SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
 
___________
 
FORM 8-A/A
 
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(B) OR (G) OF THE
SECURITIES EXCHANGE ACT OF 1934
 
 
 180 Connect Inc. 
 (Exact Name of Registrant as Specified in its Charter)
 
Delaware
  
20-2650200
(State of Incorporation or Organization)
  
(I.R.S. Employer Identification No.)
 
6501 E. Belleview Avenue
Englewood, Colorado
  
80111
(Address of principal executive offices)
  
(Zip code)
 
 Securities Act registration statement numbers to which the form relates:
333-142319
 
333-124141
 
 
Title of each class
to be so registered
Name of exchange on which
each class is to be registered
 
Units, each consisting of one share of
 Common Stock and two Warrants
 
Common Stock, par value $0.0001 per share
 
  
The NASDAQ Stock Market LLC
Warrants, exercisable for Common Stock
 at an exercise price of $5.00 per
share
  
 
 
If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), please check the following box. x
  
If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(c), please check the following box. o
 
Securities to be registered pursuant to Section 12(g) of the Act: None
 
 
Item 1.  Description of Registrant’s Securities to be Registered.
 
The securities to be registered hereby are the units, common stock and warrants of 180 Connect Inc. (formerly known as Ad.Venture Partners, Inc.) (the “Company”). The description of the units, the common stock and the warrants, contained in the section entitled “Description of Ad.Venture and 180 Connect Securities—Ad.Venture Securities” in the Prospectus included in the Company’s Registration Statement on Form S-4 (Registration No. 333-142319), filed with the Securities and Exchange Commission on April 24, 2007, and amended on June 11, 2007, July 11, 2007, July 12, 2007, August 3, 2007 and August 9, 2007 (the “Registration Statement”), is hereby incorporated by reference herein. The Company’s prospectus filed pursuant to Rule 424(b)(3) or any prospectus supplement to the Registration Statement that includes such descriptions and that are subsequently filed are hereby also incorporated by reference herein.
 
Item 2.  Exhibits.
 
Exhibit
Number
 Description
   
   
 3.1(1)
 Amended and Restated Certificate of Incorporation
   
 3.2(2)
 By-Laws
   
 4.1(1)
 Specimen Unit Certificate
   
 4.2(1)
 Specimen Common Stock Certificate
   
 4.3(1)
 Specimen Warrant Certificate
   
 4.4(2)
 Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Company
_______________________
(1) Filed herewith. 
 
(2) Filed as an exhibit to the Company’s Registration Statement on Form S-1 (SEC File No. 333-124141), as amended, and incorporated herein by reference.
 
 
SIGNATURE
 
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Company has caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized.
 
     
  180 Connect Inc.
 
 		  
 		  
 
Date: August 24, 2007  By:   /s/ Peter Giacalone 
 
Peter Giacalone, Chief Executive Officer