative to identify or locate any suitable acquisition candidate for
us.

   Our officers and directors will not receive any compensation in this
offering other than reimbursement for out-of-pocket expenses incurred by them
on our behalf, which includes an aggregate of $187,800 in loans that they made
to us in May, 2005. After the consummation of a business combination, if any,
to the extent they remain as officers of the resulting business, we anticipate
that they may enter into employment agreements, the terms of which shall be
negotiated and which we expect to be comparable to employment agreements with
other similarly-situated companies in the homeland security and/or defense
industries. Further, after the consummation of a business combination, if any,
to the extent such persons remain as directors of the resulting business, we
anticipate that they will receive compensation comparable to directors at
other similarly-situated companies in the homeland security and/or defense
industries.

   In addition, we have agreed to pay ASG Management, Inc., our affiliated
third party of which Messrs. Wasserman and Blaha are principals, approximately
$7,500 per month for office space and certain additional general and
administrative services.

   Our executive offices are located at 328 West 77th Street, New York, New
York, 10024, and our telephone number at that location is (212) 877-1588.

                                       2
THE OFFERING

   In making your decision on whether to invest in our securities, you should
take into account not only the backgrounds of our management team and the
homeland security and defense industries targeted by us for an acquisition,
but also the special risks we face as a blank check company, as well as the
fact that this offering is not being conducted in compliance with Rule 419
promulgated under the Securities Act of 1933, as amended, and, therefore, you
will not be entitled to protections normally afforded to investors in Rule 419
blank check offerings. You should carefully consider these and the other risks
set forth in the section entitled "Risk Factors" beginning on page 9 of this
prospectus.

Securities offered: . . . . . . .  8,000,000 units, at $8.00 per unit, each
                                   unit consisting of:

                                      o one share of common stock; and

                                      o one warrant

                                   The units will begin trading on or promptly
                                   after the date of this prospectus. Each of
                                   the common stock and warrants may trade
                                   separately on the 90th day after the date
                                   of this prospectus unless Maxim Group LLC,
                                   the representative of the underwriters,
                                   determines that an earlier date is
                                   acceptable. In no event will Maxim Group
                                   LLC allow separate trading of the common
                                   stock and warrants until we file an audited
                                   balance sheet reflecting our receipt of the
                                   gross proceeds of this offering. We will
                                   file a Current Report on Form 8-K,
                                   including an audited balance sheet, upon
                                   the consummation of this offering, which is
                                   anticipated to take place three business
                                   days from the date of this prospectus. The
                                   audited balance sheet will include proceeds
                                   we receive from the exercise of the over-
                                   allotment option if the over-allotment
                                   option is exercised prior to the filing of
                                   the Current Report on Form 8-K. If the
                                   over-allotment option is exercised
                                   following the initial filing of the 8-K, an
                                   amended Form 8-K will be filed to provide
                                   updated financial information reflecting
                                   the exercise of the over-allotment option.
                                   For more information, see "Description of
                                   Securities - Units."

Common stock:

 Number outstanding before
    this offering:. . . . . . . .  2,000,000 shares

 Number to be outstanding
    after this offering:. . . . .  10,000,000 shares

Warrants:

 Number outstanding before
    this offering:. . . . . . . .  0 warrants

 Number to be outstanding after
    this offering:. . . . . . . .  8,000,000 warrants

                                       3
Exercisability:  . . . . . . . .  Each warrant is exercisable for one share
                                   of common stock. The warrants, at the
                                   option of the holder, may be exercised by
                                   cash payment of the exercise price or by
                                   "cashless exercise." A "cashless exercise"
                                   means that in lieu of paying the aggregate
                                   exercise price for the shares of common
                                   stock being purchased upon exercise of the
                                   warrants in cash, the holder will forfeit a
                                   number of shares underlying the warrants
                                   with a market value equal to such aggregate
                                   exercise price. We will not receive
                                   additional proceeds to the extent the
                                   warrants are exercised by cashless
                                   exercise.

 Exercise price:  . . . . . . . .  $6.00 per share

 Exercise period: . . . . . . . .  The warrants will become exercisable on the
                                   later of:

                                      o the completion of a business
                                        combination with a target business, or

                                      o _________________, 2006 [ONE YEAR FROM
                                        THE DATE OF THIS PROSPECTUS]

                                   The warrants will expire at 5:00 p.m., New
                                   York City time, on ________________, 2009
                                   [FOUR YEARS FROM THE DATE OF THIS
                                   PROSPECTUS] or earlier upon redemption.

 Redemption:  . . . . . . . . . .  We may redeem the outstanding warrants:

                                      oin whole and not in part,

                                      o at a price of $.01 per warrant at any
                                        time after the warrants become
                                        exercisable,

                                      o upon a minimum of 30 days' prior
                                        written notice of redemption, and

                                      o if, and only if, the last sale price of
                                        our common stock equals or exceeds
                                        $11.50 per share for any 20 trading
                                        days within a 30 trading day period
                                        ending three business days before we
                                        send the notice of redemption.

                                   We have established these criteria to
                                   provide warrant holders with a premium to
                                   the initial warrant exercise price as well
                                   as a degree of liquidity to cushion the
                                   market reaction, if any, to our redemption
                                   call. If the foregoing conditions are
                                   satisfied and we call the warrants for
                                   redemption, each warrant holder shall then
                                   be entitled to exercise his or her warrant
                                   prior to the date scheduled for redemption,
                                   by payment of the exercise price in cash or
                                   on a "cashless exercise" basis in lieu of
                                   paying the exercise price in cash as
                                   described in this prospectus. However,
                                   there can be no assurance that the price of
                                   the common stock will exceed the call
                                   trigger price or the warrant exercise price
                                   after the redemption call is made.

 Management Warrant Purchase: . .  Steven M. Wasserman, our chief executive
                                   officer, president and co-chairman of the
                                   board of directors, or his affiliates or
                                   designees, has agreed to purchase up to
                                   $1,000,000 of our warrants in the open
                                   market, at a price per warrant not to
                                   exceed $1.20, within 60 days of such
                                   warrants being separately tradeable. These
                                   warrants will not be sold by Mr. Wasserman
                                   or his designees until the consummation of
                                   a business combination. Maxim Group LLC has
                                   also agreed to purchase up to $500,000 of
                                   our warrants in the open

                                       4
market on similar terms; however, Maxim
                                   Group LLC may sell its warrants prior to
                                   the consummation of a business combination.

Proposed OTC Bulletin Board
  symbols for our:

   Units: . . . . . . . . . . . .  "_____"

   Common Stock:. . . . . . . . .  "_____"

   Warrants:. . . . . . . . . . .  "_____"

Offering proceeds to be
  held in trust: . . . . . . . .   $57,210,000 of the proceeds of this offering
                                   ($7.15 per unit), or $66,059,250 ($7.18 per
                                   unit) if the underwriters exercise the
                                   over-allotment option in full, will be placed
                                   in a trust account at JP Morgan Chase NY Bank
                                   maintained by American Stock Transfer & Trust
                                   Company, pursuant to an agreement to be
                                   signed on the date of this prospectus. These
                                   proceeds will not be released until the
                                   earlier of the completion of a business
                                   combination or our liquidation. Therefore,
                                   unless and until a business combination is
                                   consummated, the proceeds held in the trust
                                   account will not be available for our use for
                                   any expenses related to this offering or
                                   expenses which we may incur related to the
                                   investigation and selection of a target
                                   business and the negotiation of an agreement
                                   to acquire a target business. These expenses
                                   may be paid prior to a business combination
                                   only from the net proceeds of this offering
                                   not held in the trust account (initially,
                                   approximately $1,236,000, or $1,410,750 if
                                   the underwriters exercise the over- allotment
                                   option in full) after the payment of the
                                   expenses relating to this offering. For more
                                   information, see the section entitled "Use of
                                   Proceeds." 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 a
                                   "no-shop" 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 the 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.

                                   None of the warrants may be exercised until
                                   the later of our completion of a business
                                   combination or ________________, 2006 [ONE
                                   YEAR FROM THE DATE OF THIS PROSPECTUS], and
                                   thus, after the proceeds of the trust
                                   account have been disbursed, the warrant
                                   exercise price will be paid directly to us,
                                   except we will not receive proceeds to the
                                   extent the warrants are exercised by
                                   cashless exercise. For more information,
                                   see the section entitled "Description of
                                   Securities - Warrants."

Stockholders must approve
  business combination: . . . . .  We will seek stockholder approval before we
                                   effect any business combination, even if
                                   the nature of the acquisition would not
                                   ordinarily require stockholder approval
                                   under applicable state law. In connection
                                   with the vote required for any business
                                   combination, all of our initial
                                   stockholders, including all of our officers
                                   and

                                       5
directors, have agreed to vote the shares
                                   of common stock owned by them immediately
                                   before this offering in accordance with the
                                   majority of the shares of common stock
                                   voted by the public stockholders. In
                                   addition, our existing stockholders have
                                   agreed to vote any shares of common stock
                                   acquired in or following this offering in
                                   favor of the business combination submitted
                                   to our stockholders for approval.
                                   Accordingly, they will not be able to
                                   exercise conversion rights with respect to
                                   a potential business combination. We 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 this offering vote
                                   against the business combination and,
                                   subsequently, exercise their conversion
                                   rights described below. For more
                                   information, see the section entitled
                                   Proposed Business - Effecting a Business
                                   Combination - Opportunity for stockholder
                                   approval of a business combination."

                                   Voting against the business combination
                                   alone will not result in conversion of a
                                   stockholder's shares into a pro rata share
                                   of the trust account. Such stockholder must
                                   have also exercised its conversion rights
                                   described below.

                                   We will not enter into any business
                                   combination with any affiliates of our
                                   initial stockholders, officers or directors
                                   without obtaining an opinion from an
                                   independent investment banking firm that a
                                   business combination with any such company
                                   is fair to our stockholders from a
                                   financial point of view.

Conversion rights for stockholders
  voting to reject a business
  combination:. . . . . . . . . .  Public stockholders voting against a
                                   business combination will be entitled to
                                   convert their stock into a pro rata share
                                   of the trust account, including any
                                   interest earned thereon, if the business
                                   combination is approved and completed.
                                   Public stockholders that convert their
                                   stock into their pro rata share of the
                                   trust account will continue to have the
                                   right to exercise any warrants they may
                                   hold. Because the initial per share
                                   conversion price is $7.15 per share (plus
                                   any interest), which is lower than the
                                   $8.00 per unit price paid in the offering
                                   and, which may be lower than the market
                                   price of the common stock on the date of
                                   the conversion, there may be a disincentive
                                   on the part of public stockholders to
                                   exercise their conversion rights. The term
                                   public stockholders means the holders of
                                   common stock sold as part of the units in
                                   this offering or in the open market,
                                   including any of our initial stockholders
                                   that purchase these securities either in
                                   this offering or in the open market. For
                                   more information see the section entitled
                                   "Proposed Business - Effecting a Business
                                   Combination - Conversion rights."

Liquidation if no business
  combination:. . . . . . . . . .  We will dissolve and promptly distribute
                                   only to our public stockholders the amount
                                   in our trust account plus any remaining net
                                   assets if we do not effect a business
                                   combination within 18 months after
                                   consummation of this offering (or within 24
                                   months from the consummation of this
                                   offering if a letter of intent,

                                       6
agreement in principle or definitive
                                   agreement has been executed within 18
                                   months after consummation of this offering
                                   and the business combination has not yet
                                   been consummated within such 18 month
                                   period). The initial stockholders have
                                   agreed to waive their respective rights to
                                   participate in any liquidation distribution
                                   occurring upon our failure to consummate a
                                   business combination, but only with respect
                                   to those shares of common stock acquired by
                                   them prior to this offering. They will
                                   participate in any liquidation distribution
                                   with respect to any shares of common stock
                                   acquired in connection with or following
                                   this offering. There will be no
                                   distribution from the trust account with
                                   respect to our warrants, and all rights
                                   with respect to our warrants will
                                   effectively cease upon our liquidation. For
                                   more information, see the section entitled
                                   "Proposed Business - Effecting a Business
                                   Combination - Liquidation if no business
                                   combination."

Escrow of initial stock-
  holders' shares:                 On the date of this prospectus, all of our
                                   initial stockholders, including all of our
                                   officers and directors, will place the shares
                                   they owned before this offering into an
                                   escrow account maintained by American Stock
                                   Transfer & Trust Company, acting as escrow
                                   agent. Subject to certain limited exceptions,
                                   such as transfers to family members and
                                   trusts for estate planning purposes and upon
                                   death while remaining subject to the escrow
                                   agreement, these shares will not be
                                   transferable during the escrow period and
                                   will not be released from escrow until
                                   ______________, 2008 [THREE YEARS FROM THE
                                   DATE OF THIS PROSPECTUS], unless we receive
                                   the approval of our public stockholders to
                                   release the shares from escrow or we were to
                                   consummate a transaction after the
                                   consummation of the initial business
                                   combination which results in all of the
                                   stockholders of the combined entity having
                                   the right to exchange their shares of common
                                   stock for cash, securities or other property.
                                   For more information, see the section
                                   entitled "Principal Stockholders."

                                       7
SUMMARY FINANCIAL DATA

   The following table summarizes the relevant financial data for our business
and should be read with our financial statements, which are included in this
prospectus. To date, our efforts have been limited to organizational
activities relating to this offering, so only balance sheet data is presented.
JULY 18, 2005
                                                          ----------------------
                                                           ACTUAL    AS ADJUSTED
                                                          --------   -----------
Balance Sheet Data:
 Working capital/(deficiency) ........................    $(12,977)  $58,465,523
 Total assets ........................................     208,261    58,465,523
 Total liabilities ...................................     188,738            --
 Value of common stock which may be converted to cash
  ($7.15 per share)...................................          --    11,434,280
 Stockholders' equity ................................      19,523    47,031,263
The "as adjusted" information gives effect to the sale of the units we are
offering including the application of the related gross proceeds and the
payment of the estimated remaining costs from such sale.

   The working capital (as adjusted) and total assets (as adjusted) amounts
include the $57,210,000, or $66,059,250 if the underwriter's over-allotment
option is exercised in full, to be held in the trust account, which will be
available to us only upon the consummation of a business combination within
the time period described in this prospectus. If a business combination is not
so consummated, we will be dissolved and the proceeds held in the trust
account will be distributed solely to our public stockholders. The term public
stockholders means the holders of common stock sold as part of the units in
this offering or in the open market, including any initial stockholders to the
extent that they purchase or acquire such shares.

   We will not proceed with a business combination if public stockholders
owning 20% or more of the shares sold in this offering vote against the
business combination and exercise their conversion rights. Accordingly, we may
effect a business combination if public stockholders owning less than 20% of
the shares sold in this offering exercise their conversion rights. If this
occurred, we would be required to convert to cash up to approximately 19.99%
of the 8,000,000 shares of common stock sold in this offering, or 1,599,200
shares of common stock, at an initial per-share conversion price of $7.15,
without taking into account interest earned on the trust account. The actual
per-share conversion price will be equal to:

   o the amount in the trust account, including all accrued interest, as of
     two business days prior to the proposed consummation of the business
     combination,

   o divided by the number of shares of common stock sold in this offering.

                                       8
RISK FACTORS

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

                   RISKS ASSOCIATED WITH OUR CURRENT BUSINESS

   WE ARE A NEWLY FORMED COMPANY WITH NO OPERATING HISTORY AND, ACCORDINGLY,
YOU WILL NOT HAVE ANY BASIS ON WHICH TO EVALUATE OUR ABILITY TO ACHIEVE OUR
BUSINESS OBJECTIVE.

   We are a recently formed company with no operating results to date and our
efforts to date have been limited to organizational activities as well as
activities related to this offering. Therefore, our ability to begin
operations is dependent upon obtaining financing through the public offering
of our securities. Since we do not have any operations or an operating
history, you will have no basis upon which to evaluate our ability to achieve
our business objective, which is to acquire one or more domestic or
international assets or an operating business in the homeland security or
defense industries or a combination thereof. We do not have any specific
merger, capital stock exchange, asset acquisition or other business
combination under consideration and we have not, nor has anyone on our behalf,
contacted any potential target business or had any discussions, formal or
otherwise, with respect to such a transaction. Moreover, we have not engaged
or retained any agent or other representative to identify or locate any
suitable acquisition candidate for us. We will not generate any revenues
(other than interest income on the proceeds of this offering) until, at the
earliest, after the consummation of a business combination.

   WE MAY NOT BE ABLE TO CONSUMMATE A BUSINESS COMBINATION WITHIN THE REQUIRED
TIMEFRAME, IN WHICH CASE, WE WOULD BE FORCED TO LIQUIDATE.

   We must complete a business combination with a fair market value of at least
80% of our net assets at the time of acquisition within 18 months after the
consummation of this offering (or within 24 months after the consummation of
this offering if a letter of intent, agreement in principle or a definitive
agreement has been executed within 18 months after the consummation of this
offering and the business combination relating thereto has not yet been
consummated within such 18 month period). If we fail to consummate a business
combination within the required time frame, we will be forced to liquidate our
assets. We may not be able to find suitable target businesses within the
required time frame. In addition, our negotiating position and our ability to
conduct adequate due diligence on any potential target may be reduced as we
approach the deadline for the consummation of a business combination. We do
not have any specific business combination under consideration, and neither
we, nor any representative acting on our behalf, has had any contacts with any
target business regarding a business combination.

   IF WE ARE FORCED TO LIQUIDATE BEFORE A BUSINESS COMBINATION, OUR PUBLIC
STOCKHOLDERS WILL RECEIVE LESS THAN $8.00 PER SHARE UPON DISTRIBUTION OF THE
TRUST ACCOUNT AND OUR WARRANTS WILL EXPIRE WORTHLESS.

   If we are unable to complete a business combination and are forced to
liquidate our assets, the per-share liquidation will be less than $8.00
because of the expenses of this offering, our general and administrative
expenses and the anticipated costs of seeking a business combination after
this offering. Furthermore, the warrants will expire worthless if we liquidate
before the completion of a business combination. For a more complete
discussion of the effects on our stockholders if we are unable to complete a
business combination, see the section entitled "Proposed Business -- Effecting
a Business Combination--Liquidation if no business combination."

   YOU WILL NOT BE ENTITLED TO PROTECTIONS NORMALLY AFFORDED TO INVESTORS OF
BLANK CHECK COMPANIES.

   Since the net proceeds of this offering are intended to be used to complete
a business combination with a target business that has not been identified, we
may be deemed to be a "blank check" company under the United States securities
laws. However, since we will have net tangible assets in excess of $5,000,000
upon the consummation of this offering and will file a Current Report on Form
8-K with the SEC within three

                                       9
business days of the consummation of this offering, including an audited
balance sheet demonstrating this fact, we are exempt from rules promulgated by
the SEC to protect investors in blank check companies such as Rule 419.
Accordingly, investors will not be afforded the benefits or protections of
those rules. Because we are not subject to Rule 419, our units will be
immediately tradeable and we will have a longer period of time within which to
complete a business combination in certain circumstances. For a more detailed
comparison of our offering to offerings under Rule 419, see the section
entitled "Proposed Business -- Comparison to Offerings of Blank Check
Companies."

   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.

    Since August 2003, based upon publicly available information,
approximately 24 similarly structured blank check companies have completed
initial public offerings and over 20 similarly structured companies have filed
registration statements with the SEC seeking to go public. Of these companies,
only one company has consummated a business combination, while three other
companies have announced they have entered into a definitive agreement for a
business combination, but have not consummated such business combination.
Accordingly, there are approximately 20 blank check companies with more than
$900 million in trust that are seeking to carry out a business plan similar to
our business plan, including approximately $170 million for two companies
seeking business combinations specifically in the homeland security and
defense industries. While, like us, some of those companies have specific
industries that they must complete a business combination in, a number of them
may consummate a business combination in any industry they choose. We may
therefore be subject to competition from these and other companies seeking to
consummate a business plan similar to ours which will, as a result, increase
demand for privately-held companies to combine with companies structured
similarly to ours. Further, the fact that only one of such companies has
completed a business combination and three of such companies have entered into
a definitive agreement for a business combination may be an indication that
there are only a limited number of attractive target businesses available to
such entities or that many privately-held target businesses may not be
inclined to enter into business combinations with publicly held blank check
companies like us. We cannot assure you that we will be able to successfully
compete for an attractive business combination. Additionally, because of this
competition, we cannot assure you that we will be able to effectuate a
business combination within the required time periods. If we are unable to
find a suitable target business within such time periods, we will be forced to
liquidate.

   SINCE WE HAVE NOT CURRENTLY SELECTED A PROSPECTIVE TARGET BUSINESS WITH
WHICH TO COMPLETE A BUSINESS COMBINATION, INVESTORS IN THIS OFFERING ARE
UNABLE TO CURRENTLY ASCERTAIN THE MERITS OR RISKS OF THE TARGET BUSINESS'S
OPERATIONS.

   Since we have not yet selected or approached a prospective target, investors
in this offering have no current basis to evaluate the possible merits or
risks of the target business's operations. To the extent we complete a
business combination with a financially unstable company, an entity in its
development stage and/or an entity subject to unknown or unmanageable
liabilities, we may be affected by numerous risks inherent in the business
operations of those entities. Although our management will endeavor to
evaluate the risks inherent in a particular target business, we cannot assure
you that we will properly ascertain or assess all of the significant risk
factors. We also cannot assure you that an investment in our securities will
not ultimately prove to be less favorable to investors in this offering than a
direct investment, if an opportunity were available, in a target business. For
a more complete discussion of our selection of a target business, see the
section entitled "Proposed Business -- Effecting a Business Combination--We
have not selected or approached any target business."

   IF THIRD PARTIES BRING CLAIMS AGAINST US, THE PROCEEDS HELD IN TRUST COULD
BE REDUCED AND THE PER-SHARE LIQUIDATION PRICE RECEIVED BY STOCKHOLDERS WILL
BE LESS THAN $7.15 PER SHARE.

   Our placing of funds in trust may not protect those funds from third party
claims against us. Although we will seek to have all vendors, prospective
target businesses or other entities we engage execute agreements with us
waiving any right, title, interest or claim of any kind in or to any monies
held in the trust account for the benefit of our public stockholders, there is
no guarantee that they will execute such agreements, or even if they execute
such agreements that they would be prevented from bringing claims

                                       10
against the trust account. Examples of possible instances where we may engage
a third party that refused to execute a waiver include the engagement of a
third party consultant whose particular expertise or skills are believed by
management to be significantly superior to those of other consultants that
would agree to execute a waiver or in cases where management is unable to find
a provider of required services willing to provide the waiver. In any event,
our management would perform an analysis of the alternatives available to it
and would only enter into an agreement with a third party that did not execute
a waiver if management believed that such third party's engagement would be
significantly more beneficial to us than any alternative. In addition, there
is no guarantee that such entities will agree to waive any claims they may
have in the future as a result of, or arising out of, any negotiations,
contracts or agreements with us and will not seek recourse against the trust
account for any reason. Accordingly, the proceeds held in trust could be
subject to claims which could take priority over the claims of our public
stockholders and the per-share liquidation price could be less than the
initial $7.15 per share held in the trust account, plus interest, due to
claims of such creditors. If we are unable to complete a business combination
and are forced to liquidate, Steven M. Wasserman, our chief executive officer,
president and co-chairman of the board of directors, and Robert B. Blaha,
our chief management officer and executive vice president, will be personally
liable under certain circumstances (for example, if a vendor does not waive
any rights or claims to the trust account) to ensure that the proceeds in the
trust account are not reduced by the claims of certain prospective target
businesses and  vendors that are owed money by us for services rendered or
products sold to us, to the extent necessary to ensure that such claims do not
reduce the amount in the trust account. However, we cannot assure you that
Messrs. Wasserman and Blaha will be able to satisfy those obligations.

   WE MAY ISSUE SHARES OF OUR CAPITAL STOCK, INCLUDING CONVERTIBLE 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.

   Our certificate of incorporation authorizes the issuance of up to
100,000,000 shares of common stock, par value $.0001 per share, and 1,000,000
shares of preferred stock, par value $.0001 per share. Immediately after this
offering (assuming no exercise of the underwriters' over-allotment option),
there will be 82,800,000 authorized but unissued shares of our common stock
available for issuance (after appropriate reservation for the issuance of
shares upon full exercise of our outstanding warrants and the purchase option
issued to the representative of the underwriters) and all of the 1,000,000
shares of preferred stock available for issuance. Although we have no
commitments as of the date of this offering to issue our securities, we may
issue a substantial number of additional shares of our common stock or
preferred stock, or a combination of common and preferred stock, to complete a
business combination. The issuance of additional shares of our common stock or
any number of shares of our preferred stock:

   o may significantly reduce the equity interest of investors in this
     offering;

   o will likely cause a change in control if a substantial number of our
     shares of common stock are issued, which may affect, among other things,
     our ability to use our net operating loss carry forwards, if any, and
     most likely also result in the resignation or removal of our present
     officers and directors; and

   o may adversely affect prevailing market prices for our common stock.

   For a more complete discussion of the possible structure of a business
combination, see the section entitled "Proposed Business -- Effecting a
Business Combination -- Selection of a target business and structuring of a
business combination."

   WE MAY ISSUE NOTES OR OTHER DEBT SECURITIES, OR OTHERWISE INCUR SUBSTANTIAL
DEBT, TO COMPLETE A BUSINESS COMBINATION, WHICH MAY ADVERSELY AFFECT OUR
FINANCIAL CONDITION.

   Although we have no commitments as of the date of this offering to issue any
notes or other debt securities, or to otherwise incur outstanding debt, we may
choose to issue a substantial amount of notes or other debt securities, or opt
to incur substantial debt, or a combination of both, to complete a business
combination. If we finance the purchase of assets or operations through the
issuance of debt securities, it could result in:

                                       11
o default and foreclosure on our assets if our operating revenues after a
     business combination were insufficient to pay our debt obligations;

   o acceleration of our obligations to repay the indebtedness even if we have
     made all principal and interest payments when due, if the debt security
     contained covenants that required the maintenance of certain financial
     ratios or reserves and any such covenant was breached without a waiver or
     renegotiation of that covenant;

   o our immediate payment of all principal and accrued interest, if any, to
     the extent the debt security was payable on demand; and

   o our inability to obtain additional financing, if necessary, if the debt
     security contained covenants restricting our ability to obtain additional
     financing while such security was outstanding.

   For a more complete discussion of the possible structure of a business
combination, see the section entitled "Proposed Business -- Effecting a
Business Combination -- Selection of a target business and structuring of a
business combination."

   BECAUSE OF OUR LIMITED RESOURCES AND THE SIGNIFICANT COMPETITION FOR
BUSINESS COMBINATION OPPORTUNITIES, WE MAY NOT BE ABLE TO CONSUMMATE AN
ATTRACTIVE BUSINESS COMBINATION.

   In addition to other similarly situated blank check companies, we expect to
encounter intense competition from other entities having a business objective
similar to ours, including venture capital funds, leveraged buyout funds and
operating businesses competing for acquisitions. Many of these entities are
well established and have extensive experience in identifying and effecting
business combinations directly or through affiliates. Many of these
competitors possess greater technical, human and other resources than we do
and our financial resources will be relatively limited when contrasted with
those of many of these competitors. While we believe that there are numerous
potential target businesses that we could acquire with the net proceeds of
this offering, our ability to compete in acquiring certain sizable target
businesses will be limited by our available financial resources. This inherent
competitive limitation gives others an advantage in pursuing the acquisition
of certain target businesses. Further:

   o our obligation to seek stockholder approval of a business combination may
     delay the consummation of a transaction;

   o our obligation to convert shares of our common stock into cash for
     dissenting shareholders may reduce the resources available for a business
     combination; and

   o our outstanding warrants and the purchase option granted to the
     representative of the underwriters, and the future dilution they
     potentially represent, may not be viewed favorably by certain target
     businesses.

   Any of these obligations may place us at a competitive disadvantage in
successfully negotiating and completing a business combination.

   In addition, because it is possible that our business combination may entail
the contemporaneous acquisition of several operating businesses and may be
with several different sellers, we will need to convince such sellers to agree
that the purchase of their businesses is contingent upon the simultaneous
closings of the other acquisitions.

   OUR ABILITY TO EFFECT A BUSINESS COMBINATION AND TO EXECUTE ANY POTENTIAL
BUSINESS PLAN AFTERWARDS WILL BE LARGELY DEPENDENT UPON THE EFFORTS OF OUR KEY
PERSONNEL, SOME OF WHOM MAY JOIN US FOLLOWING A BUSINESS COMBINATION AND MAY
BE UNFAMILIAR WITH THE REQUIREMENTS OF OPERATING A PUBLIC COMPANY.

   Our ability to effect a business combination will be totally dependent upon
the efforts of our key personnel. The future role of our key personnel
following a business combination, however, cannot presently be fully
ascertained. Specifically, the members of our current management are not
obligated to remain with us subsequent to a business combination, and we
cannot assure you that the resignation or retention of our current management
will be included as a term or condition in any agreement with respect to a
business combination. Although our management and other key personnel,
particularly our chief executive officer and president and our chief
management officer and executive vice president, may remain associated with us

                                       12
following a business combination, we may employ other personnel following the
business combination. While we intend to closely scrutinize any additional
individuals we employ after a business combination, we cannot assure you that
our assessment of those individuals will prove to be correct. Moreover, our
current management will only be able to remain with the combined company after
the consummation of a business combination if they are able to negotiate such
as part of the business combination. If we acquired a target business in an
all-cash transaction, it would be more likely that current members of
management would remain with us if they chose to do so. If a business
combination were structured as a merger whereby the stockholders of the target
business were to control the combined company following a business
combination, it may be less likely that management would remain with the
combined company unless it was negotiated as part of the transaction via the
acquisition agreement, an employment agreement or other arrangement. In making
the determination as to whether current management should remain with us
following the business combination, management will analyze the experience and
skill set of the target business's management and negotiate as part of the
business combination that certain members of current management remain if it
is believed that it is in the best interests of the combined company post-
business combination.

   IF MANAGEMENT WERE TO NEGOTIATE TO BE RETAINED BY THE COMPANY POST-BUSINESS
COMBINATION AS A CONDITION TO ANY POTENTIAL BUSINESS COMBINATION, SUCH
NEGOTIATIONS MAY RESULT IN A CONFLICT OF INTEREST.

   Our current management will only be able to remain with the combined company
after the consummation of a business combination if they are able to negotiate
mutually agreeable employment terms as part of any such combination, which
terms would be disclosed to stockholders in any proxy statement relating to
such transaction. The financial interest of our officers and directors could
influence their motivation in selecting a target business and thus, there may
be a conflict of interest when determining whether a particular business
combination is in the stockholders' best interest.

   OUR OFFICERS AND DIRECTORS WILL ALLOCATE THEIR TIME TO OTHER BUSINESSES,
THEREBY CAUSING CONFLICTS OF INTEREST IN THEIR DETERMINATION AS TO HOW MUCH
TIME TO DEVOTE TO OUR AFFAIRS. THIS COULD HAVE A NEGATIVE IMPACT ON OUR
ABILITY TO CONSUMMATE A BUSINESS COMBINATION.

   Our officers and directors are not required to, and will not, commit their
full time to our affairs, which may result in a conflict of interest in
allocating their time between our operations and other businesses. This could
have a negative impact on our ability to consummate a business combination. We
do not intend to have any full time employees prior to the consummation of a
business combination. Each of our executive officers are engaged in several
other business endeavors and are not obligated to contribute any specific
number of hours per week to our affairs. For example, Steven M. Wasserman, our
chief executive officer, president and co-chairman of the board of directors,
currently serves as managing partner of AMT Ventures LLC, an entity primarily
engaged in public and private equity and debt investments on a principal basis
as well as managing partner of AMT Capital Partners LLC, an investment banking
advisory firm. In addition, Robert B. Blaha, our chief management officer and
executive vice president, currently serves as president of Human Capital
Resources, a management consulting company and vice chairman of Integrity Bank
&Trust, a commercial bank. If our officers' and directors' other business
affairs require them to devote substantial amounts of time to such affairs in
excess of their current commitment levels, it could limit their ability to
devote time to our affairs and could have a negative impact on our ability to
consummate a business combination. We cannot assure you that these conflicts
will be resolved in our favor. For a complete discussion of the potential
conflicts of interest that you should be aware of, see the sections entitled
"Management -- Directors and Executive Officers" and "Management -- Conflicts
of Interest."

   OUR OFFICERS AND DIRECTORS ARE CURRENTLY AND MAY IN THE FUTURE BECOME
AFFILIATED WITH ENTITIES ENGAGED IN BUSINESS ACTIVITIES SIMILAR TO THOSE
INTENDED TO BE CONDUCTED BY US AND ACCORDINGLY, MAY HAVE CONFLICTS OF INTEREST
IN DETERMINING WHICH ENTITY A PARTICULAR BUSINESS OPPORTUNITY SHOULD BE
PRESENTED TO.

   Our officers and directors are currently, and may in the future become
affiliated with entities, including other "blank check" companies, engaged in
business activities similar to those intended to be conducted by us.
Additionally, our officers and directors may become aware of business
opportunities which may be appropriate for presentation to us as well as the
other entities with which they are or may be affiliated. Further, certain of
our officers and directors are currently involved in other businesses that are
similar to the business activities that we intend to conduct following a
business combination. Due to these existing or

                                       13
potential affiliations, they have prior fiduciary obligations to present
potential business opportunities to those entities prior to presenting them to
us which could cause additional conflicts of interest. Accordingly, they may
have conflicts of interest in determining to which entity a particular
business opportunity should be presented. We cannot assure you that these
conflicts will be resolved in our favor. For a complete discussion of our
management's business affiliations and the potential conflicts of interest
that you should be aware of, see the sections entitled "Management--Directors
and Executive Officers" and "Management--Conflicts of Interest." We cannot
assure you that these conflicts will be resolved in our favor.

   IF WE SEEK TO EFFECT A BUSINESS COMBINATION WITH AN ENTITY THAT IS DIRECTLY
OR INDIRECTLY AFFILIATED WITH ONE OR MORE OF OUR EXISTING STOCKHOLDERS,
CONFLICTS OF INTEREST COULD ARISE.

   Our existing stockholders either currently have or may in the future have
affiliations with companies in the homeland security and/or defense
industries. If we were to seek a business combination with a target business
with which one or more of our existing stockholders may be affiliated,
conflicts of interest could arise in connection with negotiating the terms of
and completing the business combination. Conflicts that may arise may not be
resolved in our favor.

   SINCE ALL OF OUR DIRECTORS OWN SHARES OF OUR COMMON STOCK WHICH WILL NOT
PARTICIPATE IN LIQUIDATION DISTRIBUTIONS THEY MAY HAVE A CONFLICT OF INTEREST
IN DETERMINING WHETHER A PARTICULAR TARGET BUSINESS IS APPROPRIATE FOR A
BUSINESS COMBINATION.

   All of our directors own shares of common stock in our company which were
issued prior to this offering, but have waived their right to receive
distributions with respect to those shares upon our liquidation if we are
unable to complete a business combination. Additionally, Steven M. Wasserman,
our chief executive officer, president and co-chairman of our board of
directors, or his affiliates or designees, has agreed to purchase up to
$1,000,000 of warrants on the open market for a price not to exceed $1.20 per
warrant, for a period of 60 days once such warrants begin to trade separately.
These warrants will not be sold until the consummation of a business
combination. The shares and warrants owned by our directors will be worthless
if we do not consummate a business combination. The personal and financial
interests of our directors may influence their motivation in identifying and
selecting a target business and completing a business combination in a timely
manner. Consequently, our directors' discretion in identifying and selecting a
suitable target business may result in a conflict of interest when determining
whether the terms, conditions and timing of a particular business combination
are appropriate and in our stockholders' best interest.

   OUR EXISTING STOCKHOLDERS WILL NOT RECEIVE REIMBURSEMENT FOR ANY OUT-OF-
POCKET EXPENSES INCURRED BY THEM TO THE EXTENT THAT SUCH EXPENSES EXCEED THE
AMOUNT NOT HELD IN THE TRUST ACCOUNT UNLESS THE BUSINESS COMBINATION IS
CONSUMMATED AND THEREFORE THEY MAY HAVE A CONFLICT OF INTEREST.

   Our existing stockholders will not receive reimbursement for any out-of-
pocket expenses incurred by them to the extent that such expenses exceed the
amount not held in the trust account unless the business combination is
consummated and there are sufficient funds available for reimbursement after
such consummation. The financial interest of such persons could influence
their motivation in selecting a target business and thus, there may be a
conflict of interest when determining whether a particular business
combination is in the stockholders' best interest.

   IF OUR 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.

   If at any time we have net tangible assets of $5,000,000 or less and our
common stock has a market price per share of less than $5.00, transactions in
our common stock may be subject to the "penny stock" rules promulgated under
the Securities Exchange Act of 1934. Under these rules, broker-dealers who
recommend such securities to persons other than institutional accredited
investors must:

   o make a special written suitability determination for the purchaser;

   o receive the purchaser's written agreement to a transaction prior to sale;

                                       14
o provide the purchaser with risk disclosure documents which identify
     certain risks associated with investing in "penny stocks" and which
     describe the market for these "penny stocks" as well as a purchaser's
     legal remedies; and

   o obtain a signed and dated acknowledgment from the purchaser demonstrating
     that the purchaser has actually received the required risk disclosure
     document before a transaction in a "penny stock" can be completed.

   If our common stock becomes subject to these rules, broker-dealers may find
it difficult to effectuate customer transactions and trading activity in our
securities may be adversely affected. As a result, the market price of our
securities might be depressed, and you might find it more difficult to sell
our securities.

   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.

   The net proceeds from this offering will provide us with approximately
$58,446,000 ($67,470,000 if the underwriters exercise the over-allotment
option in full) which we may use to complete a business combination. Our
initial business combination must be with a business or businesses with a
collective fair market value of at least 80% of our net assets at the time of
such acquisition. We may further seek to acquire a target business that has a
fair market value significantly in excess of 80% of our net assets. Although
as of the date of this prospectus we have not engaged or retained, had any
discussions with, or entered into any agreements with, any third party
regarding any such potential financing transactions, we could seek to fund
such a business combination by raising additional funds through the sale of
our securities or through loan arrangements. However, if we were to seek such
additional funds, any such arrangement would likely only be consummated
simultaneously with our consummation of a business combination. Consequently,
it is probable that we will have the ability to complete only a single
business combination, although this may entail the simultaneous acquisitions
of several assets or closely related operating businesses at the same time.
Accordingly, the prospects for our ability to effect our business strategy may
be:

   o solely dependent upon the performance of a single business; or

   o dependent upon the development or market acceptance of a single or
     limited number of products, processes or services.

   In this case, we will not be able to diversify our operations or benefit
from the possible spreading of risks or offsetting of losses, unlike other
entities which may have the resources to complete several business
combinations in different industries or different segments of a single
industry. Further, our prospects for success are likely to be entirely
dependent upon the future performance of the initial target business or
businesses we acquire. Furthermore, it is possible that our business
combination may entail the simultaneous acquisition of several assets or
operating businesses at the same time and may be with different sellers, in
which case we will need to convince such sellers to agree that the purchase of
their assets or businesses is contingent upon the simultaneous closings of the
other acquisitions.

   WE MAY BE UNABLE TO OBTAIN ADDITIONAL FINANCING, IF REQUIRED, TO COMPLETE A
BUSINESS COMBINATION OR TO FUND THE OPERATIONS AND GROWTH OF THE TARGET
BUSINESS, WHICH COULD COMPEL US TO RESTRUCTURE THE TRANSACTION OR ABANDON A
PARTICULAR BUSINESS COMBINATION.

   Although we believe that the net proceeds of this offering will be
sufficient to allow us to consummate a business combination, in as much as we
have not yet selected or approached any prospective target business, we cannot
ascertain the capital requirements for any particular transaction. If the net
proceeds of this offering prove to be insufficient, either because of the size
of the business combination or the depletion of the available net proceeds in
searching for a target business, or because we become obligated to convert
into cash a significant number of shares from dissenting stockholders, we will
be required to seek additional financing. We cannot assure you that such
financing would be available on acceptable terms, if at all. To the extent
that additional financing proves to be unavailable when needed to consummate a
particular business combination, we would be compelled to restructure the
transaction or abandon that particular business combination and seek an
alternative target business candidate. In addition, 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 a "no-shop" provision with respect

                                       15
to a proposed business combination. In the event that we were ultimately
required to forfeit such funds (whether as a result of our breach of the
agreement relating to such payment or otherwise), without securing additional
financing we may not have a sufficient amount of working capital available
outside of the trust account to conduct due diligence and pay other expenses
related to finding a suitable business combination. 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,
resulting in a loss of a portion of your investment. In addition, if we
consummate a business combination, we may require additional financing to fund
the operations or growth of the target business. The failure to secure
additional financing could have a material adverse effect on the continued
development or growth of the target business. None of our officers, directors,
stockholders or special advisor is required to provide any financing to us in
connection with or after a business combination.

   OUR INITIAL STOCKHOLDERS, INCLUDING OUR OFFICERS AND DIRECTORS, CONTROL A
SUBSTANTIAL INTEREST IN US AND THUS MAY INFLUENCE CERTAIN ACTIONS REQUIRING
STOCKHOLDER VOTE.

   Upon consummation of our offering, our initial stockholders (including all
of our officers and directors) will collectively own 20% of our issued and
outstanding shares of common stock (assuming they do not purchase units in
this offering or on the open market and also assuming no exercise of the
underwriters' over-allotment option). Additionally, Steven M. Wasserman, our
chief executive officer, president and co-chairman of our board of directors,
or his affiliates or designees, has agreed to purchase up to $1,000,000 of
warrants in the open market for a price not to exceed $1.20 per warrant, for a
period of 60 days once such warrants begin to trade separately from the units,
which may result in management having a greater than 20% interest in our
company if these warrants are subsequently exercised. These warrants cannot be
sold until after consummation of a business combination. None of our other
initial stockholders, officers and directors has indicated to us that they
intend to purchase units in the offering or warrants on the open market.

   In connection with the vote required for any business combination, all of
our initial stockholders, including all of our officers and directors, have
agreed to vote the shares of common stock owned by them immediately before
this offering in accordance with the majority of the shares of common stock
voted by the public stockholders. In addition, our existing stockholders have
agreed to vote any shares of common stock acquired in or following this
offering in favor of the business combination submitted to our stockholders
for approval.

   Because of Mr. Wasserman's agreement with Maxim Group LLC to make open
market purchases of the warrants during the 60 day period after separate
trading of the common stock and warrants begins, our existing stockholders may
obtain an even larger ownership block of our common stock upon exercise of the
warrants which could permit them to effectively influence the outcome of all
matters requiring approval by our stockholders at such time, including the
election of directors and approval of significant corporate transactions,
following the consummation of our initial business combination.

   Our board of directors is divided into two classes, each of which will
generally serve for a term of two years with only one class of directors being
elected in each year. It is unlikely that there will be an annual meeting of
stockholders to elect new directors prior to the consummation of a business
combination, in which case all of the current directors will continue in
office at least until the consummation of the business combination. If there
is an annual meeting, as a consequence of our "staggered" board of directors,
initially only one-half of the board of directors will be considered for
election and our initial stockholders, because of their ownership position,
will have considerable influence regarding the outcome. Accordingly, our
initial stockholders will likely continue to exert control at least until the
consummation of a business combination. In addition, our initial stockholders
and their affiliates and relatives are not prohibited from purchasing units in
this offering or in the aftermarket. If they do, we cannot assure you that our
initial stockholders will not have considerable influence upon the vote in
connection with a business combination.

                                       16
OUR INITIAL STOCKHOLDERS PAID AN AGGREGATE OF $25,000, OR APPROXIMATELY
$0.0125 PER SHARE, FOR THEIR SHARES AND, ACCORDINGLY, YOU WILL EXPERIENCE
IMMEDIATE AND SUBSTANTIAL DILUTION FROM THE PURCHASE OF OUR COMMON STOCK.

   The difference between the public offering price per share of our common
stock and the pro forma net tangible book value per share of our common stock
after this offering constitutes the dilution to you and the other investors in
this offering. The fact that our initial stockholders acquired their shares of
common stock at a nominal price has significantly contributed to this
dilution. Upon completion of the offering, you and the other new investors
will incur an immediate and substantial dilution of approximately 30% or $2.40
per share (the difference between the pro forma net tangible book value per
share of $5.60, and the initial offering price of $8.00 per unit).

   OUR OUTSTANDING WARRANTS MAY HAVE AN ADVERSE EFFECT ON THE MARKET PRICE OF
OUR COMMON STOCK AND MAKE IT MORE DIFFICULT TO EFFECT A BUSINESS COMBINATION.

   In connection with this offering, as part of the units (but not including
any over-allotments issued to the underwriters), we will be issuing warrants
to purchase 8,000,000 shares of common stock. In addition we have agreed to
sell to the representative of the underwriters an option to purchase up to a
total of 560,000 units that, if exercised, would result in the issuance of
warrants to purchase an additional 560,000 shares of common stock. To the
extent we issue shares of common stock to effect a business combination, the
potential for the issuance of substantial numbers of additional shares upon
exercise of these warrants (to the extent the warrants are exercised on a
"cashless exercise" basis the number of shares to be issued by us will be
reduced) could make us a less attractive acquisition vehicle in the eyes of a
target business as such securities, when exercised, will increase the number
of issued and outstanding shares of our common stock and reduce the value of
the shares issued to complete the business combination. Accordingly, our
warrants may make it more difficult to effectuate a business combination or
increase the cost of the target business. Additionally, the sale, or even the
possibility of sale, of the shares underlying the warrants could have an
adverse effect on the market price for our securities or on our ability to
obtain future public financing. If and to the extent these warrants are
exercised, you will experience dilution to your holdings.

   IF OUR INITIAL STOCKHOLDERS EXERCISE THEIR REGISTRATION RIGHTS, IT MAY HAVE
AN ADVERSE EFFECT ON THE MARKET PRICE OF OUR COMMON STOCK AND THE EXISTENCE OF
THESE RIGHTS MAY MAKE IT MORE DIFFICULT TO EFFECT A BUSINESS COMBINATION.

   Our initial stockholders are entitled to require us to register the resale
of their shares of common stock at any time after the date on which their
shares are released from escrow, which, except in limited circumstances
including approval by our public stockholders, will not be before three years
from the date of this prospectus. If our initial stockholders exercise their
registration rights with respect to all of their shares of common stock, then
there will be an additional 2,000,000 shares of common stock eligible for
trading in the public market. The presence of this additional number of shares
of common stock eligible for trading in the public market may have an adverse
effect on the market price of our common stock. In addition, the existence of
these rights may make it more difficult to effectuate a business combination
or increase the cost of the target business, as the stockholders of the target
business may be discouraged from entering into a business combination with us
or may request a higher price for their securities as a result of these
registration rights and the potential future effect their exercise may have on
the trading market for our common stock.

   IF YOU ARE NOT AN INSTITUTIONAL INVESTOR, YOU MAY PURCHASE OUR SECURITIES IN
THIS OFFERING ONLY IF YOU RESIDE WITHIN CERTAIN STATES AND MAY ENGAGE IN
RESALE TRANSACTIONS ONLY IN THOSE STATES AND A LIMITED NUMBER OF OTHER
JURISDICTIONS.

   We have applied to register our securities, or have obtained or will seek to
obtain an exemption from registration, in Colorado, Delaware, the District of
Columbia, Florida, Hawaii, Illinois, Indiana, Maryland, New York, Rhode Island
and Wyoming. If you are not an "institutional investor," you must be a
resident of these jurisdictions to purchase our securities in the offering.
The definition of an "institutional investor" varies from state to state but
generally includes financial institutions, broker-dealers, banks, insurance
companies and other qualified entities. In order to prevent resale
transactions in violation of states' securities laws, you may engage in resale
transactions only in these states and in other jurisdictions in which an

                                       17
applicable exemption is available or a Blue Sky application has been filed and
accepted. This restriction on resale may limit your ability to resell the
securities purchased in this offering and may impact the price of our
securities. For a more complete discussion of the Blue Sky state securities
laws and registrations affecting this offering, see the section entitled
"Underwriting -- State Blue Sky Information."

   Even if you are an institutional investor, you may purchase our securities
in this offering only if you are located in a jurisdiction permitting sales of
the units to institutional investors. You should consult with your own
financial and legal advisors to determine if you are eligible to participate
in this offering.

   WE INTEND TO HAVE OUR SECURITIES QUOTED ON THE OTC BULLETIN BOARD, WHICH
WILL LIMIT THE LIQUIDITY AND PRICE OF OUR SECURITIES MORE THAN IF OUR
SECURITIES WERE QUOTED OR LISTED ON THE NASDAQ STOCK MARKET OR A NATIONAL
EXCHANGE.

   We anticipate that our securities will be traded in the over-the-counter
market. It is anticipated that they will be quoted on the OTC Bulletin Board,
an NASD-sponsored and operated inter-dealer automated quotation system for
equity securities not included on the Nasdaq Stock Market. Quotation of our
securities on the OTC Bulletin Board will limit the liquidity and price of our
securities more than if our securities were quoted or listed on The Nasdaq
Stock Market or a national exchange. We cannot assure you, however, that such
securities will be authorized for quotation by the OTC Bulletin Board or any
other market in the future, in which event the liquidity and price of our
securities would be even more adversely impacted.

   IF WE ARE DEEMED TO BE AN INVESTMENT COMPANY, WE MAY BE REQUIRED TO
INSTITUTE BURDENSOME COMPLIANCE REQUIREMENTS AND OUR ACTIVITIES MAY BE
RESTRICTED, WHICH MAY MAKE IT DIFFICULT FOR US TO COMPLETE A BUSINESS
COMBINATION.

   If we are deemed to be an investment company under the Investment Company
Act of 1940, our activities may be restricted which, among other problems, may
make it difficult for us to complete a business combination. Such restrictions
include:

   o restrictions on the nature of our investments; and

   o restrictions on the issuance of our securities.

   In addition, we may have imposed upon us burdensome requirements, including:

   o registration and regulation as an investment company;

   o adoption of a specific form of corporate structure; and

   o reporting, record keeping, voting, proxy and disclosure requirements and
     other rules and regulations.

   We do not believe that our anticipated principal activities will subject us
to the Investment Company Act of 1940. The proceeds held in trust will be
invested only in United States "government securities," defined as any
Treasury Bill issued by the United States having a maturity of one hundred and
eighty days or less or in money market funds meeting certain conditions under
Rule 2a-7 promulgated under the Investment Company Act of 1940, so that we are
not deemed to be an investment company under the Investment Company Act. By
restricting the investment of the proceeds to these instruments, we intend to
meet the requirements for the exemption provided in Rule 3a-1 promulgated
under the Investment Company Act of 1940. If we were deemed to be subject to
the act, compliance with these additional regulatory burdens would require
additional expense that we have not allotted for.

   OUR DIRECTORS, INCLUDING THOSE WE EXPECT TO SERVE ON AN AUDIT COMMITTEE, MAY
NOT BE CONSIDERED "INDEPENDENT" UNDER THE POLICIES OF THE NORTH AMERICAN
SECURITIES ADMINISTRATORS ASSOCIATION, INC.

   Under the policies of the North American Securities Administrators
Association, Inc., an international organization devoted to investor
protection, because all of our directors own shares of our common stock and
may receive reimbursement for out-of-pocket expenses incurred by them in
connection with activities on our behalf, such as identifying potential target
businesses and performing due diligence on suitable business combinations,
state securities administrators could take the position that such individuals
are not "independent." If this were the case, they would take the position
that we would not have the benefit of independent directors examining the
propriety of expenses incurred on our behalf and subject to

                                       18
reimbursement. Additionally, there is no limit on the amount of out-of-pocket
expenses that could be incurred and there will be no review of the
reasonableness of the expenses by anyone other than our board of directors,
which would include persons who may seek reimbursement, or a court of
competent jurisdiction if such reimbursement is challenged. To the extent such
out-of-pocket expenses exceed the available proceeds not deposited in the
trust account, such out-of-pocket expenses would not be reimbursed by us
unless we consummate a business combination. Although we believe that all
actions taken by our directors on our behalf will be in our best interests,
whether or not they are deemed to be "independent," we cannot assure you that
this will actually be the case. If actions are taken, or expenses are
incurred, that are actually not in our best interests, it could have a
material adverse effect on our business and operations and the price of our
stock held by the public stockholders.

   BECAUSE OUR INITIAL STOCKHOLDERS' INITIAL EQUITY INVESTMENT WAS ONLY
$25,000, OUR OFFERING MAY BE DISALLOWED BY STATE ADMINISTRATORS THAT FOLLOW
THE NORTH AMERICAN SECURITIES ADMINISTRATORS ASSOCIATION, INC. STATEMENT OF
POLICY ON PROMOTIONAL OR DEVELOPMENT STAGE COMPANIES.

   Pursuant to the Statement of Policy Regarding Promoter's Equity Investment
promulgated by The North American Securities Administrators Association, Inc.,
any state administrator may disallow an offering of a promotional or
development stage company if the initial equity investment by a company's
promoters does not equal a certain percentage of the aggregate public offering
price. Our promoters' initial investment of $25,000 is less than the required
$3,537,203 minimum amount pursuant to this policy. Accordingly, a state
administrator would have the discretion to disallow our offering if it wanted
to. We cannot assure you that our offering would not be disallowed pursuant to
this policy.

   ACQUISITIONS THAT WE MAY UNDERTAKE WOULD INVOLVE A NUMBER OF INHERENT RISKS,
ANY OF WHICH COULD CAUSE US NOT TO REALIZE THE BENEFITS ANTICIPATED TO RESULT.

   It is possible that, following our initial acquisition, our strategy will
include expanding our operations and other capabilities through acquisitions
of other businesses and assets. Acquisition transactions involve various
inherent risks, such as:

   o uncertainties in assessing the value, strengths and potential
     profitability of, and identifying the extent of all weaknesses, risks,
     contingent and other liabilities (including environmental liabilities)
     of, acquisition or other transaction candidates;

   o the potential loss of key customers, management and employees of an
     acquired business;

   o the ability to achieve identified operating and financial synergies
     anticipated to result from an acquisition or other transaction;

   o problems that could arise from the integration of the acquired business;
     and

   o unanticipated changes in business, industry or general economic
     conditions that affect the assumptions underlying the acquisition or
     other transaction rationale.

   Any one or more of these factors could cause us not to realize the benefits
anticipated to result from the acquisition of businesses or assets or could
result in unexpected liabilities associated with these acquisition candidates.

   THE INABILITY OF THE SELLERS OF COMPANIES WE MAY ACQUIRE TO FULFILL THEIR
INDEMNIFICATION OBLIGATIONS TO US UNDER OUR ACQUISITION AGREEMENTS COULD
INCREASE OUR LIABILITIES AND ADVERSELY AFFECT OUR RESULTS OF OPERATIONS AND
FINANCIAL POSITION.

   We intend to make an effort to negotiate as a term in our acquisition
agreements, that the respective sellers will agree to retain responsibility
for and indemnify us against damages resulting from certain third-party claims
or other liabilities. However, there may be instances in which we decide to
enter into an acquisition agreement without such seller indemnification
obligations, such as in purchases of assets out of bankruptcy. These third-
party claims and other liabilities include, without limitation, premium
payments to funds created under applicable Federal laws, costs associated with
various litigation matters, and certain environmental liabilities. The lack of
seller indemnification obligations or the failure of any seller to satisfy its
obligations with respect to claims and retained liabilities covered by the
acquisition agreements could have

                                       19
an adverse effect on our results of operations and financial position because
claimants may successfully assert that we are liable for those claims and/or
retained liabilities. In addition, we expect that certain obligations of the
sellers to indemnify us will terminate upon expiration of the applicable
indemnification period and will not cover damages in excess of the applicable
coverage limit. The assertion of third-party claims after the expiration of
the applicable indemnification period or in excess of the applicable coverage
limit, or the failure of any seller to satisfy its indemnification obligations
with respect to breaches of its representations and warranties, could have an
adverse effect on our results of operations and financial position.

       RISKS ASSOCIATED WITH THE HOMELAND SECURITY AND DEFENSE INDUSTRIES

   Even if we acquire domestic or international assets or operations, of which
no assurances can be given, our proposed business will be subject to numerous
risks, including the following:

                   RISKS ASSOCIATED WITH GOVERNMENT CONTRACTS

   We may acquire a target business that contracts directly with federal, state
or local governments with respect to homeland security or defense or a
combination thereof. Alternatively, our target business may act as a
subcontractor, supplier or partner with another party or parties that contract
with the government. Set forth below are the risk factors associated with
government contracts that may impact us.

   OUR TARGET BUSINESS COULD BE ADVERSELY AFFECTED BY SIGNIFICANT CHANGES IN
THE CONTRACTING OR FISCAL POLICIES OF GOVERNMENTS AND GOVERNMENTAL ENTITIES.

   The revenues of our target business may be substantially derived from
contracts with international, federal, state and local governments and
government agencies and subcontracts under federal government prime contracts
and we believe that the growth of our target business may depend on our
procurement of government contracts either directly or through prime
contractors. Accordingly, changes in government contracting policies or
government budgetary constraints could directly affect the financial
performance of our target business. Among the factors that could adversely
affect our target business are:

   o changes in fiscal policies or decreases in available government funding;

   o changes in government programs or applicable requirements;

   o the adoption of new laws or regulations or changes to existing laws and
     regulations;

   o changes in political or social attitudes with respect to homeland
     security or defense issues; and

   o potential delays or changes in the government appropriations process.

   These and other factors could cause governments and governmental agencies,
or prime contractors that may use our target business as a subcontractor, to
reduce their purchases under existing contracts, to exercise their rights to
terminate contracts at-will or to abstain from exercising options to renew
contracts, any of which could have a material adverse effect on the business,
financial condition and results of operations of our target business.

   GOVERNMENT CONTRACTS TYPICALLY CONTAIN UNFAVORABLE PROVISIONS.

   Government contracts often include provisions that are not standard in
private commercial transactions. For example, government contracts may:

   o include provisions that allow the government agency to terminate the
     contract without penalty under certain circumstances;

   o contain onerous procurement procedures;

   o be subject to cancellation if government funding becomes unavailable; and

   o subject the contracting party to suspension or ban from doing business
     with the government or a government agency, impose fines and penalties
     and subject the contracting party to criminal prosecution.

                                       20
GOVERNMENT CONTRACTS ARE SUBJECT TO AUDIT AND COST ADJUSTMENTS, WHICH COULD
REDUCE REVENUE OF OUR TARGET, DISRUPT ITS BUSINESS OR OTHERWISE ADVERSELY
AFFECT ITS RESULTS OF OPERATIONS.

   Government agencies routinely audit and investigate government contracts and
government contractors' administrative processes and systems. These agencies
review performance on contracts, pricing practices, cost structure and
compliance with applicable laws, regulations and standards. They also review
the contracting parties' compliance with regulations and policies and the
adequacy of internal control systems and policies, including the purchasing,
property, estimating, compensation and management information systems of our
target business. Any costs found to be improperly allocated to a specific
contract will not be reimbursed and any such costs already reimbursed must be
refunded. Moreover, if any of the administrative processes and systems are
found not to comply with requirements, our target business may be subjected to
increased government oversight and approval that could delay or otherwise
adversely affect its ability to compete for or perform contracts. Therefore,
an unfavorable outcome to a government audit could cause the actual results of
our target business to differ materially from those anticipated. If an
investigation uncovers improper or illegal activities, our target business may
be subject to civil and criminal penalties and administrative sanctions,
including termination of contracts, forfeitures of profits, suspension of
payments, fines and suspension or debarment from doing business with the
government. In addition, our target business could suffer serious harm to its
reputation if allegations of impropriety were made against it. Each of these
results could cause the actual results of our target business to differ
materially from those anticipated.

   OUR TARGET BUSINESS MAY DERIVE SIGNIFICANT REVENUE FROM CONTRACTS AWARDED
THROUGH A COMPETITIVE BIDDING PROCESS.

   Government contracts are awarded through a competitive bidding process. A
material portion of our target's business in the future is likely to continue
to be awarded through competitive bidding. The competitive bidding process
presents a number of risks, including the following:

   o bids are made on programs before the completion of their design, which
     may result in unforeseen difficulties and cost overruns;

   o substantial cost and managerial time and effort to prepare bids is made
     on proposals for contracts that may not be won;

   o it may be difficult to estimate accurately the resources and cost
     structure that will be required to service any contract won; and

   o expense and delay may be encountered if competitors protest or challenge
     awards of contracts to our target business in competitive bidding, and
     any such protest or challenge could result in the resubmission of bids on
     modified specifications, or in the termination, reduction, or
     modification of the awarded contract.

   Budgetary pressures and changes in the procurement process have caused many
government clients to increasingly purchase goods and services through
indefinite deliver/indefinite quantity, or ID/IQ, contracts, GSA schedule
contracts and other government-wide acquisition contracts. These contracts,
some of which are awarded to multiple contractors, have increased competition
and pricing pressure, requiring that our target business make sustained post-
award efforts to realize revenue under each such contract. In addition, the
net effect of such programs may reduce the number of bidding opportunities
available to our target business. Moreover, even if our target business was
highly qualified to work on a particular new contract, it might not be awarded
business because of the government's policy and practice of maintaining a
diverse contracting base.

   OUR TARGET BUSINESS WILL LIKELY HAVE TO COMPLY WITH COMPLEX PROCUREMENT LAWS
AND REGULATIONS.

   Our target business will likely have to comply with and will be affected by
laws and regulations relating to the formation, administration and performance
of federal government contracts, which affect how it does business with its
customers and may impose added costs on its business. For example, our target
business or parties with which it does business will likely be subject to the
Federal Acquisition Regulations and all supplements (including those issued by
the Department of Homeland Security and the Department of Defense), which
comprehensively regulate the formation, administration and performance of
federal

                                       21
government contracts, and to the Truth-in-Negotiations Act, which requires
certification and disclosure of cost and pricing data in connection with
contract negotiations. In addition, our target business or parties with which
it does business will likely be subject to industrial security regulations of
Department of Defense and other federal agencies that are designed to
safeguard against foreigners access to classified information. Our target
business may also be liable for systems and services failures and security
breaks with respect to the solutions, services, products, or other
applications it sells to the government. If our target business was to come
under foreign ownership, control or influence, its federal government
customers could terminate or decide not to renew their contracts, and it could
impair the ability of our target business to obtain new contracts. The
government may reform its procurement practices or adopt new contracting rules
and regulations, including cost-accounting standards, that could be costly to
satisfy or that could impair the ability of our target business to obtain new
contracts.

    OTHER RISKS ASSOCIATED WITH THE HOMELAND SECURITY AND DEFENSE INDUSTRIES

   THE HOMELAND SECURITY AND DEFENSE INDUSTRIES ARE HIGHLY COMPETITIVE AND UPON
CONSUMMATION OF A BUSINESS COMBINATION WE MAY NOT BE ABLE TO COMPETE
EFFECTIVELY, WHICH COULD ADVERSELY AFFECT THE REVENUES OF OUR TARGET BUSINESS
AND ITS POTENTIAL FOR PROFITABILITY.

   The homeland security and defense industries are rapidly evolving and
intensely competitive. We expect competition to intensify in the future. Many
of the competitors we will face upon consummation of a business combination
may have significantly greater financial, technical, marketing and other
resources than we do. In addition, the management of our competitors may have
greater operating resources and experience in the homeland security and
defense sectors than management of a target business we may acquire. Some of
these competitors may also offer a wider range of products and services than
our target business can and have greater name recognition and a larger client
base. These competitors may be able to respond more quickly and effectively to
new or changing opportunities, technologies and customer requirements. They
may also be able to undertake more extensive promotional activities, offer
more attractive terms to clients, and adopt more aggressive pricing policies.
If our target business is unable to compete effectively following a business
combination, our business, financial condition, results of operations and
prospects would be materially adversely affected.

   OUR TARGET BUSINESS MAY DEPEND ON ITS MANAGEMENT, AND THE LOSS OF ANY SENIOR
MANAGEMENT, OR THE INABILITY TO ATTRACT PERSONNEL, COULD HAVE A MATERIAL
ADVERSE EFFECT ON ITS OPERATIONS.

   We intend to acquire a target business with existing management most of whom
are likely to be retained to run the target business. The loss of one or more
of such executives could have a material adverse effect on our target business
and on our financial condition and results of operations. We believe that our
future ability to execute our business strategy will depend on attracting and
retaining highly-skilled technical, managerial and marketing personnel for our
target business. We may not be able to attract and retain the personnel
required which could have a material adverse effect on our business after we
acquire a target business.

   IF OUR TARGET BUSINESS IS UNABLE TO KEEP PACE WITH THE CHANGES IN THE
HOMELAND SECURITY OR DEFENSE INDUSTRIES, THE PRODUCTS AND SERVICES OF OUR
TARGET BUSINESS COULD BECOME OBSOLETE AND IT COULD HURT THE RESULTS OF
OPERATIONS OF OUR TARGET BUSINESS.

   The homeland security and defense industries are highly competitive and are
characterized by rapid technological change. The products and services of our
target business will compete with other existing products and may compete
against other developing technologies. Development by others of new or
improved products, processes or technologies may reduce the size of potential
markets for the products of our target business. Our target's products may be
rendered obsolete or less competitive as a result of products, processes or
technologies of competitive companies. The ability of our target business to
compete after the consummation of a business combination may be dependent upon
our ability to keep pace with changes in the homeland security or defense
industry. If our target business is ultimately unable to adapt its operations
as needed, its business, financial condition, results of operations and
prospects following a business combination will be adversely affected.

                                       22
WE MAY BE UNABLE TO PROTECT OR ENFORCE THE INTELLECTUAL PROPERTY RIGHTS OF
ANY TARGET BUSINESSES THAT WE ACQUIRE.

   We may acquire a target business whose business is dependent upon its
proprietary technology and intellectual property. Accordingly, the protection
of trademarks, copyrights, patents, domain names, trade dress, and trade
secrets may be critical to the ability of our target business to compete with
its competitors. In such a case, our target business will likely rely on a
combination of copyright, trademark, trade secret laws and contractual
restrictions to protect any proprietary technology and rights that it may
acquire. Despite the efforts of our target business to protect its proprietary
technology and rights, our target business may not be able to prevent
misappropriation of its proprietary rights or deter independent development of
technologies that compete with the business we acquire. Our target business's
competitors may file patent applications or obtain patents and proprietary
rights that block or compete with its patents. Litigation may be necessary in
the future to enforce our target business's intellectual property rights, to
protect its trade secrets, or to determine the validity and scope of the
proprietary rights of others. It is also possible that third parties may claim
our target business has infringed their patent, trademark, copyright or other
proprietary rights. Claims or litigation, with or without merit, could result
in substantial costs and diversions of resources, either of which could have a
material adverse effect on the competitive position and business of our target
business. Depending on the target business or businesses that we acquire, we
may have to protect trademarks, patents, and domain names in an increasing
number of jurisdictions, a process that is expensive and may not be successful
in every location. With respect to certain proprietary rights, such as
trademarks and copyrighted materials, of the target business or businesses
that we will acquire, the target business or businesses may have entered into
license agreements in the past and will continue to enter into such agreements
in the future. These licensees may take actions that diminish the value of
such target business or businesses' proprietary rights or cause harm to such
target business or businesses' reputation.

   OUR TARGET BUSINESS MAY FACE INHERENT PRODUCT LIABILITY OR OTHER LIABILITY
RISKS WHICH COULD RESULT IN LARGE CLAIMS AGAINST US.

    Our target business may face the inherent risk of exposure to product
liability and other liability claims resulting from the use of its products,
especially to the extent such products will be depended upon in emergency,
rescue and public safety situations that may involve physical harm or even
death to individuals, as well as potential loss or damage to property. Despite
quality control systems and inspection, there remains an ever-present risk of
an accident resulting from a faulty manufacture or maintenance of products, or
an act of an agent outside the control of the companies or their suppliers. A
product liability claim, or other legal claims based on theories including
personal injury or wrongful death, made against our target business could
adversely affect its operations and financial condition. Although there may be
insurance to cover the product liability claims, the amount of coverage may
not be sufficient. Furthermore, we cannot assure you that our target business,
if engaged in the sale of so-called "anti-terrorism technologies" could avail
itself of the liability protections intended to be afforded by the Support
Anti-Terrorism by Fostering Effective Technologies Act of 2002, or the SAFETY
Act.

   A DECLINE IN THE U.S. DEFENSE BUDGET MAY ADVERSELY AFFECT THE OPERATIONS OF
OUR TARGET.

   We may acquire a target business with material sales under contracts with
the U.S. Department of Defense, including sales under subcontracts having the
Department of Defense as the ultimate purchaser. The U.S. defense budget
declined from time to time in the late 1980s and the early 1990s, resulting in
a slowing of new program starts, program delays and program cancellations.
These reductions caused most defense-related government contractors to
experience declining revenues, increasing pressure on operating margins and,
in some cases, net losses. While spending authorizations for defense-related
programs by the government have increased in recent years, and in particular
after the September 11, 2001 terrorist attacks, these spending levels may not
be sustainable, and future levels of expenditures and authorizations for those
programs may decrease, remain constant or shift to programs in areas where our
target business may provide limited or no products or services. A change in
the U.S. Presidential Administration or in the composition of Congress could
also materially affect levels of support for military expenditures. A
significant decline in military expenditures could harm the operating results
of our target business.

                                       23
OUR TARGET BUSINESS MAY REGULARLY EMPLOY SUBCONTRACTORS TO ASSIST IN
SATISFYING ITS CONTRACTUAL OBLIGATIONS. IF THESE SUBCONTRACTORS FAIL TO
ADEQUATELY PERFORM THEIR CONTRACTUAL OBLIGATIONS, OUR TARGET BUSINESS'S PRIME
CONTRACT PERFORMANCE AND ITS ABILITY TO OBTAIN FUTURE BUSINESS COULD BE
MATERIALLY AND ADVERSELY IMPACTED.

    The performance by our target business of government contracts may involve
the issuance of subcontracts to other companies upon which our target business
may rely to perform all or a portion of the work it is obligated to deliver to
customers. There is a risk that our target business may have disputes with
subcontractors concerning a number of issues including the quality and
timeliness of work performed by the subcontractor. A failure by one or more of
our target business's subcontractors to satisfactorily deliver on a timely
basis the agreed-upon supplies and/or perform the agreed-upon services may
materially and adversely impact the ability of our target business to perform
its obligations as a prime contractor. In extreme cases, such subcontractor
performance deficiencies could result in the government terminating our
target's contract for default. A default termination could expose our target
business to liability for excess costs of reprocurement by the government and
have a material adverse effect on the ability of our target business to
compete for future contracts.

   IF OUR TARGET BUSINESS CANNOT OBTAIN THE NECESSARY SECURITY CLEARANCES, IT
MAY NOT BE ABLE TO PERFORM CLASSIFIED WORK FOR THE GOVERNMENT AND THE REVENUES
OF OUR TARGET BUSINESS MAY SUFFER.

   Certain government contracts may require the facilities of our target
business and some of its employees to maintain security clearances. If our
target business loses or is unable to obtain required security clearances, the
customer can terminate the contract or decide not to renew it upon its
expiration. As a result, to the extent our target business cannot obtain the
required security clearances for its employees working on a particular
contract, our target business may not derive the revenue anticipated from the
contract, which, if not replaced with revenue from other contracts, could
seriously harm its operating results.

   SECURITY BREACHES OF SENSITIVE GOVERNMENT SYSTEMS COULD RESULT IN THE LOSS
OF CUSTOMERS AND NEGATIVE PUBLICITY.

   Our target business may offer products and services involving managing and
protecting information involved in national security and other sensitive
government functions. A security breach involving our target business's
products or services could cause serious harm to its business, could result in
negative publicity and could prevent our target business from having further
access to such critically sensitive information or other similarly sensitive
areas for other governmental customers.

                                       24
USE OF PROCEEDS

   We estimate that the net proceeds of this offering will be as set forth in
the following table:
WITHOUT OVER-      OVER-ALLOTMENT
                                             ALLOTMENT OPTION   OPTION EXERCISED
                                             ----------------   ----------------
Gross proceeds ..........................      $64,000,000         $73,600,000
Offering expenses (1)
 Underwriting discount (6% of gross
  proceeds)..............................        3,840,000           4,416,000
 Underwriting non-accountable expense
   allowance
   (2% of gross proceeds without the
   over-allotment option)................        1,280,000           1,280,000
 Legal fees and expenses (including blue
   sky services and expenses)............          300,000             300,000
 Printing and engraving expenses ........           50,000              50,000
 Miscellaneous Expenses .................           28,656              28,656
 Accounting fees and expenses ...........           25,000              25,000
 SEC registration fee ...................           16,135              16,135
 NASD registration fee ..................           14,209              14,209
Net proceeds
 Held in trust ..........................       57,210,000          66,059,250
 Not held in trust ......................        1,236,000           1,410,750
                                               -----------         -----------
   Total net proceeds....................      $58,446,000         $67,470,000
                                               ===========         ===========
Use of net proceeds not held in trust
Legal, accounting and other expenses
  attendant to the due
  diligence investigations, structuring
  and negotiation of a
  business combination...................      $   200,000         $   200,000
Payment for office space, administrative
  services and support to ASG Management,
  Inc. ($7,500 per month for up to 24
  months)................................          180,000             180,000
Due diligence of prospective target
  businesses.............................          250,000             250,000
Legal and accounting fees relating to
  SEC reporting obligations..............           50,000              50,000
Working capital to cover miscellaneous
  expenses (including potential deposits,
  down payments or funding of a "no-shop"
  provision in connection with a
  particular business combination), D&O
  insurance and reserves.................          556,000             730,750
                                               -----------         -----------
   Total.................................      $ 1,236,000         $ 1,410,750
                                               ===========         ===========
---------------
(1) A portion of the offering expenses have been paid from the loan we received
    from Messrs. Wasserman and Blaha described below. These funds will be
    repaid out of the proceeds of this offering not being placed in trust upon
    consummation of this offering.

   $57,210,000, or $66,059,250 if the underwriters' over-allotment option is
exercised in full, of the net proceeds will be placed in a trust account at JP
Morgan Chase NY Bank maintained by American Stock Transfer & Trust Company, as
trustee. The proceeds held in trust will be invested only in United States
"government securities," defined as any Treasury Bill issued by the United
States having a maturity of one hundred and eighty days or less or in money
market funds meeting certain conditions under Rule 2a-7 promulgated under the
Investment Company Act of 1940, so that we are not deemed to be an investment
company under the Investment Company Act. The proceeds held in the trust
account will not be released from the trust account until the earlier of the
completion of a business combination or our liquidation. The proceeds held in
the trust account may be used as consideration to pay the sellers of a target
business with which we ultimately complete a business combination. Any amounts
not paid as consideration to the sellers of the target business may be used to
finance operations of the target business or to effect other acquisitions, as
determined by our board of directors at that time.

                                       25
We have agreed to pay ASG Management, Inc., an affiliated third party of
which Mr. Wasserman and Mr. Blaha are principals, approximately $7,500 per
month for office space and certain additional general and administrative
services.

   Steven M. Wasserman, our chief executive officer, president and co-chairman
of the board of directors, or his affiliates or designees, has agreed to
purchase up to $1,000,000 of our warrants in the open market, at a price per
warrant not to exceed $1.20, within 60 days of such warrants being separately
tradeable from the units. These warrants will not be sold by Mr. Wasserman or
his designees until the consummation of a business combination. Maxim Group
LLC, the representative of the underwriters, has also agreed to purchase up to
$500,000 of our warrants in the open market on similar terms; however, Maxim
Group LLC may sell their warrants prior to the consummation of a business
combination.

   Prior to the closing of a business combination, we have agreed to obtain
keyman life insurance in the amount of $2,000,000 on the life of Steven M.
Wasserman for a three year period.

   We expect that due diligence of prospective target businesses will be
performed by some or all of our officers and directors, and may include
engaging market research and valuation firms, as well as other third party
consultants. None of our officers and directors will receive any compensation
for their due diligence efforts, other than reimbursement of any out-of-pocket
expenses they may incur on our behalf while performing due diligence of a
prospective target business.

   We intend to use the excess working capital (approximately $556,000, or
approximately $730,750 if the underwriters exercise the over-allotment option
in full) being held in reserve, in the event due diligence, legal, accounting
and other expenses of structuring and negotiating business combinations exceed
our estimates, as well as for reimbursement of any out-of-pocket expenses
incurred by our initial stockholders in connection with activities on our
behalf as described below. Of that amount, we have reserved approximately
$250,000 for expenses incurred in connection with conducting due diligence
reviews of prospective target businesses. We expect that due diligence of
prospective target businesses will be performed by some or all of our officers
and directors, and may include engaging market research and valuation firms,
as well as other third party consultants. None of our officers or directors
will receive any compensation for their due diligence efforts, other than
reimbursement of any out-of-pocket expenses they may incur on our behalf while
performing due diligence of prospective target businesses. We believe that the
excess working capital will be sufficient to cover the foregoing expenses and
reimbursement costs.

   It is also possible that we could use a portion of such excess working
capital to make a deposit, down payment or fund a "no-shop" provision with
respect to a particular proposed business combination, although we do not have
any current intention to do so. In the event that we were ultimately required
to forfeit such funds (whether as a result of our breach of the agreement
relating to such payment or otherwise), we may not have a sufficient amount of
working capital available outside of the trust account to conduct due
diligence and pay other expenses related to finding another suitable business
combination without securing additional financing. Thus, 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.

   To the extent that our capital stock is used in whole or in part as
consideration to effect a business combination, the proceeds held in the trust
account as well as any other net proceeds not expended will be used to finance
the operations of the target business.

   As of the date of this prospectus, Mr. Wasserman and Mr. Blaha have loaned
us an aggregate of $187,800 which was used to pay a portion of the expenses of
this offering, such as SEC registration fees, NASD registration fees and legal
and accounting fees and expenses. This loan will be payable without interest
on the earlier of May 18, 2006 or the consummation of this offering. The loan
will be repaid out of the net proceeds of this offering not being placed in
trust.

   The net proceeds of this offering not held in the trust account and not
immediately required for the purposes set forth above will be invested only in
United States "government securities," defined as any Treasury Bills issued by
the United States having a maturity of 180 days or less, or in money market
funds meeting certain conditions under Rule 2a-7 promulgated under the
Investment Company Act of 1940 so that we are not deemed to be an investment
company under the Investment Company Act. The interest income

                                       26
derived from investment of these net proceeds during this period will be used
to defray our general and administrative expenses, as well as costs relating
to compliance with securities laws and regulations, including associated
professional fees, until a business combination is completed. We believe that,
upon consummation of this offering, we will have sufficient available funds to
operate for at least the next 24 months, assuming that a business combination
is not consummated during that time.

   We may not use all of the proceeds held in trust in connection with a
business combination, either because the consideration for the business
combination is less than the proceeds in trust or because we have financed a
portion of the consideration with our capital stock or debt securities. 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
businesses, which may include subsequent acquisitions.

   Other than the $7,500 per month general and administrative service fees
described above, no compensation of any kind (including finder's and
consulting fees) will be paid to any of our initial stockholders, or any of
their affiliates, for services rendered to us prior to or in connection with
the consummation of the business combination. However, our initial
stockholders will receive reimbursement for any out-of-pocket expenses
incurred by them in connection with activities on our behalf, such as
identifying potential target businesses and performing due diligence on
suitable business combinations. After the consummation of a business
combination, if any, to the extent our management remains as officers of the
resulting business, we anticipate that they may enter into employment
agreements, the terms of which shall be negotiated and which we expect to be
comparable to employment agreements with other similarly-situated companies in
the homeland security and/or defense industries. Further, after the
consummation of a business combination, if any, to the extent our directors
remain as directors of the resulting business, we anticipate that they will
receive compensation comparable to directors at other similarly-situated
companies in the homeland security and/or defense industries.

   A public stockholder will be entitled to receive funds from the trust
account (including interest earned on his, her or its portion of the trust
account) only in the event of our liquidation upon our failure to complete a
business combination, or if that public stockholder were to seek to convert
such shares into cash in connection with a business combination which the
public stockholder previously voted against and which we actually consummate.
In no other circumstances will a public stockholder have any right or interest
of any kind to or in the trust account.

                                       27
DILUTION

   The difference between the public offering price per share of common stock,
assuming no value is attributed to the warrants included in the units, and the
pro forma net tangible book value per share of our common stock after this
offering constitutes the dilution to investors in this offering. Net tangible
book value per share is determined by dividing our net tangible book value,
which is our total tangible assets less total liabilities (including the value
of common stock which may be converted into cash if voted against the business
combination), by the number of outstanding shares of our common stock.

   At July 18, 2005, our net tangible book value was a deficiency of $12,977,
or approximately $(0.016) per share of common stock. After giving effect to
the sale of 8,000,000 shares of common stock included in the units (but
excluding shares issuable upon exercise of the warrants included in the
units), and the deduction of underwriting discounts and estimated expenses of
this offering, our pro forma net tangible book value (as decreased by the
value of 1,599,200 shares of common stock which may be converted into cash) at
July 18, 2005 would have been $47,031,243 or $5.60 per share, representing an
immediate increase in net tangible book value of $5.62 per share to the
initial stockholders and an immediate dilution of $2.40 per share or 30% to
new investors not exercising their conversion rights.

   The following table illustrates the dilution to the new investors on a per-
share basis, assuming no value is attributed to the warrants included in the
units:
Public offering price ..................................................   $8.00
    Net tangible book value before this offering ...........................    (.02)
    Increase attributable to new investors .................................    5.62
    Pro forma net tangible book value after this offering ..................    5.60
    Dilution to new investors ..............................................    2.40
Our pro forma net tangible book value after this offering has been reduced
by approximately $11,434,280 because if we effect a business combination, the
conversion rights to the public stockholders may result in the conversion into
cash of up to approximately 19.99% of the aggregate number of the shares sold
in this offering at a per-share conversion price equal to the amount in the
trust account calculated as of two business days prior to the consummation of
the proposed business combination, inclusive of any interest, divided by the
number of shares sold in this offering.

   The following table sets forth information with respect to our initial
stockholders and the new investors:
SHARES PURCHASED          TOTAL CONSIDERATION
                                                               -----------------------     ------------------------
                                                                                                                      AVERAGE PRICE
                                                                 NUMBER     PERCENTAGE       AMOUNT      PERCENTAGE     PER SHARE
                                                               ----------   ----------    -----------    ----------   -------------
Initial stockholders.......................................    2,000,000        20.0%     $    25,000       0.001%       $0.0125
New investors(1)...........................................    8,000,000        80.0%     $64,000,000      99.999%       $  8.00
                                                               ----------   ----------    -----------    ----------
                                                               10,000,000      100.0%     $64,025,000     100.000%
                                                               ==========   ==========    ===========    ==========
---------------
(1) Assumes (i) the sale of 8,000,000 units in this offering, but not the
    exercise of 8,000,000 warrants to purchase shares of our common stock sold
    as part of such units and (ii) no exercise of the underwriters' over-
    allotment option.

                                       28
CAPITALIZATION

   The following table sets forth our capitalization at July 18, 2005 and as
adjusted to give effect to the sale of our units and the application of the
estimated net proceeds derived from the sale of our units:
JULY 18, 2005
                                                          ----------------------
                                                                          AS
                                                           ACTUAL      ADJUSTED
                                                          --------   -----------
Notes Payable to Stockholders ........................    $187,802   $        --
                                                          --------
Total Debt ...........................................     187,802            --
                                                          --------
Common stock, $.0001 par value, -0- and 1,599,200
  shares which are subject to possible conversion,
  shares at conversion value (1)......................          --    11,434,280
Stockholders' equity:
 Preferred stock, $.0001 par value, 1,000,000 shares
   authorized; none issued or outstanding.............          --            --
 Common stock, $.0001 par value, 100,000,000 shares
   authorized; 2,000,000 shares issued and
   outstanding; 8,400,800 shares issued and
   outstanding (excluding 1,599,200 shares subject to
   possible conversion), as adjusted..................         200           840
 Additional paid-in capital ..........................      24,800    47,035,880
 Deficit accumulated during the development stage ....      (5,477)       (5,477)
                                                          --------   -----------
 Total stockholders' equity ..........................      19,523    47,031,243
                                                          --------   -----------
 Total capitalization ................................    $207,325   $58,465,523
                                                          ========   ===========
---------------
(1) If we consummate a business combination, the conversion rights afforded to
    our public stockholders may result in the conversion into cash
    (approximately $11,434,280) of up to approximately 19.99% of the aggregate
    number of shares (approximately 1,599,200 shares) sold in this offering at
    a per-share conversion price equal to the amount in the trust account
    ($7.15 per share), inclusive of any interest thereon, as of two business
    days prior to the proposed consummation of a business combination divided
    by the number of shares sold in this offering.

                                       29
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                 FINANCIAL CONDITION AND RESULTS OF OPERATIONS

   We were formed on April 20, 2005, to serve as a vehicle to acquire one or
more domestic or international assets or an operating business in the homeland
security or defense industries or a combination thereof, through a merger,
capital stock exchange, asset acquisition or other similar business
combination. We do not have any specific business combination under
consideration, and neither we, nor any representative acting on our behalf,
has had any contacts with any target businesses regarding a business
combination. We intend to utilize cash derived from the proceeds of this
offering, our capital stock, debt or a combination thereof, in effecting a
business combination. The issuance of additional shares of our capital stock:

   o may significantly reduce the equity interest of our stockholders;

   o will likely cause a change in control if a substantial number of our
     shares of common stock are issued, which may affect, among other things,
     our ability to use our net operating loss carry forwards, if any, and may
     also result in the resignation or removal of one or more of our present
     officers and directors; and

   o may adversely affect prevailing market prices for our common stock.

   Similarly, if we issued debt securities, it could result in:

   o default and foreclosure on our assets if our operating revenues after a
     business combination were insufficient to pay our debt obligations;

   o acceleration of our obligations to repay the indebtedness even if we have
     made all principal and interest payments when due if the debt security
     contained covenants that require the satisfaction or maintenance of
     certain financial ratios or reserves and any such covenants were breached
     without a waiver or renegotiation of that covenant;

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

   o our inability to obtain additional financing, if necessary, if the debt
     security contained covenants restricting our ability to obtain additional
     financing while such security was outstanding.

   We have neither engaged in any operations nor generated any revenues to
date. Our entire activity since inception has been to prepare for our proposed
fundraising through an offering of our equity securities.

   We estimate that the net proceeds from the sale of the units, after
deducting offering expenses of approximately $5,554,000 (or $6,130,000 if the
underwriters' over-allotment option is exercised in full), including
$1,280,000 evidencing the underwriters' non-accountable expense allowance of
2% of the gross proceeds, and underwriting discounts of approximately
$3,840,000 (or $4,416,000 if the underwriters' over-allotment option is
exercised in full), will be approximately $58,446,000 (or $67,470,000 if the
underwriters' over-allotment option is exercised in full). Of this amount,
$57,210,000, or $66,059,250 if the underwriters' over-allotment option is
exercised in full, will be held in trust and the remaining $1,236,000 (or
$1,410,750 if the underwriters' over-allotment option is exercised in full)
will not be held in trust. We will use substantially all of the net proceeds
of this offering to acquire a target business, including identifying and
evaluating prospective acquisition candidates, selecting the target business,
and structuring, negotiating and consummating the business combination. To the
extent that our capital stock is used in whole or in part as consideration to
effect a business combination, the proceeds held in the trust account as well
as any other net proceeds not expended will be used to finance the operations
of the target business.

   We believe that, upon consummation of this offering, the funds available to
us outside of the trust account will be sufficient to allow us to operate for
at least the next 24 months, assuming that a business combination is not
consummated during that time. Over this time period, we anticipate making the
following approximate expenditures: $200,000 of expenses for legal, accounting
and other expenses attendant to the due diligence investigations, structuring
and negotiating of a business combination, $250,000 of expenses for the due
diligence and investigation of a target business, $180,000 for administrative
services and support payable

                                       30
to an affiliated third party (up to $7,500 per month for 24 months), $50,000
of expenses in legal and accounting fees relating to our SEC reporting
obligations and $556,000 ($730,750 if the underwriters' over-allotment option
is exercised in full) for general working capital that will be used for
miscellaneous expenses and reserves, including potential deposits, down
payments or funding of a "no-shop" provision in connection with a particular
business combination and D&O insurance.

   We do not believe we will need to raise additional funds following this
offering in order to meet the expenditures required for operating our
business. However, we may need to raise additional funds through a private
offering of debt or equity securities if such funds are required to consummate
a business combination that is presented to us.

   As of the date of this prospectus, Mr. Wasserman and Mr. Blaha have loaned
us an aggregate of $187,800, which was used to pay a portion of the expenses
of this offering, such as SEC registration fees, NASD registration fees and
legal and accounting fees and expenses. This loan will be payable without
interest on the earlier of May 18, 2006 or the consummation of this offering.
The loan will be repaid out of the net proceeds of this offering not being
placed in trust.

                                       31
PROPOSED BUSINESS

   We are a recently organized Delaware blank check company formed for the
purpose of acquiring, through a merger, capital stock exchange, asset
acquisition or other similar business combination, one or more domestic or
international operating businesses in the homeland security or defense
industries or a combination thereof. We do not have any specific merger,
capital stock exchange, asset acquisition or other business combination under
consideration and we have not, nor has anyone on our behalf, contacted any
potential target business or had any discussions, formal or otherwise, with
respect to such a transaction. To date our efforts have been limited to
organizational activities as well as activities related to this offering.

INTRODUCTION

   Beginning with the terrorist attacks on September 11, 2001 and continuing
with our country's war on global terrorism, homeland security has become of
paramount importance in the United States and around the world. Unfortunately,
the events of September 11, 2001 exposed the fact that one of the greatest
strengths of our society - its openness and interconnectedness - can also be
one of its greatest vulnerabilities. Such events have driven the need for
improved protection of our coastline, airlines, railroads, ports, and
manufacturing facilities. We believe that our country's homeland security
depends upon developing and maximizing the use of new technologies, adopting
industry-wide standards and shortening the cycle between innovation and
security applications. According to the Civitas Group, a strategic advisory
and investment services firm serving the homeland security market, the United
States homeland security market is projected to be approximately $23.4 billion
and the global homeland security market is projected to be approximately $42.4
billion in 2005. In addition, by 2015 the global homeland security market is
projected to exceed $170 billion, according to Homeland Security Research
Corp., a homeland security market research firm.

   As a result of September 11, 2001 and the war on global terrorism, many
defense industry-based companies expanded their businesses into the homeland
security industry in order to take advantage of their existing government
sales channels and expand the market for their products and services.
Accordingly, we may purchase one or more operating businesses engaged in the
homeland security industry or the defense industry or a combination thereof,
in order to similarly capitalize on their existing government contracts and
relationships.

   Defense spending is projected to exceed $420 billion in government fiscal
year 2005, a 5.5% increase over government fiscal year 2004. The President's
proposed budget for government fiscal year 2006 includes defense spending of
$441 billion, a 4.8% increase over government fiscal year 2005 projections. If
adopted, this would be the largest defense budget in history in actual
dollars. The 2006 Department of Defense spending plan submitted to Congress
includes a 25.5% increase over the next six years.

   Our management, board of directors and special advisor have established an
extensive network of relationships from which to identify and generate
acquisition opportunities within the homeland security and defense industries.
Certain of our directors have extensive experience in the defense sector and
more recently in homeland security, including serving at the highest levels of
the United States Armed Forces and the Department of Homeland Security. In
addition, we believe the experience of our officers and directors in
investment banking and private equity investments will be beneficial in
structuring and consummating a business combination.

HOMELAND SECURITY AND DEFENSE INDUSTRY SEGMENTS

   We are focused on a business combination in the homeland security or defense
industries, or a combination thereof, which includes, among others, the
following sectors:

   o nuclear and radiological prevention;

   o ground transport security;

   o aviation security;

   o port and maritime security;

                                       32
o border security;

   o physical infrastructure protection;

   o cyber security;

   o emergency preparedness and response;

   o bioterrorism prevention;

   o counterterrorism and law enforcement;

   o domestic and foreign intelligence;

   o information technology solutions, systems engineering and operation,
     management and support services to the U.S. Department of Defense and
     other U.S. government agencies; and

   o support services related to defense for the various U.S. national
     laboratories.

   We anticipate that target business candidates will be brought to our
attention from various unaffiliated sources, including investment bankers,
attorneys, accountants, venture capital funds, private equity funds, leveraged
buyout funds, management buyout funds, brokers and other members of the
financial community, who may present solicited or unsolicited proposals. We
expect such sources to become aware that we are seeking a business combination
candidate by a variety of means, such as publicly available information
relating to this offering, public relations and marketing efforts and/or
direct contact by management to be commenced following the completion of this
offering. Our existing stockholders, officers, directors and special advisor
as well as their affiliates may also bring to our attention target business
candidates. While our officers and directors make no commitment as to the
amount of time they will spend trying to identify or investigate potential
target businesses, they believe that the various relationships they have
developed over their careers together with their direct inquiry of their
contacts will generate a number of potential target businesses that will
warrant further investigation. While we do not presently anticipate engaging
the services of professional firms that specialize in business acquisitions on
any formal basis, we may engage these firms in the future, in which event we
may pay a finder's fee or other compensation. The terms of any such
arrangements will be negotiated with such persons on an arm's length basis and
disclosed to our stockholders in the proxy materials we provide in connection
with any proposed business combination. In no event, however, will we pay any
of our existing officers, directors or stockholders or any entity with which
they are affiliated any finder's fee or other compensation for services
rendered to us prior to or in connection with the consummation of a business
combination. We will pay Maxim Group LLC a cash fee at the closing of our
business combination equal to 1% of the gross proceeds of this offering
(including any proceeds, if any, as a result of the exercise of the over-
allotment option). In addition, none of our officers, directors or existing
stockholders will receive any finder's fee, consulting fees or any similar
fees or other compensation from any other person or entity in connection with
our initial business combination other than any compensation or fees to be
received for any services provided following such business combination.

   While we may need to effect a business combination with more than one target
business, which may be in different homeland security and defense sectors, our
initial business acquisition must be with one or more operating businesses the
fair market value of which is, either individually or collectively, at least
equal to 80% of our net assets at the time of such acquisition. We do not have
any specific business combination under consideration, and we have not had any
preliminary contacts or discussions with any target businesses regarding a
business combination.

   Prior to completion of a business combination, we will seek to have all
vendors, prospective target businesses or other entities that we engage
execute agreements with us waiving any right, title, interest or claim of any
kind in or to any monies held in the trust account for the benefit of our
public stockholders. In the event that a vendor, prospective target business
or other entity were to refuse to execute such a waiver, we will execute an
agreement with that entity only if our management first determines that we
would be unable to obtain, on a reasonable basis, substantially similar
services or opportunities from another entity willing to execute such a
waiver.

                                       33
MANAGEMENT AND BOARD EXPERTISE AND EXPERIENCE

   We believe that the experience and contacts of our officers and directors in
the defense and homeland security industries, as well as the investment
banking and private equity fields, will give us an advantage sourcing,
structuring and consummating a business combination.

   STEVEN M. WASSERMAN, CHIEF EXECUTIVE OFFICER, PRESIDENT AND CO-CHAIRMAN OF
THE BOARD OF DIRECTORS

   o Over twenty years of experience in financial advisory and investment
     fields as well as operating businesses;

   o Current managing partner of AMT Ventures LLC, an entity primarily engaged
     in public and private equity and debt investments on a principal basis;

   o Current managing partner of AMT Capital Partners LLC, an investment
     banking and advisory firm, a position he has held since June 1998; and

   o Previously managing director of the Cardinal Fund, a risk arbitrage
     entity, a position he has held for more than four years.

   GARY E. JOHNSON, CO-CHAIRMAN OF THE BOARD OF DIRECTORS

   o Current president of High Beta of New Mexico, a venture capital company
     specializing in investments in companies focused on alternative forms of
     energy;

   o Former Governor of New Mexico from January 1995 to December 2002, the
     first Governor in the history of New Mexico to serve two consecutive four
     year terms and the recipient of a ranking among the nation's seven top
     governors in each of the Cato Institute's fiscal report cards between
     1996 and 2002;

   o As Governor, Mr. Johnson signed into law tax credits to help Sandia
     National Laboratories offer assistance to small businesses, and he signed
     a joint-power agreement between the State of New Mexico and Los Alamos
     National Laboratories to help make the Internet more accessible to rural
     areas; and

   o Founder in April 1975 and former president of Big J Enterprises Inc., a
     full-service commercial and industrial construction company, one of New
     Mexico's leading construction companies at the time of its sale in 1999.

   ROBERT B. BLAHA, CHIEF MANAGEMENT OFFICER AND EXECUTIVE VICE PRESIDENT

   o Over twelve years experience in management consulting to Fortune 500
     companies;

   o Current president of Human Capital Associates, a management consulting
     company;

   o Current vice chairman and a member of the board of directors of Integrity
     Bank & Trust (Colorado Springs, Colorado);

   o Previously held senior management positions with Ford Motor Company
     (NYSE: F), Monsanto Company (NYSE: MON), Engelhard Corporation (NYSE: EC)
     and ASEA Brown Boveri (NYSE: ABB); and

   o Authored numerous articles and three books on issues relating to high
     performance work systems, leadership, and achieving organizational wide
     commitment to change and efficiency.

   CAROL A. DIBATTISTE, DIRECTOR

   o 34 years of experience in the defense industry including most recently
     homeland security;

   o Current chief credentialing, compliance and privacy officer with
     ChoicePoint Inc. (NYSE: CPS), a leading provider of identification and
     credential verification services;

   o Former deputy administrator from July 2004 to April 2005 and chief of
     staff from March 2003 to July 2004, of the Transportation Security
     Administration (TSA), Department of Homeland Security,

                                       34
responsible for overseeing all TSA functions and serving as liaison
     between the TSA and the Department of Homeland Security;

   o Former under secretary of the United States Air Force from August 1999 to
     January 2001, the second highest ranking position responsible for
     readiness recruiting, training and equipping more than 710,000
     individuals and a budget of over $70 billion; and

   o Former deputy United States attorney for the Southern District of Florida
     from January 1998 to August 1999, and director, Executive Office for
     United States Attorneys, Department of Justice from July 1994 to December
     1997.

   GENERAL RONALD FOGLEMAN, DIRECTOR

   o 34 years of distinguished service in the United States Air Force;

   o Former member of the Joint Chiefs of Staff, acting as military advisor to
     the Secretary of Defense, the National Security Council and the President
     of the United States;

   o Previously the 15th chief of staff of the U.S. Air Force as the senior
     uniformed officer responsible for the organizing, training and equipping
     of 750,000 active duty, guard, reserve and civilian forces serving in the
     United States and overseas; and

   o Former commander-in-chief of the U.S. Transportation Command (CINCTRANS).

   GENERAL ROBERT T. HERRES, DIRECTOR

   o Over 36 years of military experience and 14 years as a senior executive;

   o Former vice chairman of the Joint Chiefs of Staff from February 1987 to
     February 1990, the nation's second highest ranking military officer;

   o Former first commander of the United States Space Command from September
     1985 to January 1987; and

   o Former chief executive officer and chairman of the board of United
     Services Automobile Association (USAA), a member owned diversified
     insurance and financial service organization servicing current and former
     members of the U.S. military and their families.

   MICHAEL WEINSTEIN, SPECIAL ADVISOR

   o Over 20 years of experience in government procurement, business
     development, technology investments and law;

   o Current director of business development, department of energy programs
     for Perot Systems Corp. (NYSE: PER);

   o Former assistant general counsel in the Executive Office of the President
     of the United States, White House Office of Administration, during which
     time he assisted in the drafting of Federal acquisition protocols; and

   o Former attorney and advisor for telecommunications and information
     systems, Office of Management and Budget, Executive Office of the
     President of the United States in which position Mr. Weinstein developed
     policy on telecommunications and information systems infrastructure for
     the United States Air Force.

COMPETITIVE ADVANTAGES

   We believe that the experience and contacts of our directors, officers and
special advisor will give us an advantage in sourcing, structuring and
consummating a business combination. The future role of our key personnel
following a business combination, however, cannot presently be fully
ascertained. Specifically, the members of our current management are not
obligated to remain with us subsequent to a business combination, and we
cannot assure you that the resignation or retention of our current management
will be included as a term or condition in any agreement relating to a
business combination. In addition, despite the

                                       35
competitive advantages we believe we enjoy, we remain subject to significant
competition with respect to identifying and executing a business combination.

   Established Deal Sourcing Network

   Through our management team, our directors and special advisor we believe we
have extensive contacts and sources from which to generate acquisition
opportunities within the homeland security and defense sectors. These contacts
and sources include government, private and public companies within the
homeland security and defense industries, private equity and venture capital
funds, investment bankers, attorneys and accountants.

EFFECTING A BUSINESS COMBINATION

   General

   We are not presently engaged in, and we will not engage in, any substantive
commercial business for an indefinite period of time following this offering.
We intend to utilize cash derived from the proceeds of this offering, our
capital stock, debt or a combination of these in effecting a business
combination. Although substantially all of the net proceeds of this offering
are intended to be generally applied toward effecting a business combination
as described in this prospectus, the proceeds are not otherwise being
designated for any more specific purposes. Accordingly, prospective investors
will invest in us without an opportunity to evaluate the specific merits or
risks of any one or more business combinations. A business combination may
involve the acquisition of, or merger with, a company which does not need
substantial additional capital but which desires to establish a public trading
market for its shares, while avoiding what it may deem to be adverse
consequences of undertaking a public offering itself. These include time
delays, significant expense, loss of voting control and compliance with
various Federal and state securities laws. In the alternative, we may seek to
consummate a business combination with a company that may be financially
unstable or in its early stages of development or growth. While we may seek to
effect business combinations with more than one target business, we will
probably have the ability, as a result of our limited resources, to effect
only a single business combination with the proceeds of this offering.

   We have not selected or approached any target business

   We do not have any specific merger, capital stock exchange, asset
acquisition or other business combination under consideration and we have not,
nor has anyone on our behalf, contacted any potential target business or had
any preliminary contact or discussions, formal or otherwise, with respect to
such a transaction. Additionally, we have not engaged or retained any agent or
other representative to identify or locate any suitable acquisition candidate.
Finally, there have been no diligence, discussions, negotiations and/or other
similar activities undertaken, directly or indirectly, by us, our affiliates
or representatives, or by any third party, with respect to a business
combination transaction with us.

   Subject to the limitations that a target business or businesses have a
collective fair market value of at least 80% of our net assets at the time of
the acquisition, as described below in more detail, we will have virtually
unrestricted flexibility in identifying and selecting a prospective
acquisition candidate. Accordingly, there is no basis for investors in this
offering to evaluate the possible merits or risks of the target business with
which we may ultimately complete a business combination. To the extent we
effect a business combination with a financially unstable company or an entity
in its early stage of development or growth, including entities without
established records of sales or earnings, we may be affected by numerous risks
inherent in the business and operations of financially unstable and early
stage or potential emerging growth companies. Although our management will
endeavor to evaluate the risks inherent in a particular target business, we
cannot assure you that we will properly ascertain or assess all significant
risk factors.

   Sources of target businesses

   We anticipate that target business candidates will be brought to our
attention from various unaffiliated sources, including investment bankers,
attorneys, accountants, venture capital funds, private equity funds, leveraged
buyout funds, management buyout funds and other members of the financial
community as well as sources and relationships in the homeland security and
defense industries and government, who may present

                                       36
solicited or unsolicited proposals. We expect such sources to become aware
that we are seeking a business combination candidate by a variety of means,
such as publicly available information relating to this offering, public
relations and marketing efforts and/or direct contact by management to be
commenced following the completion of this offering. Our existing
stockholders, officers, directors and special advisor as well as their
affiliates may also bring to our attention target business candidates. While
our officers and directors make no commitment as to the amount of time they
will spend trying to identify or investigate potential target businesses, they
believe that the various relationships they have developed over their careers
together with their direct inquiry of their contacts will generate a number of
potential target businesses that will warrant further investigation. We
anticipate that the positions held and contacts maintained by our officers,
directors and special advisor within the investment community and the homeland
security and defense industries will generate potential acquisition
candidates. While we do not presently anticipate engaging the services of
professional firms that specialize in business acquisitions on any formal
basis, we may engage these firms in the future, in which event we may pay a
finder's fee or other compensation. While our officers and directors make no
commitment as to the amount of time they will spend trying to identify or
investigate potential target businesses, they believe that the various
relationships they have developed over their careers together with their
direct inquiry of their contacts will generate a number of potential target
businesses that will warrant further investigation. In no event, however, will
we pay any of our existing officers, directors, special advisor or
stockholders or any entity with which they are affiliated any finder's fee or
other compensation for services rendered to us prior to or in connection with
the consummation of a business combination. However, in the event any of our
existing officers, directors, special advisor or stockholders has a pre-
existing relationship with any company that we enter into a business
combination with, they may be entitled to receive compensation from the target
company pursuant to their pre-existing relationship. We will not enter into
any business combinations with any affiliates of our initial stockholders,
officers or directors without obtaining an opinion from an independent
investment banking firm that a business combination with any such company is
fair to our stockholders from a financial point of view.

   Selection of a target business and structuring of a business combination

   Subject to the requirement that our initial business combination must be
with a target business or businesses with a collective fair market value that
is at least 80% of our net assets at the time of such acquisition, our
management will have virtually unrestricted flexibility in identifying and
selecting a prospective target business. In evaluating a prospective target
business (including any such target that may have international operations or
assets), our management will consider, among other factors, the following:

   o financial condition and results of operation;

   o growth potential;

   o experience and skill of management and availability of additional
     personnel;

   o capital requirements;

   o competitive position;

   o barriers to entry into the target business's industries;

   o stage of development of the products, processes or services;

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

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

   o regulatory environment of the industry; and

   o costs associated with effecting the business combination.

   These criteria are not intended to be exhaustive. Any evaluation relating to
the merits of a particular business combination will be based, to the extent
relevant, on the above factors as well as other considerations deemed relevant
by our management in effecting a business combination consistent with our
business objective. In evaluating a prospective target business, we will
conduct an extensive due diligence

                                       37
review which will encompass, among other things, meetings with incumbent
management, where applicable, and inspection of facilities, as well as review
of financial and other information which will be made available to us.

   We expect that our chief executive officer and president and our chief
management officer and executive vice president will allocate a significant
amount of their time, as necessary, for meetings with management and/or other
representatives of target business candidates, site visits, due diligence,
interviews with incumbent management, negotiations and any other activities
necessary to complete a business combination. We may also engage an
independent third party consultant or expert to assist us in the due diligence
process although we have not identified or engaged any such consultants or
experts as of the date of this prospectus.

   We will endeavor to structure a business combination so as to achieve the
most favorable tax treatment to us, the target business and its stockholders,
as well as our own stockholders. We cannot assure you, however, that the
Internal Revenue Service or appropriate state tax authority will agree with
our tax treatment of the business combination.

   The time and costs required to select and evaluate a target business and to
structure and complete the business combination cannot presently be
ascertained with any degree of certainty. Any costs incurred with respect to
the identification and evaluation of a prospective target business with which
a business combination is not ultimately completed will result in a loss to us
and reduce the amount of capital available to otherwise complete a business
combination. We will not pay any finders or consulting fees to our initial
stockholders, or any of their respective affiliates, for services rendered to
or in connection with a business combination. However, in the event any of our
existing officers, directors or stockholders has a pre-existing relationship
with any company that we enter into a business combination with, they may be
entitled to receive compensation from the target company pursuant to their
pre-existing relationship. We will not enter into any business combinations
with any affiliates of our initial stockholders, officers or directors without
obtaining an opinion from an independent investment banking firm that a
business combination with any such company is fair to our stockholders from a
financial point of view.

   Fair market value of target business

   The initial target business or businesses that we acquire must have a
collective fair market value equal to at least 80% of our net assets at the
time of such acquisition. There is no limitation on our ability to raise funds
privately or through loans that would allow us to acquire a target business or
businesses with a fair market value in an amount considerably greater than 80%
of our net assets at the time of acquisition. We have not had any preliminary
discussions, or made any agreements or arrangements, with respect to financing
arrangements with any third party. The fair market value of any such business
or businesses will be determined by our board of directors based upon
standards generally accepted by the financial community, such as actual and
potential sales, earnings and cash flow and book value. If our board is not
able to independently determine that the target business has a sufficient fair
market value, we will obtain an opinion from an unaffiliated, independent
investment banking firm which is a member of the National Association of
Securities Dealers, Inc. with respect to the satisfaction of such criteria.
However, we will not be required to obtain an opinion from an investment
banking firm as to the fair market value if our board of directors
independently determines that the target business has sufficient fair market
value. We expect that any such opinion will be included in our proxy
soliciting materials furnished to our stockholders in connection with a
business combination, and that such independent investment banking firm will
be a consenting expert.

   Probable lack of business diversification

   While we may seek to effect business combinations with more than one target
business, our initial business combination must be with a target business
which satisfies the minimum valuation standard at the time of such
acquisition, as discussed above. Consequently, it is probable that we will
have the ability to effect only a single business combination. Accordingly,
the prospects for our ability to execute any potential business plan may be
entirely dependent upon the future performance of a single business. Unlike
other entities which may have the resources to complete several business
combinations of entities operating in multiple industries or multiple areas of
a single industry, it is probable that we will not have the resources to

                                       38
diversify our operations or benefit from the possible spreading of risks or
offsetting of losses. By consummating a business combination with only a
single entity, our lack of diversification may:

   o subject us to numerous economic, competitive and regulatory developments,
     any or all of which may have a substantial adverse impact upon the
     particular industry in which we may operate subsequent to a business
     combination, and

   o result in our dependency upon the development or market acceptance of a
     single or limited number of products, processes or services.

   Additionally, since it is possible that our business combination may entail
the simultaneous acquisitions of several assets or operating businesses at the
same time and may be with different sellers, we will need to convince such
sellers to agree that the purchase of their assets or closely related
businesses is contingent upon the simultaneous closings of the other
acquisitions.

   Limited ability to evaluate the target business's management

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

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

   Opportunity for stockholder approval of business combination

   Prior to the completion of a business combination, we will submit the
transaction to our stockholders for approval, even if the nature of the
acquisition is such as would not ordinarily require stockholder approval under
applicable state law. In connection with seeking stockholder approval of a
business combination, we will furnish our stockholders with proxy solicitation
materials prepared in accordance with the Securities Exchange Act of 1934,
which, among other matters, will include a description of the operations of
the target business and certain required financial information regarding the
business.

   In connection with the vote required for any business combination, all of
our initial stockholders, including all of our officers and directors, have
agreed to vote their respective shares of common stock owned by them
immediately prior to this offering in accordance with the majority of the
shares of common stock voted by the public stockholders. In addition, our
existing stockholders have agreed to vote any shares of common stock acquired
in or following this offering in favor of the business combination submitted
to our stockholders for approval. Accordingly, they will not be able to
exercise conversion rights with respect to a potential business combination.
We will proceed with the business combination only if a majority of the shares
of common stock voted by the public stockholders are voted in favor of the
business combination and public stockholders owning less than 20% of the
shares sold in this offering exercise their conversion rights. Voting against
the business combination alone will not result in conversion of a
stockholder's shares into a pro rata share of the trust account. Such
stockholder must have also exercised its conversion rights described below.

   Conversion rights

   At the time we seek stockholder approval of any business combination, we
will offer each public stockholder the right to have such stockholder's shares
of common stock converted to cash if the stockholder votes against the
business combination and the business combination is approved and completed.
The actual

                                       39
per-share conversion price will be equal to the amount in the trust account,
inclusive of any interest (calculated as of two business days prior to the
consummation of the proposed business combination), divided by the number of
shares sold in this offering. Without taking into any account interest earned
on the trust account, the initial per-share conversion price would be $7.15 or
$0.85 less than the per-unit offering price of $8.00. However, to the extent
an initial stockholder acquires shares during or after this offering, the
average per-share cost of each of the shares held by that initial stockholder
will likely be less than the per-share conversion price, after taking into
account the $.0125 per share price paid by the initial stockholders for their
initial shares. Because the initial per share conversion price is $7.15 per
share (plus any interest), which is lower than the $8.00 per unit price paid
in the offering and, which may be lower then the market price of the common
stock on the date of the conversion, there may be a disincentive on the part
of public stockholders to exercise their conversion rights. An eligible
stockholder may request conversion at any time after the mailing to our
stockholders of the proxy statement and prior to the vote taken with respect
to a proposed business combination at a meeting held for that purpose, but the
request will not be granted unless the stockholder votes against the business
combination and the business combination is approved and completed. Any
request for conversion, once made, may be withdrawn at any time up to the date
of the meeting. It is anticipated that the funds to be distributed to
stockholders entitled to convert their shares who elect conversion will be
distributed promptly after completion of a business combination. Public
stockholders who convert their stock into their share of the trust account
still have the right to exercise the warrants that they received as part of
the units. We will not complete any business combination if public
stockholders, owning 20% or more of the shares sold in this offering, exercise
their conversion rights.

   Liquidation if no business combination

   If we do not complete a business combination within 18 months after the
consummation of this offering, or within 24 months if the extension criteria
described below have been satisfied, we will be dissolved and will distribute
to all of our public stockholders, in proportion to their respective equity
interests, an aggregate sum equal to the amount in the trust account,
inclusive of any interest, plus any remaining net assets. Our initial
stockholders have waived their rights to participate in any liquidation
distribution with respect to shares of common stock owned by them immediately
prior to this offering. There will be no distribution from the trust account
with respect to our warrants, which will expire worthless.

   If we were to expend all of the net proceeds of this offering, other than
the proceeds deposited in the trust account, and without taking into account
interest, if any, earned on the trust account, the initial per-share
liquidation price would be $7.15 or $0.85 less than the per-unit offering
price of $8.00. The proceeds deposited in the trust account could, however,
become subject to the claims of our creditors which could be prior to the
claims of our public stockholders. We cannot assure you that the actual per-
share liquidation price will not be less than $7.15, plus interest, due to
claims of creditors. Although we will seek to have all vendors, prospective
target businesses or other entities we engage execute agreements with us
waiving any right, title, interest or claim of any kind in or to any monies
held in the trust account for the benefit of our public stockholders, there is
no guarantee that they will execute such agreements or even if they execute
such agreements that they would be prevented from bringing claims against the
trust account. If any third party refused to execute an agreement waiving such
claims to the monies held in the trust account, we would perform an analysis
of the alternatives available to us if we chose not to engage such third party
and evaluate if such engagement would be in the best interest of our
stockholders if such third party refused to waive such claims. Examples of
possible instances where we may engage a third party that refused to execute a
waiver include the engagement of a third party consultant whose particular
expertise or skills are believed by management to be significantly superior to
those of other consultants that would agree to execute a waiver or in cases
where management is unable to find a provider of required services willing to
provide the waiver. In any event, our management would perform an analysis of
the alternatives available to it and would only enter into an agreement with a
third party that did not execute a waiver if management believed that such
third party's engagement would be significantly more beneficial to us than any
alternative. In addition, there is no guarantee that such entities will agree
to waive any claims they may have in the future as a result of, or arising out
of, any negotiations, contracts or agreements with us and will not seek
recourse against the trust account for any reason. Our chief executive officer
and president and chief management officer and executive vice president have
agreed pursuant to agreements with us and the representative of the
underwriters that, if

                                       40
we distribute the proceeds held in trust to our public stockholders, they will
be personally liable under certain circumstances (for example, if a vendor
does not waive any rights or claims to the trust account) to pay debts and
obligations to vendors or other entities that are owed money by us for
services rendered or products sold to us in excess of the net proceeds of this
offering not held in the trust account, to the extent necessary to ensure that
such claims do not reduce the amount in the trust account. We cannot assure
you, however, that they would be able to satisfy those obligations.

   If we enter into either a letter of intent, an agreement in principle or a
definitive agreement to complete a business combination prior to the
expiration of 18 months after the consummation of this offering, but are
unable to complete the business combination within the 18 month period, then
we will have an additional six months in which to complete the business
combination contemplated by the letter of intent, agreement in principle or
definitive agreement. If we are unable to do so by the expiration of the 24
month period from the consummation of this offering, we will then liquidate.
Upon notice from us, the trustee of the trust account will commence
liquidating the investments constituting the trust account and will turn over
the proceeds to our transfer agent for distribution to our public
stockholders. We anticipate that our instruction to the trustee would be given
promptly after the expiration of the applicable 18 month or 24 month period.

   Our public stockholders shall be entitled to receive funds from the trust
account only in the event of our liquidation or if the stockholders seek to
convert their respective shares into cash upon a business combination which
the stockholder voted against and which is actually completed by us. In no
other circumstances shall a stockholder have any right or interest of any kind
to or in the trust account. Voting against the business combination alone will
not result in conversion of a stockholder's shares into a pro rata share of
the trust account. Such stockholder must have also exercised its conversion
rights described above.

COMPETITION FOR TARGET BUSINESSES

   In identifying, evaluating and selecting a target business, we may encounter
intense competition from other entities having a business objective similar to
ours. Many of these entities are well established and have extensive
experience identifying and effecting business combinations directly or through
affiliates. Many of these competitors possess greater technical, human and
other resources than us and our financial resources will be relatively limited
when contrasted with those of many of these competitors. While we believe
there are numerous potential target businesses that we could acquire with the
net proceeds of this offering, our ability to compete in acquiring certain
sizable target businesses will be limited by our available financial
resources. This inherent competitive limitation gives others an advantage in
pursuing the acquisition of a target business. Further:

   o our obligation to seek stockholder approval of a business combination or
     obtain the necessary financial information to be included in the proxy
     statement to be sent to stockholders in connection with such business
     combination may delay or prevent the completion of a transaction;

   o our obligation to convert into cash shares of common stock held by our
     public stockholders in certain instances may reduce the resources
     available to us for a business combination;

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

   o the requirement to acquire assets or an operating business that has a
     fair market value equal to at least 80% of our net assets at the time of
     the acquisition could require us to acquire several assets or closely
     related operating businesses at the same time, all of which sales would
     be contingent on the closings of the other sales, which could make it
     more difficult to consummate the business combination.

   Additionally, we face competition from other blank-check companies which
have formed recently, a number of which may consummate a business combination
in any industry they choose. We may therefore be subject to competition from
these companies, which are seeking to consummate a business plan similar to
ours and which will, as a result, increase demand for privately-held companies
to combine with companies structured similarly to ours. Further, the fact that
only one of approximately 24 such companies since August 2003 has completed a
business combination and three of such companies have entered into a
definitive

                                       41
agreement for a business combination may be an indication that there are only
a limited number of attractive target businesses available to such entities or
that many privately-held target businesses may not be inclined to enter into
business combinations with publicly held blank check companies like us.

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

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

FACILITIES

   We maintain our executive offices at 328 West 77th Street, New York, New
York, 10024. We have agreed to pay ASG Management, Inc., an affiliated third
party of which Mr. Wasserman and Mr. Blaha are principals, approximately
$7,500 per month for office space (located at our executive offices) and
certain additional general and administrative services.

   We consider our current office space adequate for our current operations.

EMPLOYEES

   We have two officers, both of whom are also members of our board of
directors. These individuals are not obligated to contribute any specific
number of hours per week and intend to devote only as much time as they deem
necessary to our affairs. The amount of time they will devote in any time
period will vary based on the availability of suitable target businesses to
investigate, although we expect such individuals to devote an average of
approximately ten hours per week to our business. We do not intend to have any
full time employees prior to the consummation of a business combination.

PERIODIC REPORTING AND FINANCIAL INFORMATION

   We will register our units, common stock and warrants under the Securities
Exchange Act of 1934, as amended, and have reporting obligations, including
the requirement that we file annual and quarterly reports with the SEC. In
accordance with the requirements of the Securities Exchange Act of 1934, our
annual reports will contain financial statements audited and reported on by
our independent accountants.

   We will not acquire an operating business in the homeland security or
defense industries if audited financial statements based on United States
generally accepted accounting principles cannot be obtained for such target
business. Alternatively, we will not acquire assets if the financial
information called for by applicable law cannot be obtained for such assets.
Additionally, our management will provide stockholders with the foregoing
financial information as part of the proxy solicitation materials sent to
stockholders to assist them in assessing each specific target business or
assets we seek to acquire. Our management believes that the requirement of
having available financial information for the target business or assets may
limit the pool of potential target businesses or assets available for
acquisition.

LEGAL PROCEEDINGS

   To the knowledge of our management, there is no litigation currently pending
or contemplated against us or any of our officers or directors in their
capacity as such.

COMPARISON TO OFFERINGS OF BLANK CHECK COMPANIES

   The following table compares and contrasts the terms of our offering and the
terms of an offering of blank check companies under Rule 419 promulgated by
the SEC assuming that the gross proceeds, underwriting discounts and
underwriting expenses for the Rule 419 offering are the same as this offering
and that the underwriters will not exercise their over-allotment option. None
of the terms of a Rule 419 offering will apply to this offering.

                                       42
TERMS OF OUR OFFERING                            TERMS UNDER A RULE 419 OFFERING
                             -------------------------------------------------    -------------------------------------------------
ESCROW OF OFFERING          $57,210,000 of the net offering proceeds will be     $52,992,000 would be required to be deposited
  PROCEEDS                  deposited into a trust account at JP Morgan Chase    into either an escrow account with an insured
                            NY Bank maintained by American Stock Transfer        depositary institution or in a separate bank
                            & Trust Company.                                     account established by a broker-dealer in which
                                                                                 the broker-dealer acts as trustee for persons
                                                                                 having the beneficial interests in the account.

INVESTMENT OF NET           The $57,210,000 of net offering proceeds held in     Proceeds could be invested only in specified
  PROCEEDS                  trust will be invested only in U.S. "government      securities such as a money market fund meeting
                            securities," defined as Treasury Bills issued by     conditions of the Investment Company Act of 1940
                            the United States having a maturity of 180 days      or in securities that are direct obligations of,
                            or less or in money market funds meeting certain     or obligations guaranteed as to principal or
                            conditions under Rule 2a-7 under the Investment      interest by the United States.
                            Company Act of 1940.

LIMITATION ON FAIR VALUE    The initial target business that we acquire must     We would be restricted from acquiring a target
  OR NET ASSETS             have a fair market value equal to at least 80% of    business unless the fair value of such business
  OF TARGET BUSINESS        our net assets at the time of such acquisition.      or net assets to be acquired represent at least
                                                                                 80% of the maximum offering proceeds.

TRADING OF SECURITIES       The units shall commence trading on or promptly      No trading of the units or the underlying common
  ISSUED                    after the date of this prospectus. The common        stock and warrants would be permitted until the
                            stock and warrants comprising the units may begin    completion of a business combination. During this
                            to trade separately on the 90th day after the        period, the securities would be held in the
                            date of this prospectus unless the representative    escrow or trust account.
                            of the underwriters informs us of its decision to
                            allow earlier separate trading, provided we have
                            filed with the SEC a Current Report on Form 8-K,
                            which includes an audited balance sheet
                            reflecting our receipt of the gross proceeds of
                            this offering, including any proceeds we receive
                            from the exercise of the over-allotment option,
                            if such option is exercised prior to the filing
                            of the Form 8-K. Thereafter the units will no
                            longer trade.
43
TERMS OF OUR OFFERING                            TERMS UNDER A RULE 419 OFFERING
                             -------------------------------------------------    -------------------------------------------------
EXERCISE OF THE WARRANTS    The warrants cannot be exercised until the later     The warrants could be exercised prior to the
                            of the completion of a business combination or       completion of a business combination, but
                            one year from the date of this prospectus and,       securities received and cash paid in connection
                            accordingly, will only be exercised after the        with the exercise would be deposited in the
                            trust account has been terminated and                escrow or trust account.
                            distributed.

ELECTION TO REMAIN          We will give our stockholders the opportunity to     A prospectus containing information required by
  AN INVESTOR               vote on the business combination. In connection      the SEC would be sent to each investor. Each
                            with seeking stockholder approval, we will send      investor would be given the opportunity to notify
                            each stockholder a proxy statement containing        the company, in writing, within a period of no
                            information required by the SEC. A stockholder       less than 20 business days and no more than 45
                            following the procedures described in this           business days from the effective date of the
                            prospectus is given the right to convert his or      post-effective amendment, to decide whether he or
                            her shares into his or her pro rata share of the     she elects to remain a stockholder of the company
                            trust account. However, a stockholder who does       or require the return of his or her investment.
                            not follow these procedures or a stockholder who     If the company has not received the notification
                            does not take any action would not be entitled to    by the end of the 45th business day, funds and
                            the return of any funds.                             interest or dividends, if any, held in the trust
                                                                                 or escrow account would automatically be returned
                                                                                 to the stockholder. Unless a sufficient number of
                                                                                 investors elect to remain investors, all of the
                                                                                 deposited funds in the escrow account must be
                                                                                 returned to all investors and none of the
                                                                                 securities would be issued.

BUSINESS COMBINATION        A business combination must occur within 18          If an acquisition has not been consummated within
  DEADLINE                  months after the consummation of this offering or    18 months after the effective date of the initial
                            within 24 months after the consummation of this      registration statement, funds held in the trust
                            offering if a letter of intent, agreement in         or escrow account would be returned to investors.
                            principle or definitive agreement relating to a
                            prospective business combination was entered into
                            prior to the end of the 18 month period.

RELEASE OF FUNDS            The proceeds held in the trust account will not      The proceeds held in the escrow account would not
                            be released until the earlier of the completion      be released until the earlier of the completion
                            of a business combination or our liquidation upon    of a business combination or the failure to
                            our failure to effect a business combination         effect a business combination within the allotted
                            within the allotted time.                            time.
44
MANAGEMENT

DIRECTORS AND EXECUTIVE OFFICERS

   Our current directors and executive officers are as follows:
NAME                        AGE   POSITION
----                        ---   --------
Steven M. Wasserman          44   Chief Executive Officer, President, Secretary and Co-Chairman
                                  of the Board of Directors

Gary E. Johnson              52   Co-Chairman of the Board of Directors

Robert B. Blaha              50   Chief Management Officer, Executive Vice President and Director

Carol A. DiBattiste          53   Director

Ronald R. Fogleman           63   Director

Robert T. Herres             72   Director
STEVEN M. WASSERMAN has served as our chief executive officer and secretary
since April 2005 and as our president and co-chairman of the board of
directors since August 2005. From April 2005 to August 2005, Mr. Wasserman
also served as our chairman. Mr. Wasserman also currently serves as the
managing partner of AMT Ventures LLC, an entity primarily engaged in public
and private equity and debt investments on a principal basis, a position he
has held since April 2004. In addition, Mr. Wasserman is the managing partner
of AMT Capital Partners LLC, an investment banking and advisory firm, a
position he has held since June 1998. From June 1997 to July 2001, Mr.
Wasserman was the managing director of the Cardinal Fund, a risk arbitrage
fund.

   GOVERNOR GARY E. JOHNSON has served as co-chairman of the board of directors
since August 2005. In July 2005 he was elected a director. Since June 2004,
Governor Johnson has been the president of High Beta of New Mexico, a venture
capital company specializing in investments in companies focused on
alternative forms of energy. From October 1998 to the present Mr. Johnson has
also served as president of GEJ Enterprises, Inc., a construction consulting
company. From January 1995 to December 2002, Mr. Johnson served as Governor of
the State of New Mexico, having been the first governor in the history of New
Mexico to be elected for two consecutive four year terms and was the recipient
of a ranking among the nation's seven top governors in each of the Cato
Institute's fiscal report cards between 1996 and 2002. As Governor, Mr.
Johnson signed into law tax credits to help Sandia National Laboratories offer
assistance to small businesses, and he signed a joint-powers agreement between
the State of New Mexico and Los Alamos National Laboratories to help make the
Internet more accessible to rural areas. Prior to serving as Governor, from
April 1975 to October 1998 Mr. Johnson was the founder and president of Big J
Enterprises, Inc., a full-service commercial and industrial construction
company located in New Mexico with clients such as Sandia National
Laboratories, Honeywell International Inc. (NYSE: HON) and Intel Corp.
(Nasdaq: INTC). Mr. Johnson sold Big J Enterprises Inc. in 1999, and at the
time of its sale it was one of New Mexico's leading construction companies.

   ROBERT B. BLAHA has served as our chief management officer, executive vice
president and a director since July 2005. Mr. Blaha currently serves as the
president of Human Capital Associates, a management consulting company, a
position he has held since June 1993. Since February 2003, Mr. Blaha has also
served as the vice chairman and member of the board of directors of Integrity
Bank & Trust, a commercial bank based in Colorado Springs, Colorado. During
his career, Mr. Blaha has held senior management positions with Ford Motor
Company (NYSE: F), Monsanto Company (NYSE: MON), Engelhard Corporation (NYSE:
EC) and Asea Brown Boveri (NYSE: ABB). Mr. Blaha has authored numerous
articles and three books, entitled "Beyond Survival," "The Archer Chronicles"
and "The Lean Six Sigma Accelerator," on issues relating to high performance
work systems, leadership and achieving organizational wide commitment to
change and efficiency.

   CAROL A. DIBATTISTE has served as a director since July 2005. Ms. DiBattiste
is currently the chief credentialing, compliance and privacy officer with
ChoicePoint Inc. (NYSE: CPS), a leading provider of identification and
credential verification services, a position she has held since April 2005.
From July 2004 to

                                       45
April 2005, Ms. DiBattiste served as deputy administrator, Transportation
Security Administration (TSA), Department of Homeland Security, and as the
TSA's chief of staff from March 2003 to July 2004, with responsibility for
overseeing all TSA functions and serving as liaison between TSA and the
Department of Homeland Security. From February 2001 to February 2003, Ms.
DiBattiste was a partner at the law firm of Holland & Knight, LLP.
Additionally, Ms. DiBattiste served as under secretary in the United States
Air Force from August 1999 to January 2001, the second highest position,
responsible for readiness, recruiting, training and equipping a force of
710,000 individuals and a budget of over $70 billion. From December 1997 to
August 1999, Ms. DiBattiste was the deputy United States attorney, Southern
District of Florida and from July 1994 to December 1997, she was the director
of the Executive Office for United States Attorneys, Department of Justice.
From August 1993 to July 1994, she was the principal deputy general counsel
for the Department of the Navy and from July 1991 to August 1993 she was an
assistant United States attorney for the Southern District of Florida. Ms.
DiBattiste enlisted in the United States Air Force in March 1971, received her
commission in September 1976 and retired in the rank of Major after twenty
years of service in 1991.

   GENERAL RONALD R. FOGLEMAN has served as a director since July 2005. General
Fogleman retired in 1997 after 34 years of distinguished service in the United
States Air Force. General Fogleman is currently the senior vice president of
Projects International, an international business advising company, a position
that he has held since May 2001. General Fogleman served as chairman and chief
executive officer of Durango Aerospace, Inc., an international aviation
consulting firm, from January 1998 until December 2004. In addition, from
January 1998 to the present, General Fogleman has served as a consultant to
various defense industry and related companies, including Northrop Grumman
Corporation (NYSE: NOC), East Inc., RSL Electronics USA Inc., FMC
Technologies, Inc. (NYSE: FTI), Bell Helicopter Textron Inc. (a subsidiary of
Textron Inc. (NYSE: TXT)), Twentieth Century Alliance and Ahura Corporation.
From October 1994 to September 1997, General Fogleman served as a member of
the Joint Chiefs of Staff, acting as military advisor to the Secretary of
Defense, the National Security Counsel and the President of the United States.
From October 1994 to September 1997, he also served as the 15th Chief of Staff
of the U.S. Air Force, as the senior uniformed officer responsible for
organizing, training and equipping of 750,000 active duty, guard, reserve and
civilian forces serving in the United States and overseas. From August 1992 to
October 1994, he served as commander-in-chief of the U.S. Transportation
Command (CINCTRANS). He currently serves on the board of directors of the
following public companies: AAR Corporation (NYSE: AIR), a supplier of
products and services to the aviation industry; Alliant Techsystems Inc.
(NYSE: ATK), a provider of conventional munitions, rocket motors and advanced
weapons and space systems; Mesa Air Group, Inc. (Nasdaq: MESA), a regional
airline; and World Airways, Inc., an air carrier providing customized
transportation services. On May 31, 2004, General Fogleman became the non-
executive Chairman of the Board of World Airways, Inc. (Nasdaq: WLDA).

   GENERAL ROBERT T. HERRES has served as a director since July 2005. General
Herres retired from the United States Air Force in February 1990 after 36
years of distinguished service. General Herres is currently an advisor and
consultant to a family trust and a director of Ellison Management Co., LLC,
which provides asset management support and services to the trust, a position
he has held since November 2000. From September 1993 until April 2000, General
Herres served as chief executive officer of United Services Automobile
Association (USAA), a member-owned diversified insurance and financial service
organization serving current and former members of the U.S. military and their
families. From September 1993 until October 2002, he served as USAA's
chairman. From March 2001 until September 2003, General Herres served as
chairman of Luby's, Inc. (NYSE: LUB), an owner and operator of restaurants.
From February 1987 until February 1990, General Herres was vice chairman of
the Joint Chiefs of Staff, acting as military advisor to the Secretary of
Defense, the National Security Council and the President of the United States.
During the prior ten years of his career in the Air Force, General Herres held
the following positions: commander-in-chief, North American Aerospace Defense
Command and U.S. space command and commander, U.S. Air Force Space Command,
commander of the Eighth Air Force and commander of the Air Force
Communications Command. He also served as the director for command, control
and communications of the Department of Defense Joint Staff. General Herres
has received numerous awards and commendations, including the Distinguished
Service Medal, Defense Distinguished Service Medal, the Legion of Merit and
the Bronze Star.

                                       46
NUMBER AND TERM OF DIRECTORS

   Our board of directors is divided into two classes with only one class of
directors being elected in each year and each class serving a two-year term.
The term of office of the first class of directors, consisting of Mr.
Wasserman, General Fogleman and Governor Johnson, will expire at our first
annual meeting of stockholders. The term of office of the second class of
directors, consisting of Mr. Blaha, Ms. DiBattiste and General Herres, will
expire at the second annual meeting of stockholders.

   These individuals will play a key role in identifying and evaluating
prospective acquisition candidates, selecting the target business, and
structuring, negotiating and consummating its acquisition. Other than Ms.
DiBattiste and General Fogleman, none of these individuals has been a
principal of or affiliated with a public company or blank check company that
executed a business plan similar to our business plan and none of these
individuals is currently affiliated with such an entity. However, we believe
that the skills and expertise of these individuals, their collective access to
acquisition opportunities and ideas, their contacts, and their transaction
expertise should enable them to identify and effect an acquisition although we
cannot assure you that they will, in fact, be able to do so.

EXECUTIVE OFFICER AND DIRECTOR COMPENSATION

   No executive officer, director or initial stockholder, nor any affiliate
thereof, has received any cash compensation for services rendered. No
compensation of any kind, including finder's and consulting fees, will be paid
by us to any of our initial stockholders, including our officers and
directors, or any of their respective affiliates, for services rendered prior
to or in connection with a business combination. However, these individuals
will be reimbursed for any out-of-pocket expenses incurred in connection with
activities on our behalf such as identifying potential target businesses and
performing due diligence on suitable business combinations. Such individuals
may be paid consulting, management or other fees from target businesses as a
result of the business combination, with any and all amounts being fully
disclosed to stockholders, to the extent then known, in the proxy solicitation
materials furnished to the stockholders. There is no limit on the amount of
these out-of-pocket expenses and there will be no review of the reasonableness
of the expenses by anyone other than our board of directors which includes
persons who may seek reimbursement, or a court of competent jurisdiction if
such reimbursement is challenged, provided that no proceeds held in the trust
account will be used to reimburse out-of-pocket expenses prior to a business
combination. If all of our directors are not deemed "independent," we will not
have the benefit of independent directors examining the propriety of expenses
incurred on our behalf and subject to reimbursement, or monitoring our
compliance with the terms of this offering. In addition, since the role of our
current management and directors subsequent to a business combination is
uncertain, we have no ability to determine what remuneration, if any, will be
paid to our current management and directors prior to or after a business
combination by any target businesses.

   We have agreed to pay ASG Management, Inc., an entity of which Mr. Wasserman
and Mr. Blaha are principals, approximately $7,500 per month for office space
and certain additional general and administrative services.

SPECIAL ADVISER

   In addition to our board of directors, we also have access to special
advisors who have the background and experience to assist us in evaluating
target businesses and consummating a business combination. We have initially
identified Mr. Weinstein as our special advisor.

   MICHAEL WEINSTEIN has been our special advisor since July 2005. Mr.
Weinstein has over twenty years of experience in government procurement,
business development, technology investments and law. Since November 2004, Mr.
Weinstein has been the director of business development, department of energy
programs, for Perot Systems Corporation (NYSE: PER), a provider of technology-
based business solutions. From December 2003 until November 2004, Mr.
Weinstein was a partner with New York Technology Partners, LLC, a technology
transfer startup company. From December 2002 to December 2003, Mr. Weinstein
served as chief executive officer for Information Architects Corp. (OTCPK:
IACH), an internet-based pre-employment screening company. From October 2000
to December 2002, he was the managing

                                       47
partner of Focos Investments, Inc., an "angel" investment firm. From June 2000
to August 2001, Mr. Weinstein acted as a partner in Link 1 LLC, a technology
transfer startup company. Previously, Mr. Weinstein served as Assistant
General Counsel in the Executive Office of the President of the United States
from May 1986 to May 1987. From April 1984 to May 1986, he served as attorney
advisor for telecommunications and information systems, Office of Management
and Budget, Executive Office of the President of the United States and first
chief of telecommunications and information systems procurement law for the
United States Air Force from October 1982 to April 1984.

COMMITTEE OF THE BOARD OF DIRECTORS

   Our Board of Directors will have an Audit Committee, which will report to
the Board of Directors. General Herres, General Fogleman and Governor Johnson
will serve as members of our Audit Committee. The Audit Committee will be
responsible for meeting with our independent accountants regarding, among
other issues, audits and adequacy of our accounting and control systems.

   In addition, the Audit Committee will monitor compliance on a quarterly
basis with the terms of this offering. If any noncompliance is identified,
then the Audit Committee will be charged with the responsibility to take
immediately all action necessary to rectify such noncompliance or otherwise
cause compliance with the terms of this offering. Upon its establishment, the
Audit Committee will be composed entirely of at least three independent
directors.

CODE OF ETHICS

   We will adopt a code of ethics applicable to our directors, officers and
employees in accordance with applicable federal securities laws.

CONFLICTS OF INTEREST

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

   o None of our officers or directors is required to commit their full time
     to our affairs and, accordingly, they may have conflicts of interest in
     allocating management time among various business activities;

   o In the course of their other business activities, our officers and
     directors may become aware of investment and business opportunities which
     may be appropriate for presentation to us as well as the other entities
     with which they are affiliated. They may have conflicts of interest in
     determining to which entity a particular business opportunity should be
     presented;

   o Certain of our officers and directors are affiliated with entities in the
     homeland security and defense industries. In addition, our officers and
     directors may in the future become affiliated with entities, including
     other blank check companies, engaged in business activities similar to
     those intended to be conducted by us; and

   o Since our directors own shares of our common stock which will be released
     from escrow only in certain limited situations, our board may have a
     conflict of interest in determining whether a particular target business
     is appropriate to effect a business combination. The personal and
     financial interests of our directors and officers may influence their
     motivation in identifying and selecting a target business and completing
     a business combination timely.

   In general, officers and directors of a corporation incorporated under the
laws of the State of Delaware are required to present business opportunities
to a corporation if:

   o the corporation could financially undertake the opportunity;

   o the opportunity is within the corporation's line of business; and

   o it would not be fair to the corporation and its stockholders for the
     opportunity not to be brought to the attention of the corporation.

                                       48
Accordingly, as a result of multiple business affiliations, our officers and
directors may have similar legal obligations relating to presenting business
opportunities meeting the above-listed criteria to multiple entities. In
addition, conflicts of interest may arise when our board evaluates a
particular business opportunity with respect to the above-listed criteria. We
cannot assure you that any of the above mentioned conflicts will be resolved
in our favor.

   In order to minimize potential conflicts of interest which may arise from
multiple corporate affiliations, each of our officers and directors has agreed
in principle, until the earlier of a business combination, our liquidation or
such time as he or she ceases to be an officer or director, to present to us
for our consideration, prior to presentation to any other entity, any business
opportunity which may reasonably be required to be presented to us under
Delaware law, subject to any pre-existing fiduciary obligations they might
have.

   Steven M. Wasserman, our chief executive officer, president and co-chairman
of the board of directors, is also the managing partner of AMT Capital
Partners LLC. Although AMT Capital Partners LLC provides investment banking
services to certain companies engaged in the homeland security and defense
industries, Mr. Wasserman has agreed that our initial business combination
will not be with any of such companies so long as they remain clients of AMT
Capital Partners LLC, in order to avoid potential conflicts of interest that
may arise from these clients.

   Each of our directors has, or may come to have, to a certain degree, other
fiduciary obligations. In addition, all of our officers and directors have
fiduciary obligations to those companies on whose board of directors they may
sit. To the extent that they identify business opportunities that may be
suitable for the entities to which they owe a fiduciary obligation, our
officers and directors will honor those fiduciary obligations. Accordingly,
they may not present opportunities to us that otherwise may be attractive to
us unless the entities to which they owe a fiduciary obligation and any
successors to such entities have declined to accept such opportunities.

   In connection with the vote required for any business combination, all of
our initial stockholders, including all of our officers and directors, have
agreed to vote their respective shares of common stock which were owned prior
to this offering in accordance with the vote of the public stockholders owning
a majority of the shares of our common stock sold in this offering. In
addition, our existing stockholders have agreed to vote any shares of common
stock acquired in or following this offering in favor of the business
combination submitted to our stockholders for approval. Accordingly, they will
not be able to exercise conversion rights with respect to a potential business
combination. In addition, they have agreed to waive their respective rights to
participate in any liquidation distribution occurring upon our failure to
consummate a business combination.

                                       49
PRINCIPAL STOCKHOLDERS

   The following table sets forth information regarding the beneficial
ownership of our common stock as of the date of this prospectus, and as
adjusted to reflect the sale of our common stock included in the units offered
by this prospectus (assuming no purchase of units in this offering), by:

   o each person known by us to be the beneficial owner of more than 5% of our
     outstanding shares of common stock;

   o each of our officers and directors; and

   o all our officers and directors as a group.

   Unless otherwise indicated, we believe that all persons named in the table
have sole voting and investment power with respect to all shares of common
stock beneficially owned by them.
APPROXIMATE PERCENTAGE
                                                                           AMOUNT AND NATURE        OF OUTSTANDING COMMON STOCK
                                                                             OF BENEFICIAL      -----------------------------------
NAME AND ADDRESS OF BENEFICIAL OWNER(1)                                      OWNERSHIP        BEFORE OFFERING   AFTER OFFERING(2)
---------------------------------------                                    -----------------    ---------------   -----------------
Steven M. Wasserman(3).................................................        1,100,000             55.00%             11.00%
Robert B. Blaha........................................................          525,000             26.25%              5.25%
Tukwila Group LLC(4)...................................................          125,000              6.25%              1.25%
Gary E. Johnson........................................................           62,500              3.13%              0.63%
Carol A. DiBattiste....................................................           62,500              3.13%              0.63%
Ronald R. Fogleman.....................................................           62,500              3.13%              0.63%
Robert T. Herres.......................................................           62,500              3.13%              0.63%
Michael Weinstein......................................................           62,500              3.13%              0.63%
Laura Haffner..........................................................           62,500              3.13%              0.63%
All directors and executive officers as a group (six individuals)......        1,875,000             93.75%             18.75%
---------------

(1) Unless otherwise indicated, the business address of each beneficial owner of
    more than 5% of our outstanding common stock is 328 West 77th Street, New
    York, New York 10024.

(2) Assumes only the sale of 8,000,000 units in this offering, but not the
    exercise of the 8,000,000 warrants to purchase our common stock included in
    such units or the exercise of the underwriters' over-allotment option.

(3) The shares include 125,000 shares held by Tukwila Group LLC, an entity in
    which Mr. Wasserman is the sole manager, equity holder and has sole voting
    and dispositive power.

(4) Mr. Wasserman, the sole manager and equity holder of Tukwila Group LLC, has
    sole voting and dispositive power with respect to such shares.

   Steven M. Wasserman, our chief executive officer, president and co-chariman
of the board of directors, or his affiliates or designees, has agreed to
purchase up to $1,000,000 of our warrants on the open market, at a price per
warrant not to exceed $1.20, within 60 days of such warrants being separately
tradable. These warrants will not be sold until the consummation of a business
combination. None of our other initial stockholders, officers and directors
has indicated to us that they intend to purchase units in the offering or
warrants on the open market. Immediately after this offering, assuming no
exercise of the over-allotment option by the underwriters, our initial
stockholders, which include all of our officers and directors, collectively,
will beneficially own 20% of the then issued and outstanding shares of our
common stock. Because of this ownership block, these stockholders may be able
to effectively influence the outcome of all matters requiring approval by our
stockholders, including the election of directors and approval of significant
corporate transactions other than approval of a business combination.

                                       50
All of the shares of our common stock outstanding prior to the date of this
prospectus will be placed in escrow with American Stock Transfer & Trust
Company, as escrow agent, until the earliest of:

   o three years following the date of this prospectus;

   o upon the approval of our public stockholders; or

   o the consummation of a liquidation, merger, stock exchange or other
     similar transaction which results in all of our stockholders having the
     right to exchange their shares of common stock for cash, securities or
     other property subsequent to our consummating a business combination with
     a target business.

   During the escrow period, the holders of these shares will not be able to
sell or transfer their securities except to their spouses, siblings, parents,
grandchildren, children or trusts established for their benefit, but will
retain all other rights as our stockholders, including, without limitation,
the right to vote their shares of common stock and the right to receive cash
dividends, if declared. If dividends are declared and payable in shares of
common stock, such dividends will also be placed in escrow. If we are unable
to effect a business combination and liquidate, none of our initial
stockholders will receive any portion of the liquidation proceeds with respect
to common stock owned by them prior to the date of this prospectus.

   In addition, in connection with the vote required for our initial business
combination, all of our initial stockholders, including all of our officers
and directors, have agreed to vote the shares of common stock owned by them
immediately before this offering in accordance with the majority of the shares
of common stock voted by the public stockholders. In addition, our existing
stockholders have agreed to vote any shares of common stock acquired in or
following this offering in favor of the business combination submitted to our
stockholders for approval. Accordingly, they will not be able to exercise
conversion rights with respect to a potential business combination.

   Mr. Wasserman may be deemed to be our "parent" and is deemed our "promoter,"
as those terms are defined under the Federal securities laws.

                                       51
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

PRIOR SHARE ISSUANCES

   In July 2005, we issued 2,000,000 shares of our common stock to the
individuals and entity set forth below for an aggregate amount of $25,000 in
cash, at an average purchase price of $0.0125 per share, as follows:
NAME                                                            NUMBER OF SHARES               RELATIONSHIP TO US
----                                                            ----------------  --------------------------------------------------
Steven M. Wasserman .........................................        975,000      Chief Executive Officer, President, Secretary and
                                                                                    Co-Chairman of the Board of Directors
Robert B. Blaha .............................................        525,500      Executive Vice President and Director

Tukwila Group LLC ...........................................        125,000      Affiliate of Steven M. Wasserman

Gary E. Johnson .............................................         62,500      Co-Chairman of the Board of Directors

Carol A. DiBattiste .........................................         62,500      Director

Ronald R. Fogleman ..........................................         62,500      Director

Robert T. Herres ............................................         62,500      Director

Michael Weinstein ...........................................         62,500      Special Advisor

Laura Haffner ...............................................         62,500      Stockholder
The holders of the majority of these shares will be entitled to require us,
on up to two occasions, to register these shares pursuant to an agreement to
be signed prior to or on the date of this prospectus. The holders of the
majority of these shares may elect to exercise these registration rights at
any time after the date on which these shares of common stock are released
from escrow, which, except in limited circumstances, is not before three years
from the date of this prospectus. In addition, these stockholders have certain
"piggy-back" registration rights on registration statements filed subsequent
to the date on which these shares of common stock are released from escrow. We
will bear the expenses incurred in connection with the filing of any such
registration statements.

   As of the date of this prospectus, Steven M. Wasserman, our chief executive
officer, president and co-chairman of the board of directors, and Robert B.
Blaha, our chief management officer and executive vice president, have loaned
us an aggregate of $187,800 which was used to pay a portion of the expenses of
this offering, such as SEC registration fees, NASD registration fees and legal
and accounting fees and expenses. This loan will be payable without interest
on the earlier of May 18, 2006 or the consummation of this offering. The loan
will be repaid out of the net proceeds of this offering not being placed in
trust.

   Steven M. Wasserman, our chief executive officer, president and co-chairman
of the board of directors or his affiliates or designees, has agreed to
purchase up to $1,000,000 of our warrants on the open market, at a price per
warrant not to exceed $1.20, within 60 days of such warrants being separately
tradeable from the units. These warrants will not be sold until the
consummation of a business combination. The representative of the underwriter
has also agreed to purchase up to $500,000 of our warrants on the open market
on similar terms, except that they may sell any such warrants acquired by them
prior to the consummation of the business combination.

   We have agreed to pay ASG Management, Inc., an affiliated third party of
which Mr. Wasserman and Mr. Blaha are principals, approximately $7,500 per
month for office space and certain additional general and administrative
services.

   We will reimburse our officers and directors for any reasonable out-of-
pocket business expenses incurred by them in connection with certain
activities on our behalf such as identifying and investigating possible target
businesses and business combinations. There is no limit on the amount of
accountable out-of-pocket expenses reimbursable by us, which will be reviewed
only by our board or a court of competent jurisdiction if such reimbursement
is challenged.

                                       52
Other than the reimbursable out-of-pocket expenses payable to our officers
and directors, no compensation or fees of any kind, including finders and
consulting fees, will be paid by us to any of our initial stockholders,
officers or directors who owned our common stock prior to this offering, or to
any of their respective affiliates for services rendered to us prior to or
with respect to the business combination.

   Our existing stockholders, will not receive reimbursement for any out-of-
pocket expenses incurred by them to the extent that such expenses exceed the
amount in the trust account unless the business combination is consummated and
there are sufficient funds available for reimbursement after such
consummation. The financial interest of such persons could influence their
motivation in selecting a target business and thus, there may be a conflict of
interest when determining whether a particular business combination is in the
stockholders' best interest.

   After the consummation of a business combination, if any, to the extent our
management remains as officers of the resulting business, we anticipate that
our officers and directors may enter into employment agreements, the terms of
which shall be negotiated and which we expect to be comparable to employment
agreements with other similarly-situated companies in the homeland security
and/or defense industries. Further, after the consummation of a business
combination, if any, to the extent our directors remain as directors of the
resulting business, we anticipate that they will receive compensation
comparable to directors at other similarly-situated companies in the homeland
security and/or defense industries.

   All ongoing and future transactions between us and any of our officers and
directors or their respective affiliates, including loans by our officers and
directors, will be on terms believed by us to be no less favorable than are
available from unaffiliated third parties and such transactions or loans,
including any forgiveness of loans, will require prior approval in each
instance by a majority of our uninterested "independent" directors (to the
extent we have any) or the members of our board who do not have an interest in
the transaction, in either case who had access, at our expense, to our
attorneys or independent legal counsel. In addition, our management will
gather pricing information, estimates or fairness opinions from unaffiliated
third parties with respect to similar transactions undertaken by us to
ascertain whether such transactions with affiliates are on terms that are no
less favorable to us than are otherwise available from such unaffiliated third
parties. If a transaction with an affiliated third party were found to be on
terms less favorable to us than with an unaffiliated third party, we would not
engage in such transaction.

                                       53
DESCRIPTION OF SECURITIES

GENERAL

   We are authorized to issue 100,000,000 shares of common stock, par value
$.0001, and 1,000,000 shares of preferred stock, par value $.0001. As of the
date of this prospectus, 2,000,000 shares of common stock are outstanding,
held by nine record holders. No shares of preferred stock are currently
outstanding.

UNITS

   Each unit consists of one share of common stock and one warrant. Each
warrant entitles the holder to purchase one share of common stock. The common
stock and warrants may begin to trade separately on the 90th day after the
date of this prospectus unless Maxim Group LLC informs us of its decision to
allow earlier separate trading, provided that in no event may the common stock
and warrants be traded separately until we have filed with the SEC a Current
Report on Form 8-K which includes an audited balance sheet reflecting our
receipt of the gross proceeds of this offering. Thereafter the units will no
longer trade as units. We will file a Current Report on Form 8-K which
includes this audited balance sheet upon the consummation of this offering.
The audited balance sheet will reflect any proceeds we receive from the
exercise of the over-allotment option or any portion thereof, if all or any
portion of the over-allotment option is exercised prior to the filing of the
Form 8-K.

COMMON STOCK

   Our stockholders are entitled to one vote for each share held of record on
all matters to be voted on by stockholders. In connection with the vote
required for any business combination, all of our initial stockholders,
including all of our officers and directors, have agreed to vote their
respective shares of common stock owned by them immediately prior to this
offering in accordance with the public stockholders. In addition, our existing
stockholders have agreed to vote any shares of common stock acquired by them
in or following this offering in favor of the business combination submitted
to our stockholders for approval. Accordingly, they will not be able to
exercise conversion rights with respect to a potential business combination.
Additionally, our initial stockholders, officers and directors will vote all
of their shares in any manner they determine, in their sole discretion, with
respect to any other items that come before a vote of our stockholders.

   We will proceed with the business combination only if a majority of the
shares of common stock voted by the public stockholders are voted in favor of
the business combination and public stockholders owning less than 20% of the
shares sold in this offering exercise their conversion rights discussed below.
Voting against the business combination alone will not result in conversion of
a stockholder's shares into a pro rata share of the trust account. Such
stockholder must have also exercised its conversion rights described below.

   Our board of directors is divided into two classes, each of which will
generally serve for a term of two years with only one class of directors being
elected in each year. For more information, see the section entitled
"Management." There is no cumulative voting with respect to the election of
directors, with the result that the holders of more than 50% of the shares
voted for the election of directors can elect all of the directors.

   If we are forced to liquidate prior to a business combination, our public
stockholders are entitled to a pro rata share of the trust account, inclusive
of any interest, and any net assets remaining available for distribution to
them after payment of liabilities. Our initial stockholders have agreed to
waive their respective rights to participate in any liquidation or
distribution occurring upon our failure to consummate a business combination,
but only with respect to those shares of common stock acquired by them prior
to this offering.

   Our stockholders have no conversion, preemptive or other subscription rights
and there are no sinking fund or redemption provisions applicable to the
common stock, except that public stockholders have the right to have their
shares of common stock converted to cash equal to their pro rata share of the
trust account if they vote against the business combination and the business
combination is approved and completed. Public stockholders who convert their
stock into their share of the trust account still have the right to exercise
the warrants that they received as part of the units.

                                       54
PREFERRED STOCK

   Our certificate of incorporation authorizes the issuance of 1,000,000 shares
of blank check preferred stock with such designation, rights and preferences
as may be determined from time to time by our board of directors. No shares of
preferred stock are being issued or registered in this offering. Accordingly,
our board of directors is empowered, without stockholder approval, to issue
preferred stock with dividend, liquidation, conversion, voting or other rights
which could adversely affect the voting power or other rights of the holders
of common stock, although the underwriting agreement prohibits us, prior to a
business combination, from issuing preferred stock which participates in any
manner in the proceeds of the trust account, or which votes as a class with
the common stock on a business combination. We may issue some or all of the
preferred stock to effect a business combination. In addition, the preferred
stock could be utilized as a method of discouraging, delaying or preventing a
change in control of us. Although we do not currently intend to issue any
shares of preferred stock, we cannot assure you that we will not do so in the
future.

WARRANTS

   Prior to this offering there are no warrants outstanding. Each warrant
offered hereby entitles the registered holder to purchase one share of our
common stock at a price of $6.00 per share, subject to adjustment as discussed
below, at any time commencing on the later of:

   o the completion of the initial business combination; or

   o one year from the date of this prospectus.

   The warrants will expire four years from the date of this prospectus at 5:00
p.m., New York City time.

   The warrants, at the option of the holder, may be exercised by cash payment
of the exercise price or by "cashless exercise." A "cashless exercise" means
that in lieu of paying the aggregate purchase price for the shares being
purchased upon exercise of the warrants in cash, the holder will forfeit a
number of shares underlying the warrants with a "fair market value" equal to
such aggregate exercise price. We will not receive additional proceeds to the
extent that warrants are exercised by cashless exercise. The "fair market
value" will be determined using the average reported last sales price of our
common stock for the ten trading days ending on the third business day prior
to the exercise of the warrants.

   We may call the warrants for redemption,

   o in whole and not in part;

   o at a price of $.01 per warrant;

   o at any time after the warrants become exercisable;

   o upon not less than 30 days' prior written notice of redemption to each
     warrant holder; and

   o if, and only if, the last sale price of the common stock equals or
     exceeds $11.50 per share, for any 20 trading days within a 30 trading day
     period ending on the third business day prior to the notice of redemption
     to warrant holders.

   We have established these criteria to provide warrant holders with a premium
to the initial warrant exercise price as well as a degree of liquidity to
cushion the market reaction, if any, to our redemption call. If the foregoing
conditions are satisfied and we call the warrants for redemption, each warrant
holder shall then be entitled to exercise his or her warrant prior to the date
scheduled for redemption either by payment of the exercise price in cash or on
a "cashless exercise" basis; however, there can be no assurance that the price
of the common stock will exceed the call trigger price or the warrant exercise
price after the redemption call is made.

   The warrants will be issued in registered form under a warrant agreement
between American Stock Transfer & Trust Company, 59 Maiden Lane, New York, New
York 10038 as warrant agent, and us. You should review a copy of the warrant
agreement, which has been filed as an exhibit to the registration statement of
which this prospectus is a part, for a complete description of the terms and
conditions applicable to the warrants.

                                       55
The exercise price and number of shares of common stock issuable on exercise
of the warrants may be adjusted in certain circumstances including in the
event of a stock dividend, or our recapitalization, reorganization, merger or
consolidation. However, the warrants will not be adjusted for issuances of
common stock at a price below their respective exercise prices.

   The warrants may be exercised upon surrender of the warrant certificate on
or prior to the expiration date at the offices of the warrant agent, with the
exercise form on the reverse side of the warrant certificate completed and
executed as indicated, accompanied by full payment of the exercise price, by
certified check payable to us or by "cashless exercise," for the number of
warrants being exercised. The warrant holders do not have the rights or
privileges of holders of common stock and any voting rights until they
exercise their warrants and receive shares of common stock. After the issuance
of shares of common stock upon exercise of the warrants, each holder will be
entitled to one vote for each share held of record on all matters to be voted
on by stockholders.

   No warrants will be exercisable unless at the time of exercise a prospectus
relating to common stock issuable upon exercise of the warrants is current and
the common stock has been registered under the Securities Act of 1933 or
qualified or deemed to be exempt under the securities laws of the state of
residence of the holder of the warrants. Under the terms of the warrant
agreement, we have agreed to meet these conditions and use our best efforts to
maintain a current prospectus relating to common stock issuable upon exercise
of the warrants until the expiration of the warrants. However, we cannot
assure you that we will be able to do so. The warrants may be deprived of any
value and the market for the warrants may be limited if the prospectus
relating to the common stock issuable upon the exercise of the warrants is not
current or if the common stock is not qualified or exempt from qualification
in the jurisdictions in which the holders of the warrants reside.

   Steven M. Wasserman, our chief executive officer, president and co-chairman
of the board of directors, or his affiliates or designees, has agreed to
purchase up to $1,000,000 of our warrants in the open market, at a price per
warrant not to exceed $1.20, within 60 days of such warrants being separately
tradeable. These warrants will not be sold by Mr. Wasserman or his affiliates
or designees until the consummation of a business combination. Maxim Group LLC
has also agreed to purchase up to $500,000 of our warrants in the open market
on similar terms; however, Maxim Group LLC may sell their warrants prior to
the consummation of a business combination.

   No fractional shares will be issued upon exercise of the warrants. If, upon
exercise of the warrants, a holder would be entitled to receive a fractional
interest in a share, we will, upon exercise, round up to the nearest whole
number the number of shares of common stock to be issued to the warrant
holder.

PURCHASE OPTION

   We have agreed to sell to the representative of the underwriters an option
to purchase up to a total of 560,000 units at $8.80 per unit. The securities
underlying these units are identical to those offered by this prospectus. For
a more complete description of the purchase option, see the section below
entitled "Underwriting--Underwriting Terms."

DIVIDENDS

   We have not paid any dividends on our common stock to date and do not intend
to pay dividends prior to the completion of a business combination. The
payment of dividends in the future will be contingent upon our revenues and
earnings, if any, capital requirements and general financial condition
subsequent to completion of a business combination. The payment of any
dividends subsequent to a business combination will be within the discretion
of our then board of directors. It is the present intention of our board of
directors to retain all earnings, if any, for use in our business operations
and, accordingly, our board does not anticipate declaring any dividends in the
foreseeable future.

OUR TRANSFER AGENT AND WARRANT AGENT

   The transfer agent for our securities and warrant agent for our warrants is
American Stock Transfer & Trust Company, 59 Maiden Lane, New York, New York
10038.

                                       56
SHARES ELIGIBLE FOR FUTURE SALE

   Immediately after this offering, we will have 10,000,000 shares of common
stock outstanding, or 11,200,000 shares if the underwriters' over-allotment
option is exercised in full. Of these shares, the 8,000,000 shares sold in
this offering, or 9,200,000 shares if the over-allotment option is exercised
in full, will be freely tradable without restriction or further registration
under the Securities Act, except for any shares purchased by one of our
affiliates within the meaning of Rule 144 under the Securities Act. All of the
remaining 2,000,000 shares are restricted securities under Rule 144, in that
they were issued in private transactions not involving a public offering. None
of those will be eligible for sale under Rule 144 prior to July 15, 2006.
Notwithstanding this, all of those shares have been placed in escrow and will
not be transferable for a period of three years from the date of this
prospectus subject to certain limited exceptions, such as transfers to family
members and trusts for estate planning purposes and upon death while remaining
subject to the escrow agreement, and will only be released prior to that date
if we are forced to liquidate, in which case the certificate representing such
shares will be destroyed, the approval of our public stockholders, and the
consummation of a liquidation, merger, stock exchange or other similar
transaction which results in all of our stockholders having the right to
exchange their shares of common stock for cash, securities or other property
subsequent to our consummating a business combination with a target business.

   Rule 144

   In general, under Rule 144 as currently in effect, a person who has
beneficially owned restricted shares of our common stock for at least one year
would be entitled to sell within any three-month period a number of shares
that does not exceed the greater of either of the following:

   o 1% of the number of shares of common stock then outstanding, which will
     equal 100,000 shares immediately after this offering (or 112,000 if the
     underwriters' exercise their over-allotment option); and

   o the average weekly trading volume of the common stock during the four
     calendar weeks preceding the filing of a notice on Form 144 with respect
     to the sale.

   Sales under Rule 144 are also limited by manner of sale provisions and
notice requirements and to the availability of current public information
about us.

   Rule 144(k)

   Under Rule 144(k), a person who is not deemed to have been one of our
affiliates at the time of or at any time during the three months preceding a
sale, and who has beneficially owned the restricted shares proposed to be sold
for at least two years, including the holding period of any prior owner other
than an affiliate, is entitled to sell their shares without complying with the
manner of sale, public information, volume limitation or notice provisions of
Rule 144.

   SEC Position on Rule 144 Sales

   The Securities and Exchange Commission has taken the position that promoters
or affiliates of a blank check company and their transferees, both before and
after a business combination, would act as an "underwriter" under the
Securities Act when reselling the securities of a blank check company.
Accordingly, the Securities and Exchange Commission believes that those
securities can be resold only through a registered offering and that Rule 144
would not be available for those resale transactions despite technical
compliance with the requirements of Rule 144.

REGISTRATION RIGHTS

   The holders of our 2,000,000 issued and outstanding shares of common stock
on the date of this prospectus will be entitled to registration rights
pursuant to an agreement to be signed prior to or on the effective date of
this offering. The holders of the majority of these shares are entitled to
require us, on up to two occasions, to register these shares. The holders of
the majority of these shares can elect to exercise these registration rights
at any time after the date on which these shares of common stock are released
from escrow. In addition, these stockholders have certain "piggy-back"
registration rights on registration statements filed subsequent to the date on
which these shares of common stock are released from escrow. We will bear the
expenses incurred in connection with the filing of any such registration
statements.

                                       57
UNDERWRITING

   Maxim Group LLC is lead managing underwriter of the offering and is acting
as representative of the underwriters named below. Subject to the terms and
conditions in the underwriting agreement, each underwriter named below has
agreed to purchase from us, on a firm commitment basis, the respective number
of units shown opposite its name below, at the public offering price, less the
underwriting discount set forth on the cover page of this prospectus:
UNDERWRITER                                         NUMBER OF UNITS
      -----------                                         ---------------
Maxim Group LLC ................................
                                                          ---------------   ---
        TOTAL.........................................       8,000,000
The underwriting agreement provides that the underwriters are committed to
purchase all of the units offered by this prospectus if they purchase any of
the units. This commitment does not apply to the units subject to an over-
allotment option granted by us to the underwriters to purchase additional
units in this offering. The underwriting agreement also provides that the
obligations of the underwriters to pay for and accept delivery of the units
are subject to the passing upon of certain legal matters by counsel and
certain other conditions.

STATE BLUE SKY INFORMATION

   We will offer and sell the units to retail customers only in Colorado,
Delaware, District of Columbia, Florida, Hawaii, Illinois, Indiana, Maryland,
New York, Rhode Island and Wyoming. In New York, we have relied on an
exemption from the state registration requirements for transactions between an
issuer and an underwriter involving a firm commitment underwritten offering.
In the other states, we have relied on an exemption or we have applied to have
the units registered for sale and will not sell the units in these states
until such registration is effective (including in Colorado, pursuant to 11-
51-302(6) of the Colorado Revised Statutes).

   If you are not an institutional investor, you may purchase our securities in
this offering only in the jurisdictions described directly above.
Institutional investors in every state except Idaho and Oregon may purchase
the units in this offering pursuant to exemptions provided to such entities
under the Blue Sky laws of various states. The definition of an "institutional
investor" varies from state to state but generally includes financial
institutions, broker-dealers, banks, insurance companies and other qualified
entities.

   Under the National Securities Markets Improvement Act of 1996, the states
and territories of the United States are preempted from regulating the resale
by shareholders of the units, from and after the effective date, and the
common stock and warrants comprising the units, once they become separately
transferable, because we will file periodic and annual reports under the
Securities Exchange Act of 1934. However, states are permitted to require
notice filings and collect fees with regard to these transactions and a state
may suspend the offer and sale of securities within such state if any such
required filing is not made or fee is not paid. As of the date of this
prospectus, the following states do not require any notice filings or fee
payments and permit the resale of the units, and the common stock and warrants
comprising the units, once they become separately transferable:

   o Alaska, Arizona, Arkansas, California, Connecticut, Delaware, Florida,
     Georgia, Hawaii, Idaho, Indiana, Iowa, Kansas, Kentucky, Louisiana, Maine,
     Massachusetts, Minnesota, Mississippi, Missouri, Nebraska, New Jersey, New
     Mexico, New York, North Carolina, North Dakota, Oklahoma, Pennsylvania,
     South Dakota, Utah, Virginia, Washington, West Virginia, Wisconsin and
     Wyoming.

   Additionally, the following states permit the resale by shareholders of the
units, and the common stock and warrants comprising the units, once they
become separately transferable, if the proper notice filings have been made
and fees paid:

   o The District of Columbia, Illinois, Maryland, Michigan, Montana, New
     Hampshire, Ohio, Oregon, Puerto Rico, Rhode Island, South Carolina,
     Tennessee, Texas and Vermont.

                                       58
As of the date of this prospectus, we have not determined in which, if any,
of these states we will submit the required filings or pay the required fee.
Additionally, if any of these states that has not yet adopted a statute, rule
or regulation relating to the National Securities Markets Improvement Act
adopts such a statute in the future requiring a filing or fee or if any state
amends its existing statutes, rule or regulation with respect to its
requirements, we would need to comply with those new requirements in order for
the securities to continue to be eligible for resale in those jurisdictions.

   However, we believe that the units, from and after the effective date, and
the common stock and warrants comprising the units, once they become
separately transferable, will be eligible for sale on a secondary market basis
in each of the following states, without any notice filings or fee payments,
based upon the registration of the units, common stock and warrants in these
states or the availability of another applicable exemption from the state's
registration requirements:

   o immediately in Colorado, District of Columbia, Illinois, Ohio, Rhode Island
     and Tennessee;

   o commencing 90 days after the date of this prospectus in Nevada; and

   o commencing 180 days after the date of this prospectus in Alabama.

UNDERWRITING TERMS

    Pursuant to the underwriting agreement, we have granted to the
underwriters an option, exercisable for 45 days after the date of this
prospectus, to purchase up to an additional 1,200,000 units from us on the
same terms and at the same per unit price as the other units being purchased
by the underwriters from us. The underwriters may exercise the option solely
to cover over-allotments, if any, in the units that the underwriters have
agreed to purchase from us. If the over-allotment option is exercised in full,
the total public offering price, underwriting discounts and commissions and
proceeds to us before expenses will be $73,600,000, $4,416,000 and
$67,904,000, respectively.

   The following table shows the public offering price, underwriting discount
to be paid by us to the underwriters and the proceeds, before expenses, to us.
This information assumes either no exercise or full exercise by the
underwriters of their over-allotment option.
PER UNIT    WITHOUT OPTION   WITH OPTION
                                                                                           --------    --------------   -----------
Public offering price..................................................................      $8.00      $64,000,000     $73,600,000
Discount (1)...........................................................................       0.48        3,840,000       4,416,000
Non-accountable expense allowance(2)...................................................       0.16        1,280,000       1,280,000
Proceeds before expenses(3)............................................................       7.36       58,880,000      67,904,000
---------------

(1) Consists of an underwriting discount of 6% of the gross proceeds of this
    offering (including any units sold to cover overallotments). Does not
    include an additional underwriting discount in the amount of 1% of the gross
    proceeds of this offering (including any units sold to cover
    overallotments), payable out of the funds held in trust upon consummation of
    a business combination.

(2) The 2% non-accountable expense allowance is not payable with respect to the
    units sold upon exercise of the underwriters' over-allotment option.

(3) The offering expenses are estimated at $505,000.

   We have agreed to sell the units to the underwriters at the initial public
offering price less the underwriting discount set forth on the cover page of
this prospectus. The underwriting agreement also provides that the
representative of the underwriters will be paid a non-accountable expense
allowance equal to 2% of the gross proceeds from the sale of the units offered
by this prospectus ($50,000 of which has been previously advanced to Maxim),
exclusive of any units purchased on exercise of the over-allotment option. In
the event the offering is terminated, Maxim Group LLC will return to us the
amount previously advanced by us less Maxim Group LLC's actual out-of-pocket
expenses incurred in connection with the offering.

                                       59
We estimate that the total expenses of the offering payable by us, not
including underwriting discounts, commissions, the non-accountable expense
allowance and not taking into consideration the underwriters' over-allotment
option, will be approximately $505,000. These expenses include, but are not
limited to, SEC registration fees, NASD filing fees, accounting fees and
expenses, legal fees and expenses, printing and engraving expenses, transfer
agent fees and blue sky fees and expenses.

   In connection with this offering Maxim Group will pay a finder's fee to
Capital Hill Group, an NASD member firm. Capital Hill Group shall be entitled
to receive a percentage of the net management fees received by Maxim Group.
None of our officers, directors or principal shareholders or any of the
officers, directors or principal shareholders of Maxim Group are affiliated or
associated with Capital Hill Group.

   The underwriters will initially offer the units to be sold in this offering
directly to the public at the initial public offering price set forth on the
cover of this prospectus and to selected dealers at the initial public
offering price less a selling concession not in excess of $___ per unit. The
underwriters may allow, and the selected dealers may reallow, a concession not
in excess of $___ per unit on sales to brokers and dealers. After the
offering, the underwriters may change the offering price and other selling
terms. No change in those terms will change the amount of proceeds to be
received by us as set forth on the cover of this prospectus.

   We have agreed to sell to the representative, for $100, an option to
purchase up to a total of 560,000 units, exercisable at $8.80 per unit. The
units issuable upon exercise of this option are identical to those offered by
this prospectus. This option commences on the later of the consummation of a
business combination and one year from the date of this prospectus and
expiring five years from the date of this prospectus. The option and the
560,000 units, the 560,000 shares of common stock and the 560,000 warrants
underlying such units, and the 560,000 shares of common stock underlying such
warrants, have been deemed compensation by the NASD and are therefore subject
to a 180-day lock-up pursuant to Rule 2710(g)(1) of the NASD Conduct Rules.
Additionally, the option may not be sold, transferred, assigned, pledged or
hypothecated for a one-year period (including the foregoing 180-day period)
following the date of this prospectus. However, the option may be transferred
to any underwriter and selected dealer participating in the offering and their
bona fide officers or partners. Thereafter, the representative's units will be
transferable provided such transfer is in accordance with the provisions of
the Securities Act. Although the purchase option and its underlying securities
have been registered under the registration statement of which this prospectus
forms a part of, the option grants to holders demand and "piggy back" rights
for periods of five and seven years, respectively, from the date of this
prospectus with respect to the registration under the Securities Act of the
securities directly and indirectly issuable upon exercise of the option. We
will bear all fees and expenses attendant to registering the securities, other
than underwriting commissions which will be paid for by the holders
themselves. The exercise price and number of units issuable upon exercise of
the option may be adjusted in certain circumstances including in the event of
a stock dividend, or our recapitalization, reorganization, merger or
consolidation. However, the option will not be adjusted for issuances of
common stock at a price below its exercise price. We will set aside and at all
times have available a sufficient number of shares of common stock to be
issued upon exercise of the representative's units.

   We have engaged Maxim Group LLC, the representative of the underwriters, on
a non-exclusive basis, as our agent for the solicitation of the exercise of
the warrants. To the extent not inconsistent with the guidelines of the NASD
and the rules and regulations of the SEC, we have agreed to pay the
representative for bona fide services rendered a cash commission equal to 5%
of the exercise price for each warrant exercised more than one year after the
date of this prospectus either for cash or by cashless exercise, in either
case only if the exercise was solicited by the underwriters. In addition to
soliciting, either orally or in writing, the exercise of the warrants, the
representative's services may also include disseminating information, either
orally or in writing, to warrant holders about us or the market for our
securities, and assisting in the processing of the exercise of the warrants.
No compensation will be paid to the representative upon the exercise of the
warrants if:

   o the market price of the underlying shares of common stock is lower than
     the exercise price;

   o the holder of the warrants has not confirmed in writing that the
     underwriters solicited the exercise;

                                       60
o the warrants are held in a discretionary account;

   o the warrants are exercised in an unsolicited transaction; or

   o the arrangement to pay the commission is not disclosed in the prospectus
     provided to warrant holders at the time of exercise.

   Subject to any regulatory restrictions, Maxim Group LLC, the representative
of the underwriters, or certain of its principals, affiliates or designees,
has agreed to purchase up to $500,000 of our warrants on the open market, at
prices per warrant not to exceed $1.20, within 60 days of such warrants being
separately tradeable.

   If we consummate a business transaction, Maxim Group LLC will be entitled to
receive a cash fee equal to one percent of the gross proceeds we receive in
this offering, or $640,000 (up to $736,000 if the over-allotment option is
exercised in full).

   We have given Maxim Group LLC the right to designate an advisor to our board
of directors for two years following the date of this prospectus. The advisor
will have the right to attend all board meetings, receive all notices,
correspondence and communications sent to the board, and be reimbursed for
expenses.

   Prior to this offering there has been no public market for any of our
securities. The public offering price of the units and the terms of the
warrants were negotiated between us and the representative. Factors considered
in determining the prices and terms of the units, including the common stock
and warrants underlying the units, include:

   o the history and prospects of companies whose principal business is the
     acquisition of other companies;

   o prior offerings of those companies;

   o our prospects for acquiring an operating business at attractive values;

   o our capital structure;

   o an assessment of our management and their experience in identifying
     operating companies;

   o general conditions of the securities markets at the time of the offering;
     and

   o other factors as were deemed relevant.

   However, although these factors were considered, the determination of our
offering price is more arbitrary than the pricing of securities for an
operating company in a particular industry since the underwriters are unable
to compare our financial results and prospects with those of public companies
operating in the same industry.

   Although they are not obligated to do so, any of the underwriters may
introduce us to potential target businesses or assist us in raising additional
capital, as needs may arise in the future, but there are no preliminary
agreements or understandings between any of the underwriters and any potential
targets. We are not under any contractual obligation to engage any of the
underwriters to provide any services for us after this offering, but if we do,
we may pay the underwriters a finder's fee that would be determined at that
time in an arm's length negotiation where the terms would be fair and
reasonable to each of the interested parties; provided that no agreement will
be entered into and no fee will be paid prior to the one year anniversary of
the date of this prospectus.

   In connection with this offering, the underwriters may distribute
prospectuses electronically. No forms of prospectus other than printed
prospectuses and electronically distributed prospectuses that are printable in
Adobe PDF format will be used in connection with this offering.

   The underwriters have informed us that they will not confirm sales of units
offered by this prospectus to accounts over which they exercise discretionary
authority without obtaining the specific approval of the account holder.

                                       61
In connection with this offering, our underwriters may engage in stabilizing
transactions, over-allotment transactions, covering transactions and penalty
bids in accordance with Regulation M under the Securities Exchange Act of
1934, as amended.

   o Stabilizing transactions permit bids to purchase the underlying security
     so long as the stabilizing bids do not exceed the maximum price specified
     in Regulation M, which generally requires, among other things, that no
     stabilizing bid shall be initiated at or increased to a price higher than
     the lower of the offering price or the highest independent bid for the
     security on the principal trading market for the security.

   o Over-allotment involves sales by the underwriters of units in excess of
     the number of units the underwriters are obligated to purchase, which
     creates a short position. The short position may be either a covered
     short position or a naked short position. In a covered short position,
     the number of units over-allotted by the underwriters is not greater than
     the number of units that it may purchase in the over-allotment option. In
     a naked short position, the number of units involved is greater than the
     number of units in the over-allotment option. The underwriters may close
     out any covered short position by either exercising their over-allotment
     option or purchasing units in the open market.

   o Covering transactions involve the purchase of units in the open market
     after the distribution has been completed in order to cover short
     positions. In determining the source of units to close out the short
     position, the underwriters will consider, among other things, the price
     of units available for purchase in the open market as compared to the
     price at which it may purchase units through the over-allotment option.
     If the underwriters sell more units than could be covered by the over-
     allotment option, a naked short position, the position can only be closed
     out by buying units in the open market. A naked short position is more
     likely to be created if the underwriters are concerned that there could
     be downward pressure on the price of the units in the open market after
     pricing that could adversely affect investors who purchase in this
     offering.

   o Penalty bids permit the underwriters to reclaim a selling concession from
     a selected dealer when the units originally sold by the selected dealer
     is purchased in a stabilizing covering transaction to cover short
     positions.

   These stabilizing transactions, covering transactions and penalty bids may
have the effect of raising or maintaining the market price of our units or
preventing or retarding a decline in the market price of our units. As a
result, the price of our units may be higher than the price that might
otherwise exist in the open market. However, neither we nor the underwriters
make any representation or prediction as to the effect the transactions
described above may have on the price of our securities. These transactions
may occur on the OTC Bulletin Board, in the over-the-counter market or on any
trading market. If any of these transactions are commenced, they may be
discontinued without notice at any time.

   The underwriting agreement provides for indemnification between us and the
underwriters against specified liabilities, including liabilities under the
Securities Act, and for contribution by us and the underwriters to payments
that may be required to be made with respect to those liabilities. We have
been advised that, in the opinion of the Securities and Exchange Commission,
indemnification liabilities under the Securities Act is against public policy
as expressed in the Securities Act, and is therefore, unenforceable.

                                 LEGAL MATTERS

   The validity of the securities offered in this prospectus is being passed
upon for us by Eiseman Levine Lehrhaupt & Kakoyiannis, P.C., New York, New
York. Ellenoff Grossman & Schole LLP, New York, New York is acting as counsel
for the underwriters in this offering.

                                    EXPERTS

   The financial statements included in this prospectus and in the registration
statement have been audited by Goldstein Golub Kessler LLP an independent
registered public accounting firm, to the extent and for the period set forth
in their report appearing elsewhere in this prospectus and in the registration
statement. The

                                       62
financial statements and the report of Goldstein Golub Kessler LLP are
included in reliance upon their report given upon the authority of Goldstein
Golub Kessler LLP as experts in auditing and accounting.

                   WHERE YOU CAN FIND ADDITIONAL INFORMATION

   We have filed with the SEC a registration statement on Form S-1, which
includes exhibits, schedules and amendments, under the Securities Act, with
respect to this offering of our securities. Although this prospectus, which
forms a part of the registration statement, contains all material information
included in the registration statement, parts of the registration statement
have been omitted as permitted by rules and regulations of the SEC. We refer
you to the registration statement and its exhibits for further information
about us, our securities and this offering. The registration statement and its
exhibits, as well as our other reports filed with the SEC, can be inspected
and copied at the SEC's public reference room at 450 Fifth Street, N.W.,
Washington, D.C. 20549-1004. The public may obtain information about the
operation of the public reference room by calling the SEC at 1-800-SEC-0330.
In addition, the SEC maintains a web site at http://www.sec.gov which contains
the Form S-1 and other reports, proxy and information statements and
information regarding issuers that file electronically with the SEC.

                                       63
ALPHA SECURITY GROUP CORPORATION
                    (A CORPORATION IN THE DEVELOPMENT STAGE)

                                    CONTENTS
Report of Independent Registered Public Accounting Firm .............        F-2

Financial Statements

   Balance Sheet ....................................................        F-3

   Statement of Operations ..........................................        F-4

   Statement of Stockholders' Equity ................................        F-5

   Statement of Cash Flows ..........................................        F-6

   Notes to Financial Statements ....................................   F-7-F-10
F-1
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of
Alpha Security Group Corporation

   We have audited the accompanying balance sheet of Alpha Security Group
Corporation (a corporation in the development stage) as of July 18, 2005, and
the related statement of operations, stockholders' equity, and cash flows for
the period from April 20, 2005 (inception) to July 18, 2005. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.

   We conducted our audit in accordance with the standards of the Public
Company Accounting Oversight Board (United States). Those standards require
that we plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation. We believe
that our audit provides a reasonable basis for our opinion.

   In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Alpha Security Group
Corporation as of July 18, 2005, and the results of its operations and its
cash flows for the period from April 20, 2005 (inception) to July 18, 2005, in
conformity with United States generally accepted accounting principles.

/s/ GOLDSTEIN GOLUB KESSLER LLP
GOLDSTEIN GOLUB KESSLER LLP

New York, New York
August 11, 2005

                                      F-2
ALPHA SECURITY GROUP CORPORATION
                    (A CORPORATION IN THE DEVELOPMENT STAGE)

                                 BALANCE SHEET
ASSETS
                                                                   JULY 18, 2005
                                                                   -------------
Current asset, cash ............................................     $  175,761
Deferred offering costs ........................................         32,500
                                                                     ----------
   Total assets ................................................     $  208,261
                                                                     ==========
              LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
 Accrued expenses ..............................................     $      936
 Notes payable, stockholders ...................................        187,802
                                                                     ----------
   Total liabilities ...........................................        188,738
                                                                     ==========
Commitments and contingencies
Stockholders' equity
 Preferred stock, $.0001 par value, authorized 1,000,000
   shares; none issued .........................................
 Common stock, $.0001 par value, authorized 100,000,000 shares;
   issued and outstanding 2,000,000 shares .....................            200
 Paid-in capital in excess of par ..............................         24,800
 Deficit accumulated during the development stage ..............         (5,477)
   Total stockholders' equity ..................................         19,523
                                                                     ----------
   Total liabilities and stockholders' equity ..................      $ 208,261
                                                                     ==========
See accompanying notes to financial statements.

                                      F-3
ALPHA SECURITY GROUP CORPORATION
                    (A CORPORATION IN THE DEVELOPMENT STAGE)

                            STATEMENT OF OPERATIONS
FOR PERIOD FROM
                                                                  APRIL 20, 2005
                                                                  (INCEPTION) TO
                                                                  JULY 18, 2005
                                                                 ---------------
Formation and operating costs ................................      $    5,477
                                                                    ----------
Net loss .....................................................          (5,477)
                                                                    ==========
Weighted average shares outstanding (basic and diluted) ......       2,000,000
                                                                    ==========
Net loss per share (basic and diluted) .......................      $    (0.00)
                                                                    ==========
See accompanying notes to financial statements.

                                      F-4
ALPHA SECURITY GROUP CORPORATION
                    (A CORPORATION IN THE DEVELOPMENT STAGE)

                       STATEMENT OF STOCKHOLDERS' EQUITY
FOR PERIOD FROM APRIL 20, 2005 (INCEPTION) TO JULY 18, 2005
                                              ---------------------------------------------------------------------
                                                    COMMON STOCK                                DEFICIT ACCUMULATED
                                             -------------------------    PAID-IN CAPITAL IN        DURING THE        STOCKHOLDERS'
SHARES                                        AMOUNT     EXCESS OF PAR     DEVELOPMENT STAGE          EQUITY
                                             ---------   -------------    ------------------    -------------------   -------------
Common shares
  issued July 18, 2005
  at $.0125..............................    2,000,000        $200              $24,800               $    --            $25,000
Net loss.................................           --          --                   --               $(5,477)            (5,477)
                                             ---------        ----              -------               -------            -------
Balances, at July 18, 2005...............    2,000,000        $200              $24,800               $(5,477)           $19,523
                                             =========        ====              =======               =======            =======
See accompanying notes to financial statements.

                                      F-5
ALPHA SECURITY GROUP CORPORATION
                    (A CORPORATION IN THE DEVELOPMENT STAGE)

                            STATEMENT OF CASH FLOWS
PERIOD FROM
                                                                 APRIL 20, 2005
                                                                   (INCEPTION)
                                                                TO JULY 18, 2005
                                                                ----------------
Cash flows from operating activities
 Net loss ...................................................       $ (5,477)
Adjustments to reconcile net loss to net cash used in
  operating activities:
 Changes in:
   Accrued expenses .........................................            936
                                                                    --------
Net cash used in operating activities .......................         (4,541)
                                                                    --------
Cash flows from financing activities
 Proceeds from notes payable, stockholders ..................        187,802
 Proceeds from sale of common stock .........................         25,000
 Payments made for deferred offering costs ..................        (32,500)
                                                                    --------
Net cash provided by financing activities ...................        180,302
                                                                    --------
Net increase in cash and cash at end of period ..............       $175,761
                                                                    ========
See accompanying notes to financial statements.

                                      F-6
ALPHA SECURITY GROUP CORPORATION
                    (A CORPORATION IN THE DEVELOPMENT STAGE)

                         NOTES TO FINANCIAL STATEMENTS

1. ORGANIZATION, PROPOSED BUSINESS OPERATIONS AND SUMMARY OF SIGNIFICANT
   ACCOUNTING
   POLICIES

Nature of Operations

   Alpha Security Group Corporation (the "Company") was incorporated in
Delaware on April 20, 2005 as a blank check company whose objective is to
acquire, through a merger, capital stock exchange, asset acquisition or other
similar business combination, one or more businesses in the homeland security
or defense industries or a combination thereof.

   At July 18, 2005, the Company had not yet commenced any operations. All
activity through July 18, 2005 relates to the Company's formation and the
proposed public offering described below. The Company has selected December 31
as its fiscal year-end.

   The Company's ability to commence operations is contingent upon obtaining
adequate financial resources through a proposed public offering ("Proposed
Offering") which is discussed in Note 2. The Company's management has broad
discretion with respect to the specific application of the net proceeds of
this Proposed Offering, although substantially all of the net proceeds of this
Proposed Offering are intended to be generally applied toward consummating a
business combination with an operating company. As used herein, a "target
business" shall include assets or an operating business in the homeland
security or defense industries, or a combination thereof, and a "business
combination" shall mean the acquisition by the Company of such assets or a
target business.

   Upon the closing of the Proposed Offering, $57,210,000 or 89% of the gross
proceeds of this offering ($7.15 per unit) will be placed in a trust account
(the "Trust Account") at JP Morgan Chase NY Bank maintained by American Stock
Transfer & Trust Company, the Company's transfer agent, and invested until the
earlier of (i) the consummation of the Company's first business combination or
(ii) the liquidation of the Company. The remaining proceeds 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, will submit such transaction for stockholder approval. In the
event that stockholders owning 20% or more of the outstanding stock excluding,
for this purpose, those persons who were stockholders prior to the Proposed
Offering, vote against the business combination, the business combination will
not be consummated. All of the Company's stockholders prior to the Proposed
Offering, including all of the officers and directors of the Company ("Initial
Stockholders"), have agreed to vote their 2,000,000 founding shares of common
stock 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 the Company's first business
combination, the aforementioned voting provision will no longer be applicable.

   With respect to the first business combination which is approved and
consummated, any Public Stockholder who voted against the business combination
may demand that the Company redeem his or her shares. The per share redemption
price will equal the amount in the Trust Account as of the record date for
determination of stockholders entitled to vote on the business combination
divided by the number of shares of common stock held by Public Stockholders at
the consummation of the Proposed Offering. Accordingly, Public Stockholders
holding 19.99% of the aggregate number of shares owned by all Public
Stockholders may seek redemption of their shares in the event of a business
combination. Such Public Stockholders are entitled to receive their per share
interest in the Trust Account computed without regard to the shares held by
Initial Stockholders.

                                      F-7
ALPHA SECURITY GROUP CORPORATION
                    (A CORPORATION IN THE DEVELOPMENT STAGE)

                  NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

1. ORGANIZATION, PROPOSED BUSINESS OPERATIONS AND SUMMARY OF SIGNIFICANT
   ACCOUNTING
   POLICIES -- (CONTINUED)

   The Company's Certificate of Incorporation provides for mandatory
liquidation of the Company, without stockholder approval, in the event that
the Company does not consummate a business combination within 18 months from
the date of the consummation of the Proposed Offering, or 24 months from the
consummation of the Proposed Offering if a letter of intent, agreement in
principle or definitive agreement has been executed within 18 months after
consummation of this offering and the business combination has not yet been
consummated within such 18 month period. In the event of liquidation, 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 Proposed Offering (assuming no value is
attributed to the Warrants contained in the Units to be offered in the
Proposed Offering discussed in Note 2).

Income Taxes

   The Company recorded a deferred income tax asset of approximately $1,862 for
the tax effect of net operating loss carryforwards and temporary differences,
aggregating $5,477. In recognition of the uncertainty regarding the ultimate
amount of income tax benefits to be derived, the Company has recorded a full
valuation allowance at July 18, 2005.

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

Recently issued accounting pronouncements

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

Loss Per Common Share

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

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 at the date of the financial statements and the
reported amounts of expenses during the reporting period. Actual results could
differ from those estimates.

2. PROPOSED PUBLIC OFFERING

   The Proposed Offering calls for the Company to offer for public sale up to
8,000,000 units ("Units") at a price of $8.00 per unit. Each Unit consists of
one share of the Company's common stock, $.0001 par value, and one Redeemable
Common Stock Purchase Warrant ("Warrant"). Each Warrant will entitle the
holder to purchase from the Company one share of common stock at an exercise
price of $6.00 commencing the later of the completion of a business
combination with a target business or one year from the effective date of the
Proposed Offering and expiring four years from the date of the prospectus. An
additional 1,200,000 units may be issued on exercise of a 45-day option
granted to the underwriters to cover any over-allotments. The Warrants will be
redeemable 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 $11.50 per share for any 20 trading days within a 30
trading day period ending on the third business day prior to date on which
notice of redemption is given.

                                      F-8
ALPHA SECURITY GROUP CORPORATION
                    (A CORPORATION IN THE DEVELOPMENT STAGE)

                  NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

3. DEFERRED OFFERING COSTS

   Deferred offering costs consist principally of professional fees and other
fees incurred through the balance sheet date that are related to the Proposed
Offering and that will be charged to capital upon the receipt of the capital
raised.

4. NOTES PAYABLE, STOCKHOLDERS

   The Company issued unsecured promissory notes ("Notes") to two of its
executive officers totaling $187,802 on May 18, 2005. The Notes bear no
interest and are payable on the earlier of May 18, 2006 or the consummation of
the Proposed Offering. Due to the short-term nature of the Notes, the fair
value of the Notes approximate their carrying value.

5. COMMITMENTS AND CONTINGENCIES

   The Company has agreed to pay to an affiliated third party, $7,500 a month
for 24 months for office space and general and administrative expenses.

   The Chief Executive Officer, President and Co-Chairman of the Board of
Directors has agreed that after this offering is completed and within the
first 60 days after separate trading of the warrants has commenced, he or
certain of his affiliates or designees will collectively purchase up to $1.0
million of warrants in the public marketplace at prices not to exceed $1.20
per warrant. The Chief Executive Officer, President and Co-Chairman of the
Board of Directors has further agreed that any warrants purchased by him or
his affiliates or designees will not be sold or transferred until the
completion of a business combination. In addition, subject to any regulatory
restrictions, the representative of the several underwriters, or certain of
its principals, affiliates or designees has agreed to purchase up to $500,000
of warrants in the public marketplace at prices not to exceed $1.20 per
warrant.

   The Company has agreed that upon completion of the Proposed Offering it will
sell to the representative of the underwriters, for $100, an option to
purchase up to a total of 560,000 units. The units issuable upon exercise of
this option are identical to those offered by this prospectus. This option is
exercisable at $8.80 per unit commencing after 180 days from the date of this
prospectus and expiring four years from the date of this prospectus. The
option and the 560,000 units, the 560,000 shares of common stock and the
560,000 warrants underlying such units, and the 560,000 shares of common stock
underlying such warrants, have been deemed compensation by the National
Association of Securities Dealers ("NASD") and are therefore subject to a 180-
day lock-up pursuant to Rule 2710(g)(1) of the NASD Conduct Rules.
Additionally, the option may not be sold, transferred, assigned, pledged or
hypothecated for a one-year period (including the foregoing 180-day period)
following the date of this prospectus. However, the option may be transferred
to any underwriter and selected dealer participating in the offering and their
bona fide officers or partners.

   The Company has engaged the representative of the underwriters, on a non-
exclusive basis, as its agent for the solicitation of the exercise of the
warrants. To the extent not inconsistent with the guidelines of the NASD and
the rules and regulations of the Securities and Exchange Commission, the
Company has agreed to pay the representative for bona fide services rendered a
cash commission equal to 5% of the exercise price for each warrant exercised
more than one year after the date of this prospectus if the exercise was
solicited by the representative. In addition to soliciting, either orally or
in writing, the exercise of the warrants, the representative's services may
also include disseminating information, either orally or in writing, to
warrant holders about the Company or the market for the Company's securities,
and assisting in the processing of the exercise of the warrants. No
compensation will be paid to the representative upon the exercise of the
warrants if:

   o the market price of the underlying shares of common stock is lower than
     the exercise price;

                                      F-9
ALPHA SECURITY GROUP CORPORATION
                    (A CORPORATION IN THE DEVELOPMENT STAGE)

                  NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

5. COMMITMENTS AND CONTINGENCIES -- (CONTINUED)

   o the holder of the warrants has not confirmed in writing that the
     representative solicited the exercise;

   o the warrants are held in a discretionary account;

   o the warrants are exercised in an unsolicited transaction; or

   o the arrangement to pay the commission is not disclosed in the prospectus
     provided to warrant holders at the time of exercise.

6. PREFERRED STOCK

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

                                      F-10
===============================================================================

    UNTIL [ ], 2005, ALL DEALERS THAT EFFECT TRANSACTIONS IN THESE SECURITIES,
WHETHER OR NOT PARTICIPATING IN THIS OFFERING, MAY BE REQUIRED TO DELIVER A
PROSPECTUS. THIS IS IN ADDITION TO THE DEALERS' OBLIGATION TO DELIVER A
PROSPECTUS WHEN ACTING AS UNDERWRITERS AND WITH RESPECT TO THEIR UNSOLD
ALLOTMENTS OR SUBSCRIPTIONS.

    NO DEALER, SALESPERSON OR ANY OTHER PERSON IS AUTHORIZED TO GIVE ANY
INFORMATION OR MAKE ANY REPRESENTATIONS IN CONNECTION WITH THIS OFFERING OTHER
THAN THOSE CONTAINED IN THIS PROSPECTUS AND, IF GIVEN OR MADE, THE INFORMATION
OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY US.
THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN
OFFER TO BUY ANY SECURITY OTHER THAN THE SECURITIES OFFERED BY THIS
PROSPECTUS, OR AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY
SECURITIES BY ANYONE IN ANY JURISDICTION IN WHICH THE OFFER OR SOLICITATION IS
NOT AUTHORIZED OR IS UNLAWFUL.

                               TABLE OF CONTENTS
Page
                                                                            ----
Prospectus Summary ......................................................      1
Summary Financial Data ..................................................      8
Risk Factors ............................................................      9
Use of Proceeds .........................................................     25
Dilution ................................................................     28
Capitalization ..........................................................     29
Management's Discussion and Analysis of Financial Condition and Results
  of Operations..........................................................     30
Proposed Business .......................................................     32
Management ..............................................................     45
Principal Stockholders ..................................................     50
Certain Relationships and Related Transactions ..........................     52
Description of Securities ...............................................     54
Underwriting ............................................................     58
Legal Matters ...........................................................     62
Experts .................................................................     62
Where You Can Find Additional Information ...............................     63
Index to Financial Statements ...........................................    F-1
===============================================================================

===============================================================================

                                  $64,000,000

                              ALPHA SECURITY GROUP
                                  CORPORATION

                                   8,000,000
                                     UNITS

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

                                   PROSPECTUS

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

                                MAXIM GROUP LLC

                                 ________, 2005

===============================================================================
PART II
                     INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

   The estimated expenses payable by us in connection with the offering
described in this registration statement (other than the underwriting discount
and commissions and the representative's non-accountable expense allowance)
will be as follows:
Initial Trustees' fee ...............................................   $  1,000(1)
    SEC Registration Fee ................................................     16,135
    NASD filing fee .....................................................     14,209
    Accounting fees and expenses ........................................     25,000
    Printing and engraving expenses .....................................     50,000
    Directors & Officers liability insurance premiums ...................     70,000(2)
    Legal fees and expenses .............................................    250,000
    Blue sky services and expenses ......................................     50,000
    Miscellaneous .......................................................     28,656(3)
                                                                            --------
       Total ............................................................   $505,000
                                                                            ========
---------------
(1) In addition to the initial acceptance fee that is charged by American Stock
    Transfer & Trust Company, as trustee following the offering, the registrant
    will be required to pay to American Stock Transfer & Trust Company annual
    fees of approximately $3,000 for acting as trustee, approximately $4,800
    for acting as transfer agent of the registrant's common stock,
    approximately $2,400 for acting as warrant agent for the registrant's
    warrants and approximately $1,800 for acting as escrow agent.
(2) This amount represents the approximate amount of Director and Officer
    liability insurance premiums that we anticipate paying following the
    consummation of our initial public offering and until we consummate a
    business combination.
(3) This amount represents additional expenses that may be incurred by us in
    connection with the offering over and above those specifically listed
    above, including distribution and mailing costs.

ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS

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

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

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

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

                                      II-1
(b) A corporation shall have power to indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the corporation to procure a
judgment in its favor by reason of the fact that the person is or was a
director, officer, employee or agent of the corporation, or is or was serving
at the request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise
against expenses (including attorneys' fees) actually and reasonably incurred
by the person in connection with the defense or settlement of such action or
suit if the person acted in good faith and in a manner the person reasonably
believed to be in or not opposed to the best interests of the corporation and
except that no indemnification shall be made in respect of any claim, issue or
matter as to which such person shall have been adjudged to be liable to the
corporation unless and only to the extent that the Court of Chancery or the
court in which such action or suit was brought shall determine upon
application that, despite the adjudication of liability but in view of all the
circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which the Court of Chancery or such other court
shall deem proper.

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

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

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

   (f) The indemnification and advancement of expenses provided by, or granted
pursuant to, the other subsections of this section shall not be deemed
exclusive of any other rights to which those seeking indemnification or
advancement of expenses may be entitled under any bylaw, agreement, vote of
stockholders or disinterested directors or otherwise, both as to action in
such person's official capacity and as to action in another capacity while
holding such office.

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

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

                                      II-2
resulting or surviving corporation as such person would have with respect to
such constituent corporation if its separate existence had continued.

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

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

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

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

   Paragraph B of Article Eighth of our certificate of incorporation provides:

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

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

                                      II-3
ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES

   (a) During the past three years, we sold the following shares of common
stock without registration under the Securities Act:
NUMBER OF
          STOCKHOLDERS                                                             SHARES
          ------------                                                           ---------
Steven M. Wasserman ................................................    975,000
          Robert B. Blaha ....................................................    525,000
          Tukwila Group LLC ..................................................    125,000
          Gary E. Johnson ....................................................     62,500
          Michael Weinstein ..................................................     62,500
          Robert T. Herres ...................................................     62,500
          Carol A. DiBattiste ................................................     62,500
          Ronald R. Fogleman .................................................     62,500
          Laura Haffner ......................................................     62,500
Such shares were issued on July 14, 2005 in connection with our organization
pursuant to the exemption from registration contained in Section 4(2) of the
Securities Act as they were sold to sophisticated, wealthy individuals and an
entity. The shares issued to the individuals and entity above were sold for an
aggregate offering price of $25,000 at an average purchase price of $0.0125
per share. No underwriting discounts or commissions were paid with respect to
such sales.

                                      II-4
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

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

EXHIBIT NO.          DESCRIPTION

    1.1             Form of Underwriting Agreement. *

    1.2             Form of Selected Dealers Agreement. *

    3.1             Amended and Restated Certificate of Incorporation.

    3.2             By-laws.

    4.1             Specimen Unit Certificate.

    4.2             Specimen Common Stock Certificate.

    4.3             Specimen Warrant Certificate.

    4.4             Form of Warrant Agreement between American Stock Transfer
                    & Trust Company and the Registrant. *

    5.1             Opinion of Eiseman Levine Lehrhaupt & Kakoyiannis PC. *

   10.1.1           Letter Agreement among the Registrant, Maxim Group LLC and
                    Steven Wasserman.

   10.1.2           Letter Agreement among the Registrant, Maxim Group LLC and
                    Tukwila Group LLC.

   10.1.3           Letter Agreement among the Registrant, Maxim Group LLC and
                    Robert B. Blaha.

   10.1.4           Letter Agreement among the Registrant, Maxim Group LLC and
                    Michael Weinstein.

   10.1.5           Letter Agreement among the Registrant, Maxim Group LLC and
                    Carol A. DiBattiste.

   10.1.6           Letter Agreement among the Registrant, Maxim Group LLC and
                    Robert T. Herres.

   10.1.7           Letter Agreement among the Registrant, Maxim Group LLC and
                    Gary E. Johnson.

   10.1.8           Letter Agreement among the Registrant, Maxim Group LLC and
                    Ronald R. Fogleman.

   10.1.9           Letter Agreement among the Registrant, Maxim Group LLC and
                    Laura Haffner.

   10.2             Form of Investment Management Trust Agreement between
                    American Stock Transfer & Trust Company and the
                    Registrant.*

   10.3             Form of Stock Escrow Agreement between the Registrant,
                    American Stock Transfer & Trust Company and the Initial
                    Stockholders. *

   10.4             Form of Registration Rights Agreement among the Registrant
                    and the Initial Stockholders.*

   10.5.1           Office Services Agreement by and between the Registrant
                    and ASG Management, Inc.

   10.6.1           Promissory Note, dated May 18, 2005, issued to Steven
                    Wasserman, in the principal amount of $137,802.50.

   10.6.2           Promissory Note, dated May 18, 2005, issued to Robert
                    Blaha, in the principal amount of $50,000.

   10.7             Form of Unit Option Purchase Agreement between the
                    Registrant and Maxim Group LLC.*

   10.8             Form of Warrant Purchase Agreement by and between the
                    Registrant, Steven Wasserman and Maxim Group LLC. *

   23.1             Consent of Goldstein Golub Kessler LLP

   23.2             Consent of Eiseman Levine Lehrhaupt & Kakoyiannis PC
                    (included in Exhibit 5.1). *

   24               Power of Attorney (included in signature page to
                    Registration Statement).

*   to be filed by amendment

                                      II-5
ITEM 17. UNDERTAKINGS

   (a) The undersigned registrant hereby undertakes:

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

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

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

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

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

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

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

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

   (d) The undersigned registrant hereby undertakes that:

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

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

                                      II-6
SIGNATURE

   Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of New York, State of New
York, on the 31st day of August, 2005.

                                 ALPHA SECURITY GROUP CORPORATION

                                 By: /s/ Steven M. Wasserman
                                      -----------------------------------------
                                     Name: Steven M. Wasserman
                                     Title: Chief Executive Officer and
                                     President

                               POWER OF ATTORNEY

   KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Steven M. Wasserman his true and lawful
attorney-in-fact, with full power of substitution and resubstitution for him
and in his name, place and stead, in any and all capacities to sign any and
all amendments including post-effective amendments to this registration
statement, and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange
Commission, hereby ratifying and confirming all that said attorney-in-fact or
his substitute, each acting alone, may lawfully do or cause to be done by
virtue thereof.

   Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
NAME                                            POSITION                                        DATE
                  ----                                            --------                                        ----
/s/ Steven M. Wasserman                    Chief Executive Officer, President, Secretary and Co-             August 31, 2005
---------------------------------------    Chairman of the Board of Directors (Principal
Steven M. Wasserman                        Executive Officer, Principal Financial Officer and
                                           Principal Accounting Officer)

/s/ Gary E. Johnson                        Co-Chairman of the Board of Directors                             August 31, 2005
---------------------------------------
Gary E. Johnson

/s/ Robert B. Blaha                        Chief Management Officer,                                         August 31, 2005
---------------------------------------    Executive Vice President and a Director
Robert B. Blaha

/s/ Robert T. Herres                       Director                                                          August 31, 2005
---------------------------------------
Robert T. Herres

/s/ Carol A. DiBattiste                    Director                                                          August 31, 2005
---------------------------------------
Carol A. DiBattiste

/s/ Ronald R. Fogleman                     Director                                                          August 31, 2005
---------------------------------------
Ronald R. Fogleman
II-7
EXHIBIT INDEX
EXHIBIT                            DESCRIPTION
  NO.
1.1         Form of Underwriting Agreement. *

 1.2         Form of Selected Dealers Agreement. *

 3.1         Amended and Restated Certificate of Incorporation.

 3.2         By-laws.

 4.1         Specimen Unit Certificate.

 4.2         Specimen Common Stock Certificate.

 4.3         Specimen Warrant Certificate.

 4.4         Form of Warrant Agreement between American Stock Transfer & Trust Company and the Registrant. *

 5.1         Opinion of Eiseman Levine Lehrhaupt & Kakoyiannis PC. *

10.1.1       Letter Agreement among the Registrant, Maxim Group LLC and Steven Wasserman.

10.1.2       Letter Agreement among the Registrant, Maxim Group LLC and Tukwila Group LLC.

10.1.3       Letter Agreement among the Registrant, Maxim Group LLC and Robert B. Blaha.

10.1.4       Letter Agreement among the Registrant, Maxim Group LLC and Michael Weinstein.

10.1.5       Letter Agreement among the Registrant, Maxim Group LLC and Carol A. DiBattiste.

10.1.6       Letter Agreement among the Registrant, Maxim Group LLC and Robert T. Herres.

10.1.7       Letter Agreement among the Registrant, Maxim Group LLC and Gary E. Johnson.

10.1.8       Letter Agreement among the Registrant, Maxim Group LLC and Ronald R. Fogleman.

10.1.9       Letter Agreement among the Registrant, Maxim Group LLC and Laura Haffner.

10.2         Form of Investment Management Trust Agreement between American Stock Transfer & Trust Company and the Registrant.*

10.3         Form of Stock Escrow Agreement between the Registrant, American Stock Transfer & Trust Company and the Initial
             Stockholders. *

10.4         Form of Registration Rights Agreement among the Registrant and the Initial Stockholders.*

10.5.1       Office Services Agreement by and between the Registrant and ASG Management, Inc.

10.6.1       Promissory Note, dated May 18, 2005, issued to Steven Wasserman, in the amount of $137,802.50.

10.6.2       Promissory Note, dated May 18, 2005, issued to Robert Blaha, in the amount of $50,000.

10.7         Form of Unit Option Purchase Agreement between the Registrant and Maxim Group LLC.*

10.8         Form of Warrant Purchase Agreement by and between the Registrant, Steven Wasserman and Maxim Group LLC. *

23.1         Consent of Goldstein Golub Kessler LLP

23.2         Consent of Eiseman Levine Lehrhaupt & Kakoyiannis PC (included in Exhibit 5.1). *

24           Power of Attorney (included in signature page to Registration Statement).
* to be filed by amendment