A number of small and mid-sized food and beverage businesses that sell branded and private label products generate a majority of their revenues from sales to retail grocery chains. The food and beverage businesses that market these products have in some instances been unable to penetrate adequately other distribution channels such as mass merchandisers, club stores, discount retailers, food service companies, and specialty retailers that market natural, organic, ethnic, and other category-specific foods and beverages.

Similarly, many small and mid-sized businesses in the food and beverage industries have obtained regional distribution in one or among several distribution channels, but lack the ability to, or have been unsuccessful in, expanding into adjacent regional markets or the national market.

The manufacturing and distribution sectors of the food and beverage industries have recently consolidated as larger manufacturers have sold off non-core business lines and made strategic acquisitions to maximize economies of scale in raw material sourcing, production and distribution. Pricing pressures at the retail level have caused mid-tier and smaller food and beverage producers to reevaluate their manufacturing commitment and, in some cases, to outsource production to contract manufacturing operations that can realize greater production efficiencies than captive manufacturing facilities.

The Company believes that cross-marketing opportunities among distribution channels can favorably impact sales and distribution efficiencies, and that its management team’s experience in multi-category sales and distribution of foods and beverages may enhance its ability to seek out and secure channel cross-marketing opportunities.

The Company’s management team is experienced in the roll-out of food and beverage products both on a regional and national basis. The Company also expects to evaluate whether potential target businesses can introduce complementary products that are natural extensions of their existing product lines, or new food or beverage products that will make more efficient the customers’ management of a particular product category and/or leverage the target business’s sales and distribution infrastructure. The Company also expects to evaluate how food or beverage products that have achieved market penetration within one market segment may offer expansion possibilities into ancillary market segments.

As the manufacturing business has become more stratified, the Company believes that smaller businesses with manufacturing operations may have opportunities to outsource production and realize manufacturing cost reductions; be able to increase production efficiencies by serving as a contract manufacturer for third parties or for target businesses purchased through add-on acquisitions; better leverage current production capacity by adding private label manufacturing to branded production and vice versa; or be able to capitalize on other dislocations or inefficiencies in the manufacturing process, such as identifying more cost-effective raw material sources or selectively upgrading manufacturing processes in applications that offer favorable returns on investment.

Small and mid-sized food or beverage businesses with strong brand equity that can be leveraged through strategic introductions of complementary products are among those target businesses that the Company will consider for a business combination. Because brand awareness is a significant component in a consumer’s decision to purchase one product over another in the highly competitive food and beverage industries, the Company will evaluate brand strength and a brand’s intellectual property protection (including trademark registrations for brand names, as well as copyrights on artwork and package designs) when considering brand equity.

The Company believes that small and mid-sized businesses that produce or market specialty foods or beverages such as organic, natural, and ethnic products may be attractive target businesses, especially if the products have a market presence that can be expanded into other geographic regions, customer channels, or complementary product lines.

Following the offering, the Company will not generate any operating revenues until after completion of a business combination. Its only revenues until the Company completes a business combination, if ever, will be comprised of interest income on cash and cash-equivalents.