SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

Commission File Number: 000-51510

InterAmerican Acquisition Group Inc.

(Exact name of registrant as specified in its charter)

Delaware		20-2828369
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)

2918 Fifth Avenue South, Suite 209

San Diego, California 92103

(Address of Principal Executive Offices including zip code)

(619) 298-9883

(Registrant’s Telephone Number, Including Area Code)

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definition of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer o	Accelerated filer o
Non-accelerated filer o (do not check if a smaller reporting company)	Smaller reporting company x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes x No o

There were 7,000,000 shares of the Registrant’s Common Stock issued and outstanding on ~~May~~August 818, 2009.

InterAmerican Acquisition Group Inc.

(a development stage enterprise)

CONTENTS

	Page
Part I: Financial information:
Item I - Financial Statements:	21
Condensed Consolidated Balance Sheets as of March 31, 2009 (Unaudited)
Condensed Consolidated Balance Sheets as of June 30, 2009 (Unaudited)
and December 31, 2008	21
Condensed Consolidated Statements of Operations for the Three months ended
Condensed Consolidated Statements of Operations for the three months and six months
March 31, 2009 and 2008, and for the period May 10, 2005 (inception) through
Ended June 30, 2009 and 2008, and for the period May 10, 2005 (inception) through
March 31, 2009 (Unaudited)	3
June 30, 2009 (Unaudited)	2
Condensed Consolidated Statement of Stockholders’ Equity for the period
Condensed Consolidated Statement of Stockholders’ Equity/(Deficiency) for the period
May 10, 2005 (inception) to March 31, 2009 (Unaudited)	4
May 10, 2005 (inception) to June 30, 2009 (Unaudited)	3
Condensed Consolidated Statements of Cash Flows for the three months ended
Condensed Consolidated Statements of Cash Flows for the six months ended
March 31, 2009 and 2008, and for the period May 10, 2005 (inception) through
June 30, 2009 and 2008, and for the period May 10, 2005 (inception) through
March 31, 2009 (Unaudited)	5
June 30, 2009 (Unaudited)	4
Notes to Unaudited Condensed Consolidated Financial Statements	65
Item 2 - Management’s Discussion and Analysis of Financial Condition and Results of Operations	16
Item 3 – Quantitative and Qualitative Disclosures about Market Risk	1920
Item 4 - Controls and Procedures	1920
Part II: Other Information
Item 1 – Legal Proceedings	2021
Item 1A – Risk Factors	2021
Item 2 - Unregistered Sales of Equity Securities and Use of Proceeds	20
Item 2- Unregistered Sales of Equity Securities and Use of Proceeds	21
Item 3 - Defaults on Senior Securities	2122
Item 4 – Submission of Matters to a Vote of Security Holders	2123
Item 5 – Other Information	2123
Item 6 - Exhibits	2223
Signatures	2324
Certifications

PART I: FINANCIAL INFORMATION

ITEM 1: FINANCIAL STATEMENTS

InterAmerican Acquisition Group Inc. (a corporation in the development stage) ~~Consolidated~~ Condensed Consolidated Balance Sheets

	March 31, 2009			December 31, 2008
	June 30, 2009			December 31, 2008
	(unaudited)
ASSETS
Current Assets:
Cash	$	~~5,321~~539		$	20,773
Investment and accrued interest - trust account		45,~~178~~196,~~115~~203			45,204,605
Prepaid expense		3518,~~647~~243			19,552
Total current assets		45,~~219~~214,~~083~~985			45,244,930
Deferred tax asset		195,000			195,000
Total Assets	$	45,~~414~~409,~~083~~985		$	45,439,930
LIABILITIES AND STOCKHOLDERS' EQUITY/(DEFICIENCY)
Current Liabilities
Accounts payable and accrued expenses (including amounts payable to related parties of $80,508 and $51,844 for March 31, 2009 and December 31, 2008 respectively)	$	685,589		$	606,883
Accounts payable and accrued expenses (including amounts payable to related parties of $83,327 and $51,844 for June 30, 2009 and December 31, 2008 respectively)	$	698,826		$	606,883
Note payable		11,144			-
Notes payable		-			-
Income and capital taxes payable		~~333~~369,~~459~~821			284,380
Deferred underwriting fees		2,070,000			2,070,000
Total Current Liabilities		3,~~100~~138,~~192~~647			2,961,263
COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION
(1,149,425 shares at redemption value) (Note 1)		8,609,194			8,609,194
Stockholders' Equity
Preferred stock, $0.0001 par value
Authorized 1,000,000 shares; none issued
Common stock, $0.0001 par value
Authorized 90,000,000 shares
Issued and outstanding 7,000,000 shares at March 31, 2009 and December 31, 2008 (which includes 1,149,425 shares subject to possible redemption)		700			700
Issued and outstanding 7,000,000 shares at June 30, 2009 and December 31, 2008 (which includes 1,149,425 shares subject to possible redemption)		700			700
Additional paid-in capital		35,106,999			35,106,999
Deficit accumulated during the development stage		(1,~~403~~445,~~002~~555	)		(1,238,226	)
Total Stockholders' Equity		33,~~704~~662,~~697~~144			33,869,473
Total Liabilities and Stockholders Equity	$	45,~~414~~409,~~083~~985		$	45,439,930

See notes to unaudited ~~consolidated~~ condensed consolidated financial statements

InterAmerican Acquisition Group Inc.

(a corporation in the development stage)

Condensed Consolidated Statements of Operations

(Unaudited)

													For the cumulative
	Three months Ended						Six Months Ended						period from
	June 30, 2009			June 30, 2008			June 30, 2009			June 30, 2008			May 10, 2005 (Inception) - June 30, 2009

Interest income	$	35,589		$	200,496		$	103,099			472,445		$	1,429,702

Expenses
Formation costs		-			-			-			-			4,775
General and administrative expenses		78,500			1,018,719			298,507			1,249,494			2,634,564
Interest expense		154			298			230			1,071			17,305

Total Expenses		78,654			1,019,017			298,737			1,250,565			2,656,644
Net loss before income tax provision		(43,065	)		(818,521	)		(195,638	)		(778,120	)		(1,226,942	)

(Benefit)/provision for income taxes		(513	)		(48,091	)		11,691			(31,955	)		218,613

Net loss	$	(42,552	)	$	(770,430	)	$	(207,329	)	$	(746,165	)	$	(1,445,555	)

Weighted average shares outstanding - basic and diluted		7,000,000			7,000,000			7,000,000			7,000,000			3,758,014

Net loss per share - basic and diluted	$	(0.01	)	$	(0.11	)	$	(0.03	)	$	(0.11	)	$	(0.38	)

See notes to unaudited condensed consolidated financial statements

InterAmerican Acquisition Group Inc. (a corporation in the development stage) ~~Consolidated~~ Condensed ~~Statements~~ConsolidatedStatement of ~~Operations~~Stockholders' Equity/(~~Unaudited~~Deficiency) For the period from May 10, 2005 (Inception) through June 30, 2009

						For the cumulative
									Income/(Deficit)
	Three months Ended					period from
									Accumulated
	March 31, 2009			March 31, 2008		May 10, 2005 (Inception) - March 31, 2009
	Common Stock					Additional			During the			Stockholders'
Interest income	$	67,511		$	271,949	$	1,394,114
	Shares			Amount		paid-in capital			Development Stage			Equity/(Deficiency)
Expenses
Common shares issued May 26, 2005 at $0.01 per share		1,250,000		$	125	$	14,875		$	-		$	15,000
Formation costs		-			-		4,775
Net Loss										(11,148	)		(11,148	)
General and administrative expenses		220,006			230,775		2,556,063
Balance at December 31, 2005		1,250,000			125		14,875			(11,148	)		3,852
Interest expense		77			773		17,152
Net Loss										(14,844	)		(14,844	)
Total Expenses		220,083			231,548		2,577,990
Balance at December 31, 2006		1,250,000			125		14,875			(25,992	)		(10,992	)
Net profit/(loss) before income tax provision		(152,572	)		40,401		(1,183,876	)
Proceeds of private placement September 10, 2007							1,500,000						1,500,000
Provision for income taxes		12,204			16,136		219,126
Units issued Sept. 10, 2007 @$8.00 per unit		5,375,000			538		42,999,462						43,000,000
Net income/(loss)	$	(164,776	)	$	24,265	$	(1,403,002	)
Units issued Sept. 11, 2007 @$8.00 per unit		375,000			37		2,999,963						3,000,000
Weighted average shares outstanding - basic and diluted		7,000,000			7,000,000		3,550,545
Expenses of the Offering							(4,581,967	)					(4,581,967	)
Net earnings/(loss) per share - basic and diluted	$	(0.02	)	$	0.00	$	(0.40	)
Less shares subject to possible redemption							(8,609,194	)					(8,609,194	)
Net Income										150,493			150,493
Balance at December 31, 2007		7,000,000			700		34,323,139			124,501			34,448,340
Issuance of 185,000 warrants May 21, 2008							783,860						783,860
Net Loss										(1,362,727	)		(1,362,727	)
Balance at December 31, 2008		7,000,000		$	700	$	35,106,999		$	(1,238,226	)	$	33,869,473
Unaudited:
Net loss									$	(207,329	)		(207,329	)
Balance at June 30, 2009		7,000,000		$	700	$	35,106,999		$	(1,445,555	)	$	33,662,144

See notes to unaudited ~~consolidated~~ condensed consolidated financial statements

InterAmerican Acquisition Group Inc. (a corporation in the development stage) ~~Consolidated~~ Condensed ~~Statement~~Consolidated Statements of ~~Stockholders'~~Cash ~~Equity/(Deficiency)~~Flows ~~For the period from May 10, 2005~~ (~~Inception~~Unaudited) ~~through March 31, 2009~~

										Income/(Deficit)
							For the cumulative
										Accumulated
	Six months ended						period from
										During the			Stockholders'
	June 30, 2009			June 30, 2008			May 10, 2005 (Inception) - June 30, 2009
	Common Stock						Additional			Development			Equity/
Cash flow from operating activities
	Shares			Amount			paid-in capital			Stage			(Deficiency)
Net loss	$	(207,329	)	$	(746,165	)	$	(1,445,555	)
Common shares issued May 26, 2005 at $0.01 per share		1,250,000		$	125		$	14,875		$	-		$	15,000
Adjustments to reconcile net loss to net cash used in operating activities:
Net Loss											(11,148	)		(11,148	)
Non-cash compensation related to the issuance of warrants								783,860
Balance at December 31, 2005		1,250,000			125			14,875			(11,148	)		3,852
Net interest income		(103,099	)		(472,447	)		(1,429,702	)
Net Loss											(14,844	)		(14,844	)
(Increase)/decrease in prepaid expenses		1,309			38,331			(18,243	)
Balance at December 31, 2006		1,250,000			125			14,875			(25,992	)		(10,992	)
Increase in deferred income tax asset		-			(190,729	)		(195,000	)
Proceeds of private placement September 10, 2007								1,500,000						1,500,000
Increase/(decrease) in taxes payable		85,441			(176,326	)		369,821
Units issued Sept. 10, 2007 @$8.00 per unit		5,375,000			538			42,999,462						43,000,000
Increase in accounts payable and accrued expenses		91,943			197,246			690,342
Units issued Sept. 11, 2007 @$8.00 per unit		375,000			37			2,999,963						3,000,000
Net cash used in operating activities		(131,735	)		(566,230	)		(1,244,477	)
Expenses of the Offering								(4,581,967	)					(4,581,967	)
Cash flows from investment activities
Less shares subject to possible redemption								(8,609,194	)					(8,609,194	)
Payment to trust account		-			-			(45,160,000	)
Net Income											150,493			150,493
Interest drawn from trust account		111,501			760,353			1,393,499
Balance at December 31, 2007		7,000,000			700			34,323,139			124,501			34,448,340
Net cash provided by/(used in) investing activities		111,501			760,353			(43,766,501	)
Issuance of 185,000 warrants May 21, 2008								783,860						783,860
Cash flows from financing activities
Net Loss											(1,362,727	)		(1,362,727	)
Proceeds from notes and advances payable, InterAmerican Advisors, LLC		-			-			141,000
Balance at December 31, 2008		7,000,000		$	700		$	35,106,999		$	(1,238,226	)	$	33,869,473
Payments of notes and advances payable, InterAmerican Advisors, LLC								(141,000	)
Unaudited:
Proceeds from notes payable		16,716			-			86,366
Net loss										$	(164,776	)		(164,776	)
Payment of notes payable		(16,716	)		(46,734	)		(86,366	)
Balance at March 31, 2009		7,000,000		$	700		$	35,106,999		$	(1,403,002	)	$	33,704,697
Payment of costs of public offering		-			(100,000	)		(2,503,483	)
Proceeds from private placement warrant sale		-			-			1,500,000
Proceeds from sale of shares of common stock		-			-			15,000
Proceeds from initial public offering		-			-			46,000,000
Net cash provided by (used in) financing activities		-			(146,734	)		45,011,517
Net (Decrease)/Increase in cash		(20,234	)		47,389			539
Cash at beginning of period		20,773			15,533			-
Cash at end of period	$	539		$	62,922		$	539
Supplemental schedule of non-cash financing activities:
Accrual of deferred offering costs	$	-		$	53,484		$	8,484
Accrual of deferred underwriting fees	$	-		$	-		$	2,070,000
Supplemental cash flow information:
Cash paid for interest	$	230		$	1,071		$	16,319
Cash paid for income taxes	$	-		$	265,792		$	265,792

See notes to unaudited ~~consolidated~~ condensed ~~financial~~consolidatedfinancial statements

InterAmerican Acquisition Group Inc. (a corporation in the development stage) Consolidated Condensed Statements of Cash Flows (Unaudited)

							For the cumulative
	Three months ended						period from
	March 31, 2009			March 31, 2008			May 10, 2005 (Inception) - March 31, 2009
Cash flow from operating activities
Net income/(loss)	$	(164,776	)	$	24,265		$	(1,403,002	)
Adjustments to reconcile income/(loss) to net cash used in operating activities:
Non-cash compensation related to the issuance of warrants		-			-			783,860
Net interest income		(67,511	)		(271,949	)		(1,394,114	)
(Increase)/decrease in prepaid expenses		(16,095	)		19,103			(35,647	)
Increase in deferred income tax asset		-			(76,706	)		(195,000	)
Increase/(decrease) in taxes payable		49,079			(169,060	)		333,459
Increase in accounts payable and accrued expenses		78,706			134,860			677,105
Net cash provided by/(used in) operating activities		(120,597	)		(339,487	)		(1,233,339	)
Cash flows from investment activities
Payment to trust account		-			-			(45,160,000	)
Interest drawn from trust account		94,001			562,351			1,375,999
Net cash provided by/(used in) investing activities		94,001			562,351			(43,784,001	)
Cash flows from financing activities
Proceeds from notes and advances payable, InterAmerican Advisors, LLC		-			-			141,000
Payments of notes and advances payable, InterAmerican Advisors, LLC		-			-			(141,000	)
Proceeds from notes payable		16,716			-			86,366
Payment of notes payable		(5,572	)		(23,129	)		(75,222	)
Payment of costs of public offering		-			(75,000	)		(2,503,483	)
Proceeds from private placement warrant sale		-			-			1,500,000
Proceeds from sale of shares of common stock		-			-			15,000
Proceeds from initial public offering		-			-			46,000,000
Net cash provided by (used in) financing activities		11,144			(98,129	)		45,022,661
Net Increase in cash		(15,452	)		124,735			5,321
Cash at beginning of period		20,773			15,533			-
Cash at end of period	$	5,321		$	140,268		$	5,321
Supplemental schedule of non-cash financing activities:
Accrual of deferred offering costs	$	-		$	78,484		$	8,484
Accrual of deferred underwriting fees	$	-		$	-		$	2,070,000
Supplemental cash flow information:
Cash paid for interest	$	77		$	773		$	16,166
Cash paid for income taxes	$	-		$	158,292		$	265,792

See notes to unaudited consolidated condensed financial statements

InterAmerican Acquisition Group Inc.

(a corporation in the development stage)

Notes to Condensed Consolidated Financial Statements (Unaudited)

~~March~~June 3130, 2009

1.	Basis of Presentation, Organization, Business Operations and Summary of Significant Accounting Policies

Basis of Presentation

The consolidated financial statements include the accounts of InterAmerican Acquisition Group Inc. (the ‘‘Company’’) and its wholly-owned subsidiary, CNC Development Ltd. All intercompany transactions have been eliminated. The consolidated financial statements at ~~March~~June 3130, 2009 and for the three months and six months ended ~~March~~June 3130, 2009 and 2008, and for the period from May 10, 2005 (inception) to ~~March~~June 3130, 2009 (cumulative), are unaudited. In the opinion of management, all adjustments (consisting of normal adjustments) have been made that are necessary to present fairly the consolidated financial position of the Company as of ~~March~~June 3130, 2009 and the results of its consolidated operations and cash flows for the three months and six months ended ~~March~~June 3130, 2009 and 2008 and for the period from May 10, 2005 (inception) to ~~March~~June 3130, ~~2008~~ 2009 (cumulative). Management of the Company has reviewed subsequent events through the date of this filing, August 18, 2009. Operating results for the interim periods presented are not necessarily indicative of the results to be expected for the full fiscal year. The condensed consolidated balance sheet at December 31, 2008 and the condensed consolidated statement of stockholders’ equity for the period ended December 31, 2005 and the years ended December 31, 2006, 2007 and 2008 have been derived from audited financial statements. The statements and related notes have been prepared pursuant to the rules and regulations of the U.S. Securities and Exchange Commission. Accordingly, certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles may be omitted pursuant to such rules and regulations. See the Company’s Annual Report on Form 10-K for the year ended December 31, 2008 for additional disclosures relating to the Company’s financial statements and accounting principles.

Organization, Business Operations and Significant Accounting Policies

The Company was incorporated in Delaware on May 10, 2005 as a blank check company whose objective is to acquire an operating business, as further described in Note 10 below. All activity through ~~March~~June 3130, 2009 relates to the Company’s formation, the public offering and its efforts to identify and consummate a business combination as described below. In connection with the prospective acquisition of an operating business (as further described in Note 10) the Company formed its wholly-owned subsidiary, CNC Development Ltd., in the British Virgin Islands on August 11, 2008. CNC Development Ltd. was formed for the purpose of the business combination described in Note 10 and had no operations as of ~~March~~June 3130, 2009. The Company is considered to be in the development stage and is subject to the risks associated with activities of development stage companies.

The registration statement for the Company’s initial public offering (the “Offering”) was declared effective on September 4, 2007. The Company completed the Offering, including the exercise of the underwriter’s overallotment option, on September 10, 2007 and September 11, 2007, and received net proceeds of approximately $41.4 million, which is net of $2,070,000 of deferred underwriting discounts (as described in Note 2). The Company’s executive officers and directors have broad discretion with respect to the specific application of the net proceeds of the Offering of units, consisting of one share of the Company’s common stock and one redeemable common stock purchase warrant (the “Units”) and the private placement of 1,000,000 warrants that occurred immediately prior to completion of the Offering (the “Private Placement”), although substantially all of the net proceeds of the Offering and Private Placement are intended to be generally applied toward consummating an initial merger, acquisition, asset purchase or other such transaction (a “Business Combination”) with (or acquisition of) one or more operating businesses. Furthermore, there is no assurance that the Company will be able to successfully consummate an initial Business Combination. An amount of $45,160,000, which includes $1,500,000 relating to the sale of warrants in the Private Placement and $2,070,000 deferred payment to the underwriters in the Offering, of the net proceeds was deposited in a trust account (the “Trust Account”), as further described in Note 2, until the earlier of (i) the consummation of an initial Business Combination or (ii) the distribution of the Trust Account as described below. The placing of funds in the Trust Account may not protect those funds from third party claims against the Company. Although the Company will seek to have all third parties the Company engages for services rendered to it or products sold to it (which includes, for example, lawyers, investment bankers, consultants and analysts), prospective target businesses or other entities it engages, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to any monies held in the Trust Account, there is no guarantee that they will execute such agreements. The Company’s two executive officers, William Morro and Dr. Richard Sinkin have severally (but not jointly) agreed that they will be personally liable, severally (but not jointly), which means they will be personally liable only for 60% and 40% respectively (as an example, if there is a valid third party claim of $1,000,000, Mr. Morro will be responsible for $600,000 of such claim and Dr. Sinkin will be responsible for $400,000 of such claim), to pay claims of third parties that are owed money for services rendered to the Company or products sold to the Company (which includes, for example, accountants, lawyers, investment bankers, consultants and analysts) that would reduce the amount of the Trust Account, provided that such third party has not executed a valid and enforceable waiver to rights or claims against the Trust Account and only to the extent necessary to ensure that such claims do not reduce the amount in the Trust Account. The indemnification provided by Messrs. Morro and Sinkin is limited as further described in Note 12 and would not cover tax claims, tort claims brought against the Company for some unforeseen event, claims against the Company brought by a target business for breach of contract or claims for breach of a confidentiality agreement with a potential target. The Company will bring an action against either of its executive officers in the event that such individual asserts that he is not able to cover any of the indemnified expenses that would deplete the trust proceeds or that either is not liable pursuant to their indemnification obligations as described above. The Company will bring an action against either of its executive officers in the event that such individual asserts that he is not able to cover any of the expenses that would deplete the trust proceeds or that either is not liable pursuant to their indemnification obligations as described above. Based on the information provided to the Company in the director and officer questionnaires provided to the Company in connection with the Offering as well as the representations as to their accredited investor status (as such term is defined in Regulation D), the Company currently believes that such persons are of substantial means and capable of funding their indemnity obligations. However, because the amount of any such indemnification obligations cannot be estimated, the Company has not asked Messrs. Morro or Sinkin to reserve for such an eventuality and there can be no assurance that they will satisfy their indemnification obligations if and when they arise. Accordingly, the proceeds held in trust could be subject to claims which could take priority over the claims of the Company’s public stockholders and the per-share liquidation price could be less than approximately $7.85, plus interest (net of taxes payable and net of interest earned on the trust account up to a maximum amount of $950,000 released to the Company to fund its working capital) due to claims of such creditors, including claims related to amounts authorized to be expended in accordance with the resolution described in Note 12. The remaining net proceeds (not held in the Trust Account) and interest income earned on the funds in the Trust Account of up to $950,000, after tax, is permitted to be and has been released to the Company to pay for business, legal and accounting due diligence on prospective acquisitions and continuing general and administrative expenses. The Company has signed a definitive agreement for the acquisition of a target business (Note 10) and will submit such transaction for stockholder approval. In the event that stockholders owning 20% or more of the shares sold in the Offering vote against the Business Combination and exercise their redemption rights described below, the Business Combination will not be consummated. All of the Company’s stockholders prior to the Offering, including all of the officers, directors and special advisors of the Company (‘‘Initial Stockholders’’), have agreed to vote their 1,250,000 founding shares of common stock (as well as any shares included in units purchased in the Offering or in the aftermarket) in accordance with the vote of the majority in interest of all other stockholders of the Company (‘‘Public Stockholders’’) with respect to any Business Combination. After consummation of a Business Combination, these voting safeguards will no longer be applicable.

The registration statement for the Company’s initial public offering (the “Offering”) was declared effective on September 4, 2007. The Company completed the Offering, including the exercise of the underwriter’s overallotment option, on September 10, 2007 and September 11, 2007, and received net proceeds of approximately $41.4 million, which is net of $2,070,000 of deferred underwriting discounts (as described in Note 2). The Company’s executive officers and directors have broad discretion with respect to the specific application of the net proceeds of the Offering of units, consisting of one share of the Company’s common stock and one redeemable common stock purchase warrant (the “Units”) and the private placement of 1,000,000 warrants that occurred immediately prior to completion of the Offering (the “Private Placement”), although substantially all of the net proceeds of the Offering and Private Placement are intended to be generally applied toward consummating an initial merger, acquisition, asset purchase or other such transaction (a “Business Combination”) with (or acquisition of) one or more operating businesses. Furthermore, there is no assurance that the Company will be able to successfully consummate an initial Business Combination. An amount of $45,160,000, which includes $1,500,000 relating to the sale of warrants in the Private Placement and $2,070,000 deferred payment to the underwriters in the Offering, of the net proceeds was deposited in a trust account (the “Trust Account”), as further described in Note 2, until the earlier of (i) the consummation of an initial Business Combination or (ii) the distribution of the Trust Account as described below. The placing of funds in the Trust Account may not protect those funds from third party claims against the Company. Although the Company will seek to have all third parties the Company engages for services rendered to it or products sold to it (which includes, for example, lawyers, investment bankers, consultants and analysts), prospective target businesses or other entities it engages, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to any monies held in the Trust Account, there is no guarantee that they will execute such agreements. The Company’s two executive officers, William Morro and Dr. Richard Sinkin have severally (but not jointly) agreed that they will be personally liable, severally (but not jointly), which means they will be personally liable only for 60% and 40% respectively (as an example, if there is a valid third party claim of $1,000,000, Mr. Morro will be responsible for $600,000 of such claim and Dr. Sinkin will be responsible for $400,000 of such claim), to pay claims of third parties that are owed money for services rendered to the Company or products sold to the Company (which includes, for example, accountants, lawyers, investment bankers, consultants and analysts) that would reduce the amount of the Trust Account, provided that such third party has not executed a valid and enforceable waiver to rights or claims against the Trust Account and only to the extent necessary to ensure that such claims do not reduce the amount in the Trust Account. The indemnification provided by Messrs. Morro and Sinkin would not cover tort claims brought against the Company for some unforeseen event, claims against the Company brought by a target business for breach of contract, or breach of a confidentiality agreement with a potential target. The Company will bring an action against either of its executive officers in the event that such individual asserts that he is not able to cover any of the expenses that would deplete the trust proceeds or that either is not liable pursuant to their indemnification obligations as described above. Based on the information provided to the Company in the director and officer questionnaires provided to the Company in connection with the Offering as well as the representations as to their accredited investor status (as such term is defined in Regulation D), the Company currently believes that such persons are of substantial means and capable of funding their indemnity obligations. However, because the amount of any such indemnification obligations cannot be estimated, the Company has not asked Messrs. Morro or Sinkin to reserve for such an eventuality and there can be no assurance that they will satisfy their indemnification obligations if and when they arise. Accordingly, the proceeds held in trust could be subject to claims which could take priority over the claims of the Company’s public stockholders and the per-share liquidation price could be less than approximately $7.85, plus interest (net of taxes payable and net of interest earned on the trust account up to a maximum amount of $950,000 released to the Company to fund its working capital), due to claims of such creditors. The remaining net proceeds (not held in the Trust Account) and interest income earned on the funds in the Trust Account of up to $950,000, after tax, is permitted to be and has been released to the Company to pay for business, legal and accounting due diligence on prospective acquisitions and continuing general and administrative expenses. The Company has signed a definitive agreement for the acquisition of a target business (Note 10) and will submit such transaction for stockholder approval. In the event that stockholders owning 20% or more of the shares sold in the Offering vote against the Business Combination and exercise their redemption rights described below, the Business Combination will not be consummated. All of the Company’s stockholders prior to the Offering, including all of the officers, directors and special advisors of the Company (‘‘Initial Stockholders’’), have agreed to vote their 1,250,000 founding shares of common stock (as well as any shares included in units purchased in the Offering or in the aftermarket) in accordance with the vote of the majority in interest of all other stockholders of the Company (‘‘Public Stockholders’’) with respect to any Business Combination. After consummation of a Business Combination, these voting safeguards will no longer be applicable.

With respect to a Business Combination which is approved and consummated, any Public Stockholder who voted against the Business Combination may demand that the Company redeem his or her shares. The per share redemption price will equal the amount in the Trust Account (inclusive of the funds held in the trust account for the benefit of the underwriters and the proceeds from management’s warrant purchase but net of taxes payable and net of interest earned up to a maximum amount of $950,000 that was permitted to be released from the trust account to meet working capital needs), calculated as of two business days prior to the consummation of the proposed Business Combination, divided by the number of shares of common stock sold in our initial public 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. Therefore, a portion of the net proceeds from the Offering (19.99% of the amount placed in the Trust Account) has been classified as common stock subject to possible redemption.

The Company’s amended and restated certificate of incorporation provides for the liquidation of the Trust Account as part of any plan of dissolution and distribution of the Company, in the event that the Company does not consummate a Business Combination within 18 months from the date of the consummation of the Offering, or 24 months from the consummation of the Offering if certain extension criteria have been satisfied. There is no assurance that the Company will be able to complete the Business Combination described in Note 10 within that period. This factor, along with the liquidity factors described in Note 11, raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements are prepared assuming the Company will continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. These liquidation provisions, which are also contained in the agreement governing the Trust Account, cannot be amended without the affirmative vote of 100% of the Public Stockholders, nor can the certificate of incorporation be amended without the affirmative vote of 95% of the shares sold in the Offering. 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 Offering (assuming no value is attributed to the Warrants, as defined below, contained in the Units issued in the Offering discussed in Note 2).

Income Taxes

Deferred income taxes are provided for the differences between the bases of assets and liabilities for financial reporting and income tax purposes. A valuation allowance is established when necessary to reduce deferred tax assets to the amount expected to be realized.

Net ~~Income~~Loss ~~(loss)~~ Per Common Share

Net ~~income/(loss)~~ loss per share is computed by dividing net ~~income/(~~loss) by the weighted-average number of shares of common stock outstanding during the period after giving effect to stock splits and reverse stock splits. The effect of the 5,750,000 outstanding warrants issued in connection with the Offering and the 1,000,000 outstanding warrants issued in connection with the Private Placement has not been considered in diluted ~~income/(~~loss) per share calculations for the ~~three~~ six months ended ~~March~~June 3130, 2009 since such warrants are contingently exercisable. The effect of the 185,000 outstanding warrants issued on May 21, 2008 as described in Note 7 has not been considered in diluted ~~income/(~~loss) per share calculations for the ~~three~~six months ended ~~March~~June 3130, 2009 since the effect would have been antidilutive.

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.

Cash and Cash Equivalents

The Company maintains cash in bank deposit accounts which, at times, exceed federally insured (FDIC) limits. The Company has not experienced any losses on these accounts. For financial statement purposes, the Company considers all highly liquid debt instruments purchased with an original maturity of three months or less to be cash equivalents.

Fair value of Financial Instruments

The following methods and assumptions are used to estimate the fair value of each class of financial instruments for which it is practical to estimate:

8The fair value of the Company’s assets and liabilities that qualify as financial instruments under SFAS No. 107 “Disclosures about Fair Value of Financial Instrument,” approximate their carrying amounts presented in the balance sheet at June 30, 2009 and December 31, 2008, based upon the short term nature of the account.

The fair value of the Company’s assets and liabilities that qualify as financial instruments under SFAS No. 107 “Disclosures about Fair Value of Financial Instrument,” approximate their carrying amounts presented in the balance sheet at March 31, 2009 and December 31, 2008.

Recent Accounting Pronouncements

In ~~September~~December ~~2006~~2007, FASB issued Statement of Financial Accounting Standards No. ~~157~~141R, ~~Fair~~“Business ~~Value~~Combinations” ~~Measurements~~ (“SFAS ~~No. 157~~141R”). ~~SFAS~~that ~~No.~~is ~~157~~effective ~~defines~~for ~~fair value,~~business ~~establishes~~combinations ~~a framework~~ for ~~measuring~~which ~~fair~~the ~~value,~~acquisition ~~and~~date ~~expands disclosures about fair value measurement. SFAS No. 157 also emphasizes that fair value~~ is ~~a market-based~~on ~~measurement,~~or ~~not~~after anthe ~~entity-specific~~beginning ~~measurement,~~of ~~and sets out a~~the ~~fair~~first ~~value~~annual ~~hierarchy~~reporting ~~with~~period ~~the~~beginning ~~highest~~on ~~priority~~or ~~being~~after ~~quoted~~December ~~prices~~15, ~~in active markets~~2008. ~~Under SFAS No. 157, fair value measurements are disclosed by level~~The ~~within~~pronouncement ~~that~~resulted ~~hierarchy.~~from Ina ~~February~~joint ~~2008,~~project between the FASB ~~issued~~and ~~FASB Staff Position No.~~the ~~157-2,~~International ~~Effective~~Accounting ~~Date~~Standards ofBoard ~~FASB~~and ~~Statement~~continues ~~No.~~the ~~157,~~movement ~~which~~toward ~~permits a one-year~~the ~~deferral~~greater ~~for~~use ~~the implementation~~ of ~~SFAS No. 157 with regard to nonfinancial assets and liabilities that are not recognized or disclosed at~~ fair ~~value~~values in ~~the~~ financial ~~statements on a recurring basis~~reporting. ~~The Company adopted~~ SFAS ~~No.~~141R ~~157~~is ~~for~~expected to ~~the~~significantly ~~fiscal~~change ~~year~~how ~~beginning~~future ~~January~~business 1,acquisitions ~~2008,~~are ~~except~~accounted for ~~nonfinancial assets~~ and ~~nonfinancial~~ ~~liabilities that are recognized or disclosed at fair value in the~~will impact financial statements both on athe ~~nonrecurring~~acquisition ~~basis~~date ~~for~~and ~~which~~in ~~delayed application was~~subsequent ~~permitted until our fiscal year beginning January 1, 2009~~periods. SFAS ~~The~~141R ~~Company~~was adopted ~~the~~ ~~remaining~~by ~~provisions~~the ofCompany ~~SFAS No. 157~~ as of January 1, 2009 and ~~has determined~~will ~~that~~have itan ~~has no material~~ impact onto the Company’s ~~financial~~for ~~position, results~~any ofacquisitions ~~operations~~on or ~~cash~~after January ~~flows~~1, 2009.

In December 2007, FASB ~~released~~issued Statement of Financial Accounting Standards No. ~~141R,~~ 160, “~~Business~~Non-controlling ~~Combinations~~Interests in Consolidated Financial Statements” (“SFAS ~~141R~~160”) that is effective for ~~business combinations for which the acquisition date is on or after the beginning of the first~~ annual ~~reporting~~periods ~~period~~ beginning on or after December 15, 2008. ~~The~~ The pronouncement resulted from a joint project between the FASB and the International Accounting Standards Board and continues the movement toward the greater use of fair values in financial reporting. ~~SFAS~~Adoption ~~141R~~of isSFAS ~~expected~~160 toby the ~~significantly~~Company ~~change~~as ~~how~~of ~~future~~January ~~business~~1, ~~acquisitions~~2009 ~~are~~did ~~accounted~~not ~~for~~result ~~and~~in ~~will impact financial statements both on~~ the ~~acquisition~~reclassification ~~date~~of ~~and in subsequent~~any ~~periods. SFAS~~non-controlling ~~141R~~interests ~~was~~as ~~adopted~~a bycomponent ~~the Company as~~ of ~~January~~equity ~~1, 2009~~ and will have an impact to the Company for any ~~acquisitions~~acquisition on or after January 1, 2009.

In December 2007, FASB released Statement of Financial Accounting Standards No. 160, “Non-controlling Interests in Consolidated Financial Statements” (“SFAS 160”) that is effective for annual periods beginning on or after December 15, 2008. The pronouncement resulted from a joint project between the FASB and the International Accounting Standards Board and continues the movement toward the greater use of fair values in financial reporting. Adoption of SFAS 160 by the Company as of January 1, 2009 did not result in the reclassification of any non-controlling interests as a component of equity and did not have a material impact on the Company’s financial position.

In June 2008, the FASB ratified Emerging Issues Task Force (“EITF”) Issue No. 07-5, “Determining Whether an Instrument (or Embedded Feature) is Indexed to an Entity’s Own Stock” (“EITF 07-5”). EITF 07-5 mandates a two-step process for evaluating whether an equity-linked financial instrument or embedded feature is indexed to the entity’s own stock. It is effective for fiscal years beginning after December 15, 2008 and interim periods within those fiscal years, which is our first quarter of 2009. Any outstanding instrument at the date of adoption required a retrospective application of the accounting through a cumulative effect adjustment to retained earnings upon adoption. The adoption of EITF 07-5 as of January 1, 2009 did not have a material effect on the Company’s financial statements.

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

2.	Initial Public Offering

The Company sold 5,750,000 Units at an offering price of $8.00 per Unit (750,000 of which Units were sold in connection with the underwriters’ exercise of their over-allotment option). Each “Unit” consists of one share of the Company’s common stock and one Redeemable Common Stock Purchase Warrant (“Warrants”). Each Warrant entitles the holder to purchase from the Company one share of common stock at an exercise price of $5.00 commencing the later of the completion of a Business Combination and one year from the effective date of the Offering and expiring four years from the effective date of the Offering. The Company may redeem the Warrants at a price of $0.01 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 $10.00 per share for any 20 trading days within a 30-day period ending on the third day prior to the date on which notice of redemption is given. The Company agreed to pay the underwriters in the Offering an underwriting discount of 6% of the gross proceeds of the Offering and a non-accountable expense allowance of 2% of the gross proceeds of the Offering (excluding any over-allotment option proceeds). However, the underwriters have agreed that, of this amount, 4.5% of the gross proceeds of the Offering will not be paid unless and until the Company completes an initial Business Combination and has waived its rights to receive such payment upon the Company’s liquidation if the Company is unable to complete an initial Business Combination.

The Company has agreed with the representative of the underwriters to use its best efforts to maintain the effectiveness of the registration statement applicable to the Warrants until their expiration. If the Company is unable to maintain the effectiveness of such registration statement until the expiration of the Warrants, and therefore is unable to deliver registered shares, the Company will not be required to net cash settle the Warrants and the Warrants may become worthless.

3.	Trust Account

Investments held in trust at ~~March~~June 3130, 2009 are invested in a money market fund meeting conditions of the Investment Company Act of 1940. Continental Stock Transfer and Trust Company is the trustee and the trust account is maintained by the trustee at JP Morgan Chase New York Bank. The Company is permitted to draw up to $950,000 of ~~after-tax~~ interest to meet its needs for operating expenses and ~~working~~ working capital and to incur additional unindemnified obligations as described in Note 12. The Company is also permitted to draw from interest earned on the Trust Account without restriction to pay taxes. The reconciliation of investments held in trust as of ~~March~~June 3130, 2009 and December 31, 2008 is as follows:

	March 31, 2009			December 31, 2008
		June 30, 2009		December 31, 2008
Contribution to trust	$	45,160,000		$	45,160,000
Interest income received		1,~~376~~420,~~314~~260			1,282,415
Accrued interest income		179,~~801~~443			44,190
Withdrawals to pay taxes		(~~426~~443,~~000~~500)	)		(408,900)	)
Withdrawals to fund operations (a)		(950,000)	)		(873,100)	)
Investments and accrued interest held in trust	$	45,~~178~~196,~~115~~203		$	45,204,605
(a) Limited to $950,000

4.	Accounts Payable and Accrued Expenses

Accounts payable and accrued expenses consist of the following components as of ~~March~~June 3130, 2009 and December 31, 2008:

	March 31, 2009		December 31, 2008
	June 30, 2009		December 31, 2008
Amounts due for offering-related expenses	$	8,484	$	8,484
Other	$	~~677~~690,~~105~~342		598,399
Total	$	~~685~~698,~~589~~826	$	606,883

5.	Notes Payable

The Company issued a $75,000 unsecured promissory note to InterAmerican Advisors, LLC (‘‘InterAmerican’’), an affiliate of certain of its Initial Stockholders, on May 27, 2005, issued a $15,000 unsecured promissory note to InterAmerican on July 6, 2006, issued an additional $15,000 unsecured promissory note to InterAmerican on November 6, 2006, issued an additional $6,500 unsecured promissory note to InterAmerican on March 1, 2007 and issued an additional $29,000 unsecured promissory note to InterAmerican on June 25, 2007. In accordance with their terms, the notes were repaid in full on September 10, 2007 together with interest at the rate of 6% per annum for the amount of $12,678 from the date of issue.

Effective September 9, 2007, the Company entered into an unsecured financing agreement for its D&O insurance premiums with an unaffiliated finance company in the amount of $69,650 and an annualized interest rate of 7.07%. The first principal payment of $22,916 was paid in November 2007 and the second principal payment of $23,129 was paid in February 2008 and the final principal payment of $23,605 was paid in May 2008.

Effective March 4, 2009, the Company entered into an unsecured financing agreement for its D&O insurance premiums with an unaffiliated finance company in the amount of $16,716 and an annualized interest rate of 8.25%. The first principal payment of $5,572 was paid in March 2009 and the second and third principal payments of $5,572 ~~each~~were ~~are~~paid ~~payable~~ in May 2009 and June 2009 respectively.

6. Fair Value of Financial Instruments

Effective January 1, 2008 the Company adopted Statement No. 157, Fair Value Measurements. Statement No. 157 applies to all assets and liabilities that are being measured and reported on a fair value basis. Statement No. 157 requires new disclosure that establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosure about fair value measurements. This statement enables the reader of the financial statements to assess the inputs used to develop those measurements by establishing a hierarchy for ranking the quality and reliability of the information used to determine fair values. The statement requires that assets and liabilities carried at fair value will be classified and disclosed in one of the following three categories:

	Level 1:	Quoted market prices in active markets for identical assets or liabilities;
	Level 2:	Observable market based inputs or unobservable inputs that are corroborated by market data;
	Level 3:	Unobservable inputs that are not corroborated by market data.

Level 1:

Quoted market prices in active markets for identical assets or liabilities;

Level 2:

Observable market based inputs or unobservable inputs that are corroborated by market data;

Level 3:

Unobservable inputs that are not corroborated by market data.

In determining the appropriate levels, the Company performs a detailed analysis of the assets and liabilities that are subject to Statement No. 157. At each reporting period, all assets and liabilities for which the fair value measurement is based on significant unobservable inputs are classified as Level 3.

The table below presents the balances of assets and liabilities measured at fair value on a recurring basis by level within the hierarchy.:

March 31, 2009

June 30, 2009

Total

Level 1

Level 2

Level 3

Investments (including accrued interest) held in trust

45,~~178~~196,~~115~~203

Total assets

45,~~178~~196,~~115~~203

The Company’s restricted funds held in trust, including accrued interest, are invested as described in Note 3 above and this investment is considered to be highly liquid and easily tradable.

7.	Commitments and Related Party Transactions

The Company presently occupies office space provided by an affiliate of several of the Initial Stockholders. Such affiliate has agreed that, until the Company consummates a Business Combination, it will make such office space, as well as certain office and secretarial services, available to the Company, as may be required by the Company from time to time. The Company has agreed to pay such affiliate $10,000 per month for such services for up to 12 months commencing on the effective date of the Offering. The ~~statement~~Statement of Operations for the ~~three~~six months ended ~~March~~June 3130, 2009 and 2008 and the period from May 10, 2005 (inception) to ~~March~~June 3130, 2009 includes $0, $3060,000 and $120,000 respectively related to this agreement.

Pursuant to letter agreements dated June 27, 2007 with the Company and the representative for the underwriters, the Initial Stockholders have waived their right to receive distributions with respect to their founding shares upon the Company’s liquidation.

Immediately prior to the consummation of the Offering on September 10, 2007, Sintrim Capital Corp., an affiliate of InterAmerican Capital Partners II LLC, an entity wholly-owned by certain of the Company’s executive officers, together with one of the Company’s special advisors, purchased 1,000,000 warrants from the Company at a purchase price of $1.50 per warrant, for an aggregate purchase price of $1,500,000. Each warrant entitles the holder to purchase one share of the Company’s common stock at an exercise price of $5.00 per share. Sintrim Capital Corp and one of the Company’s special advisors have further agreed that the warrants purchased by them pursuant to this agreement will not be sold or transferred, except to one or more affiliates, until after the Company has completed a Business Combination. The proceeds from the sale of the warrants was deposited into the Trust Account and is part of the amount payable to the Public Stockholders in the event of the liquidation of the Trust Account as part of the Company’s plan of dissolution and distribution. Similarly, the purchase price will become part of any redemption amount paid to redeeming stockholders. The warrant purchase agreement also grants certain registration rights to Sintrim Capital Corp., InterAmerican Capital Partners II LLC and one of the Company’s special advisors with respect to the warrants purchased and the shares of our common stock issuable upon exercise of the warrants.

The Initial Stockholders are entitled to registration rights with respect to their founding shares pursuant to a registration rights agreement signed in connection with the Offering. The holders of the majority of these shares are entitled to make up to two demands that the Company register these shares at any time commencing three months prior to the third anniversary of the effective date of the Offering. In addition, the Initial Stockholders have certain ‘‘piggy-back’’ registration rights on registration statements filed subsequent to the third anniversary of the effective date of the Offering.

We issued to certain of our founding stockholders warrants to purchase an aggregate of 185,000 shares of our common stock, pursuant to agreements dated as of May 21, 2008. Subsequently, as required by an amendment to the stock purchase agreement, with Sing Kung (as discussed in Note 10) the recipients have agreed to cancel 129,150 of those warrants upon consummation of the Business Combination with Sing Kung described in Note 10. As of ~~March~~June 3130, 2009 all such ~~warrants~~ warrants remained outstanding and none were exercised. Under the terms of the May 21, 2008 warrant agreements, the warrants are immediately exercisable at an ~~exercise~~ exercise price of $.01 and expire on the earlier of (x) January 31, 2009 if a Business Combination is consummated in 2008 or 90 days after the consummation of a Business Combination if such Business Combination occurs in 2009 or (y) September 4, 2009. The warrants are subject to the same restrictions as the original shares held by the Company’s founding stockholders, including the restriction from selling or transferring the warrants, or any common stock underlying them, until September 4, 2009 (the “Restricted Period”). During the Restricted Period, no sale or transfer or other disposition of the warrants, or any common stock underlying them, can be made except for certain limited exceptions as set forth in the warrant agreements. The issuance of the warrants on May 21, 2008 was made pursuant to the exemption from the registration provisions of the Securities Act of 1933, as amended (the “Securities Act”), provided by Section 4(2) of the Securities Act and Regulation D promulgated thereunder. The warrants and underlying common stock have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. The value of the warrants was determined by our board of directors to be $783,860 ($4.24 per warrant) based on an assessment of fair value provided by a third-party appraiser who utilized a Black-Scholes model, although the assumptions used as inputs in the Black-Scholes model (volatility, risk-free rates and expected term) are not considered significant since variations of these assumptions have little to no effect on the fair value, the resulting fair value of the warrant being the differential between the fair value of the underlying share and the exercise price of the warrant. The fair value of the common share underlying the warrant was discounted for post-vesting restrictions. As noted above, neither the warrants or the underlying common shares can be sold or transferred, except for limited circumstances during the Restricted Period and the common shares have no rights to the amounts in the Trust Account upon liquidation. The discounts for the post-vesting restrictions were estimated by applying a probability to our successful completion of a Business Combination and discounting the resulting value for trading restrictions and illiquidity following the prospective exercise of the options. A tax deduction for such expense will be available to us at such time as the options are exercised by the holders (if ever). If we successfully consummate a Business Combination, we believe that the exercise of the options is highly likely. However, because of uncertainty about the exercise of the options, we have taken a reserve of 100% for deferred taxes associated with the option expense.

1211

8.	Stockholders’ Equity

Common Stock

On December 7, 2005, the Company effected a 2-for-5 reverse stock split of its shares of common stock. On April 26, 2006, the Company effected a 1.25-for-1 stock split of its shares of common stock. On May 26, 2006, the Company effected a 1.44-for-1 stock split of its shares of common stock. On June 27, 2007, the Company effected a 1-for-2.16 reverse stock split of its shares of common stock. All references in the accompanying financial statements to the number of shares of common stock and income (loss) per share have been retroactively restated to reflect these transactions. At ~~March~~June 3130, 2009, a total of 6,935,000 shares of common stock were reserved for issuance upon the exercise of outstanding warrants.

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.

9.	Income Taxes

The provision for income taxes consists of the following:

	Three Months Ended March 31, 2009		Three Months Ended March 31, 2008
	Six Months Ended June 30, 2009		Six Months Ended June 30, 2008
Current:
Federal	$	9,~~496~~097	$	71123,~~920~~417
State		2,~~708~~594		2035,~~920~~357
Deferred:
Federal		-		(76190,~~704~~729	)
State		-		-
Total	$	1211,~~204~~691	$	16(31,~~136~~955	)

The majority of the Company’s operating expenses are not currently deductible for income tax purposes. These expenses will be deductible for income tax purposes over a period of time when a trade or business, as defined in the Internal Revenue Code, begins operations or in the event the Company liquidates. The deferred tax asset relates to the future benefit the Company will receive when it is able to deduct these costs for income tax purposes.

1312

The effect of the temporary differences that make up the deferred tax assets are as follows:

	March 31, 2009			December 31, 2008
	June 30, 2009			December 31, 2008
Effect of expenses deferred for purposes of calculating income tax	$	~~881~~898,~~617~~192		$	808,940
Valuation allowance	$	(~~686~~703,~~617~~192	)		(613,940	)
Total	$	195,000		$	195,000

The total provision for income taxes differs from that amount which would be computed by applying the U.S. Federal tax rate to income before provision for income taxes as follows:

	Three months ended March 31, 2009				Three months ended March 31, 2008
	Six months ended June 30, 2009			Six months ended June 30, 2008
Statutory federal income tax rate		(34.0	)%		(34.0	~~34.0~~)%	%
State and local income tax rate		(5.8	)%		(5.8	~~5.9~~)%	%
Effect of permanent differences		0.1	%		0.1	~~0.0~~%	%
Change in valuation allowance		4745.76	%		43.9	~~0.0~~%	%
Effective income tax rate		8(5.09	)%		4.1	~~39.9~~%	%

Because of limitations on loss carrybacks applicable to state income taxes, the Company recorded a valuation reserve for all of its deferred state tax assets at ~~March~~June 3130, 2009 and December 31, 2008. In recognition that it may not be able to recover its federal deferred tax asset in excess of federal taxes previously paid, the Company recorded a valuation allowance sufficient to meet this condition for federal tax assets at ~~March~~June 3130, 2009.

There have been no audits of the Company’s tax returns since inception and all years remain open to examination.

10. Proposed ~~Merger~~Acquisition

Effective May 15, 2008, the Company entered into a definitive stock purchase agreement to acquire 89.6% of the fully-diluted shares of Sing Kung, Limited, a privately-held company based in the British Virgin Islands that provides city planning, infrastructure development, urban land improvement, and older-city redevelopment to municipalities in China (“Sing Kung”). The stock purchase agreement was amended as of November 28, 2008 and July 17, 2009. Sing Kung was formed in the British Virgin Islands in 2007 for the sole purposes of acquiring a 100% interest in Century City Infrastructure Co. Ltd. (“Century City”). Century City was also formed in 2007 and registered as a wholly-owned foreign enterprise in China, for the purpose of acquiring a 100% interest in Shanghai New Century City Development, Ltd. (“SNC”), which is the entity through which Sing Kung conducts most of its business in China. The acquisition of SNC by Century City was completed on December 8, 2008, but prior thereto (from December 27, 2007) Century City controlled and had a 100% economic interest in SNC as a result of executed agreements between Century City and the SNC stockholders.

Pursuant to the stock purchase agreement, as amended, ~~IAG~~the Company formed a ~~wholly-owned~~ subsidiary, CNC Development Ltd. (“CNC”) in the British Virgin Islands on August 11, 2008. Upon the closing of the acquisition, subject to the approval of the Company’s stockholders, the stock purchase agreement ~~calls~~requires for the simultaneous redomestication of ~~IAG~~the Company from the State of Delaware to the British Virgin Islands, through a merger of the Company into CNC and the exchange of 0.1850734 shares of CNC common stock and 0.8857955 shares of CNC Class A Preferred stock for each share of the Company’s common stock. The Sing Kung stockholders that ~~are~~ are parties to the stock purchase agreement will receive in the aggregate (i) 19,843,~~417~~417shares ~~shares~~ of CNC common stock plus (ii) the right to receive up to an additional 1210.43 million shares of CNC common stock if the following net income targets are met in each of the years shown below:

1413

Year ending December 31,		Net Income
2009		$5615,000,000
2010		$8019,~~000~~500,000
2011		$~~112~~25,~~000~~350,000
2012		$~~151~~32,~~200~~955,000
2013		$42,841,500

CNC also intends to make an exchange offer of ~~one~~0.422200 ~~share~~shares of CNC common stock for each of the remaining 2,548,718 shares of Sing Kung common ~~shares~~stock and 1.842727 shares of CNC Class A Preferred stock for each of the 2,915,000 ~~preferred~~ shares of Sing Kung preferred stock that are held by Sing Kung stockholders who are not parties to the stock purchase agreement. If all such ~~shareholders~~stockholders who are not ~~party~~parties to the stock purchase agreement participate in the exchange offer, they will receive an aggregate of 31,~~761~~076,~~844~~070 ~~common~~shares of CNC common stock and 5,371,548 shares of CNC Class A Preferred stock respectively. The acquisition is expected to be consummated in the ~~second~~third quarter of 2009, after the required approval by ~~the~~ the Company’s stockholders and the fulfillment of certain other closing conditions. Following the closing of the transaction, the post-transaction public company will be renamed China New City Construction Co. Ltd. In addition, the Company will seek to list its shares on The NASDAQ Stock Market.

~~Recent~~The Company’s proxy statement/prospectus on Form S-4 related to the Sing Kung transaction was declared effective by the Securities and Exchange Commission on August 7, 2009 and a stockholder vote for stockholders of record as of August 5, 2009 has been scheduled for August 27, 2009. Recent changes in market conditions and the limited time remaining until the Company’s liquidation deadline have increased the risk the acquisition of Sing Kung cannot be timely completed on the terms set forth in the stock purchase agreement, as as amended. For a more complete discussion of the Company’s proposed Business Combination, see the Company’s final proxy statement/prospectus filed with the Securities and Exchange Commission on August 10, 2009.

The Company has incurred and expensed approximately $~~734~~764,~~477~~443 of costs related to the proposed transaction with Sing Kung as of ~~March~~June 3130, 2009. ~~For a more complete discussion of our proposed Business Combination, see our proxy statement/prospectus on Form S-4, as amended.~~

11.

Liquidity

In addition to those initial proceeds not deposited in the trust fund, we are permitted to withdraw from the trust account up to $950,000 of interest income from the trust fund to fund our working capital requirements and the costs of pursuing a Business Combination. Additional withdrawals from interest earned on the trust fund are permitted to pay taxes. As of ~~March~~June 3130, 2009 we had withdrawn all of the $950,000 of the amount permitted for working capital purposes. As of ~~March~~ 31June 30, 2009, we had liabilities, other than taxes payable and deferred underwriting fees, net of cash, equal to $~~691~~698,~~412~~287. Despite this working capital deficiency, based on the arrangements we have made with certain of our vendors and advisors for payment following the consummation of the Sing Kung stock purchase if it is consummated, the authorization to expend limited additional corporate funds as further described in Note 12 and assurances by Sing Kung that it will make limited non-recourse advances to us, we believe we have sufficient resources to complete the transaction if it is approved by our stockholders ~~before approximately the end of June 2009~~.

If the Business Combination with Sing Kung is not consummated, we will not have sufficient available funds (outside of the trust fund) to operate through September 10, 2009, or to pursue an alternative transaction without needing to raise additional funds from our officers, directors, stockholders or other available sources. We have no commitments for such borrowings at this time and there is no assurance that we will be able to raise additional funds needed to meet the expenditures required for operating our business beyond the expected date for consummation of the Sing Kung acquisition.

12.	Subsequent Events

Effective July 17, 2009, the stock purchase agreement with Sing Kung was amended. The revised terms are reflected in the description of the transaction incorporated in Note 10.

In connection with its approval of Amendment No. 2 to the stock purchase agreement and its conclusion that continued pursuit of the Sing Kung transaction would be in the best interest of its stockholders, the independent members of the Company’s board of directors approved the use of up to $200,000 of corporate funds, in addition to the $950,000 previously authorized to be used in pursuit of a business combination and for working capital purposes. Expenditure of the additional funds is authorized for the sole purpose of meeting incremental, non-contingent costs incurred after July 20, 2009 to pursue the Transaction and would not be subject to indemnification by the Company’s officers to repay claims of vendor creditors that diminish the funds held in the trust account.

Sing Kung funded non-recourse advances of $53,900 and $33,404 on July 22, 2009 and August 10, 2009, respectively.

Our proxy statement/prospectus on Form S-4 related to the Sing Kung transaction was declared effective on August 7, 2009 by the Securities and Exchange Commission and a final proxy statement/prospectus was filed on August 10, 2009. A special meeting of stockholders was set for August 27, 2009 at which stockholders of record as of August 5, 2009 will vote on the Sing Kung transaction and other matters described in the meeting notice.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion should be read in conjunction with our Condensed Financial Statements and footnotes thereto contained in this report.

Forward Looking Statements

All statements other than statements of historical fact included in this Form l0-Q including, without limitation, statements under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding our financial position, business strategy and the plans and objectives of management for future operations, are forward looking statements. When used in this Form 10-Q, words such as “anticipate,” “believe,” “estimate,” “expect,” “intend” and similar expressions, as they relate to us or our management, identify forward looking statements. Such forward looking statements are based on the beliefs of management, as well as assumptions made by, and information currently available to, our management. Actual results could differ materially from those contemplated by the forward looking statements as a result of certain factors detailed in our filings with the Securities and Exchange Commission. All subsequent written or oral forward looking statements attributable to us or persons acting on our behalf are qualified in their entirety by this paragraph.

Overview

The Company was formed on May 10, 2005, to serve as a vehicle to effect a merger, capital stock exchange, asset acquisition or other similar business combination with an operating business. We intend to utilize cash derived from the proceeds of our recently completed public offering, our capital stock, debt or a combination of cash, capital stock and debt, in effecting a business combination. Effective May 15, 2008, we entered into a definitive stock purchase agreement with Sing Kung and that agreement was subsequently amended as further described below. There can be no assurance that the Company will be able to complete a transaction with Sing Kung, or any other target business.

Recent Developments/Proposed ~~Merger~~Acquisition

Effective May 15, 2008, the Company entered into a definitive stock purchase agreement to acquire 89.6% of the fully-diluted shares of Sing Kung., ~~Pursuant~~Limited, toa privately-held company based in the ~~stock purchase~~British ~~agreement~~Virgin Islands that provides city planning, asinfrastructure ~~amended~~development, ~~the~~urban ~~Company~~land ~~formed~~improvement, aand ~~wholly~~older-~~owned~~city redevelopment ~~subsidiary~~to municipalities in China (“Sing Kung”). The stock purchase agreement was amended as of November 28, 2008 and July 17, 2009. Sing Kung was ~~CNC~~formed in the British Virgin Islands onin ~~August~~2007 ~~11,~~for ~~2008. Upon~~ the ~~closing~~sole purposes of ~~the~~acquiring ~~acquisition,~~a ~~subject~~100% tointerest ~~the~~in ~~approval~~Century ofCity ~~the~~Infrastructure ~~Company’s~~Co. ~~stockholders,~~Ltd. ~~the~~(“Century ~~stock~~City”). ~~purchase~~Century ~~agreement~~City ~~requires~~was ~~the~~also ~~simultaneous~~formed ~~redomestication~~in of2007 ~~the~~and ~~Company~~registered ~~from~~as a wholly-owned foreign enterprise in China, for the ~~State~~purpose of ~~Delaware~~acquiring toa ~~the~~100% ~~British~~interest ~~Virgin~~in ~~Islands~~Shanghai New Century City Development, ~~through~~Ltd. a(“SNC”), ~~merger~~which ofis the ~~Company~~ ~~into~~entity ~~CNC.~~through ~~The~~ which Sing Kung ~~stockholders~~conducts ~~that~~most ~~are~~of ~~parties~~its tobusiness ~~the~~in ~~stock purchase~~China. ~~agreement~~The ~~will~~acquisition ~~receive~~of inSNC ~~the~~by Century ~~aggregate~~City ~~(i)~~was 19completed on December 8,~~843~~ 2008,~~417~~ ~~shares~~but ofprior ~~CNC common~~thereto ~~stock~~(from ~~plus~~December 27, ~~(ii~~2007) ~~the~~ ~~right~~Century toCity ~~receive~~controlled anand ~~additional~~had ~~12.4~~a ~~million~~100% ~~shares~~economic ifinterest ~~the~~in ~~following~~SNC ~~net~~as a ~~income~~result ~~targets~~of ~~are~~executed ~~met~~agreements inbetween ~~each~~Century ofCity and the ~~years shown below:~~SNC stockholders.

Year ending December 31,	Net Income
2009	$15,000,000	~~56,000,000~~
2010	$19,500,000	~~80,000,000~~
2011	$25,350,000	~~112,000,000~~
2012	$32,955,000	~~151,200,000~~
2013	$42,841,500

CNC also intends to make an exchange offer of 1,076,070 shares of CNC common stock for the remaining 2,548,719 common shares of Sing Kung and 2,685,774 shares of CNC common stock for the 2,915,000 shares of preferred shares of Sing Kung that are held by Sing Kung stockholders who are not parties to the stock purchase agreement. The acquisition is expected to be consummated in the second quarter of 2009, after the required approval by the Company’s stockholders and the fulfillment of certain other closing conditions. Following the closing of the transaction, the post-transaction public company will be renamed China New Cities Development Ltd. In addition, the Company will seek to list its shares on The NASDAQ Stock Market prior to the completion of the acquisition.

~~Prior~~CNC toalso ~~the~~intends ~~closing~~to ofmake ~~the~~an ~~acquisition,~~exchange ~~the~~offer ~~amended~~of ~~stock~~0.422200 ~~purchase~~shares ~~agreement~~of ~~requires~~CNC uscommon stock for toeach ~~reduce~~of the ~~number~~remaining 2,548,718 shares of ~~the~~Sing ~~Company’s~~Kung common stock and 1.842727 shares ~~outstanding~~of ~~(including~~CNC Class A Preferred stock for each of the 2,915,000 shares of Sing ~~management~~Kung ~~warrants~~preferred ~~issued~~stock onthat ~~May~~are ~~21,~~held ~~2008~~by ~~and~~Sing ~~described~~Kung ~~above)~~stockholders towho aare ~~total~~not ofparties ~~7,055,850~~to the stock purchase agreement. ToIf ~~satisfy~~all ~~this~~such ~~condition,~~stockholders ~~our~~who ~~board~~are ofnot ~~directors~~party ~~has~~to the ~~authorized~~stock purchase agreement participate in the exchange offer, ~~and~~they will ~~the~~receive ~~holders~~an aggregate of ~~the~~1,076,070 ~~management~~shares ~~warrants~~of ~~have~~CNC ~~agreed~~common stock and 5,371,548 shares of CNC Class A Preferred stock respectively. The acquisition is expected to abe ~~rescission~~consummated in the third quarter of ~~129~~2009,~~150~~ after the required approval by ofthe Company’s stockholders and the ~~management~~fulfillment ~~warrants~~of ~~prior~~certain toother closing conditions. Following the closing of the ~~Sing~~transaction, ~~Kung~~the post-transaction public company will be renamed China New City Construction Co. Ltd. In addition, the Company will seek to list its shares on The NASDAQ Stock Market.

Prior to the closing of the acquisition, the amended stock purchase agreement requires us to reduce the number of shares of the Company’s common stock outstanding (including the management warrants issued on May 21, 2008 and described above) to a total of 7,055,850. To satisfy this condition, our board of directors has authorized, and the holders of the management warrants have agreed, to a rescission of 129,150 of the management warrants prior to the closing of the Sing Kung transaction. The amended stock purchase agreement requires the Company to reduce the number of the Company’s outstanding warrants issued in its IPO and the private placement immediately prior thereto to 5,750,000 from the 6,750,000 currently outstanding. To meet this condition, the purchasers of the 1,000,000 insider warrants issued in a private placement prior to the Company’s IPO (described below in Item 2 of Part II) have agreed to cancellation if their warrants if warrants issued in the IPO cannot be otherwise acquired by the Company on acceptable terms.

Sing Kung is a privately-held company based in the British Virgin Islands that provides city planning, infrastructure development, urban land improvement, and older-city redevelopment to municipalities in China. Sing Kung was formed in the British Virgin Islands in 2007 for the sole purpose of acquiring a 100% interest in Century City. Century City was also formed in 2007 and registered as a wholly-owned foreign enterprise in China, for the purpose of acquiring a 100% interest in SNC, which was consummated in December 2008.

Results of Operations

For the three months and six months ended ~~March~~June 3130, 2009, we had a net loss of $~~164~~42,~~776~~552 and $207,329 respectively. ~~The net~~We ~~income~~had ~~earned~~a net loss for the three and six months ended ~~March~~June 3130, 2008 of $24770,~~265.~~430 and of $746,165 respectively. The reduction in losses for the three- and ~~difference~~six-month periods ended June 30, 2009 and 2008 of $~~189~~727,~~041~~878 ~~was~~and $538,836 respectively were due primarily to areductions ~~reduction~~ in net interest income ~~earned~~ ~~during the period~~ that ~~was~~ were partially mitigated by areductions ~~reduction~~ in total expenditures and the absence in the first six months of 2009 of warrant issuance costs.

Interest earned in our trust account for the three and six months ended ~~March~~June 3130, 2009 was $6735,~~511~~589 and $103,099 as compared with $~~271~~200,~~949~~496 and $472,445 during the three and six months ended ~~March~~June 3130, 2008. The ~~decline~~declines of $~~204~~164,~~438~~907 (7582%) ~~was~~and $369,346 ~~due~~(78%) for the three- and six-month periods respectively were due entirely to reductions in market interest rates for investment securities of the types that we are permitted to own in our trust account. Until we enter into a business combination, we will not have revenues other than interest earned on the funds held in trust and we may incur additional losses due to managements’ expenses relating to locating a target business to acquire.

Expenses during the three months ended ~~March~~June 3130, 2009 totaled $~~232~~78,~~287~~654, a reduction of $15156,~~397~~503 (~~6.2~~67%) as compared with total expenses of $~~247~~235,~~684~~157 during the three months ended ~~March~~June 3130, 2008 before giving effect to warrant issuance costs incurred in May 2008 of $783,860 that were not incurred in the second quarter of 2009. The reduction in expenses was partially the result of lower administrative costs associated with lower contractual payments to ~~InterAmerican~~ InterAmerican Advisors LLC ($30,000); ~~reduced~~and lower costs of maintaining our public filings, corporate standing and stockholder and trust administrative and insurance matters ($1848,~~983~~817) due to ~~efficiencies~~cost ~~associated~~containment ~~with~~efforts. ~~preparation~~In ofaddition, ~~our~~we ~~second annual report on Form~~curtailed ~~10-K;~~costs arelated ~~lower~~to ~~franchise~~pursuing ~~tax~~the ~~accrual~~business ~~($2,625);~~combination ~~reduced~~with ~~interest~~Sing ~~expense~~Kung (~~$3,037);~~including arelated ~~smaller~~investor ~~income~~relations ~~tax provision ($3,932~~expenses) ~~and~~pending ~~reductions~~restatement inof ~~other~~the ~~miscellaneous~~Sing Kung ~~expenses~~financial ~~($104). Lower~~statements, ~~expenses~~which inreduced ~~these~~such ~~areas~~expenses ~~were~~by ~~partially~~$78,605 ~~offset by~~during the ~~increase~~second quarter. Lower ininterest ~~expense~~and ofmiscellaneous ~~pursuing~~expenses ain ~~business combination ($38,356);~~ the second ~~expenditures~~quarter ~~associated with the commencement~~ of ~~investor~~2009 ~~relations activities~~ ($31,~~759~~656); ~~higher~~were ~~trust~~offset ~~administrative~~by ~~costs~~an ~~($1,042);~~increase ~~and~~in ~~increased~~the ~~expense accrual~~franchise ~~for~~tax ~~D&O~~accrual of ~~insurance (~~$~~127)~~2,575.

Total expenses during the quarter ended March 31, 2009 were comprised of: costs associated with maintaining our public filings, corporate standing and stockholder administrative matters, including legal and accounting fees ($45,814); administrative expense related to the trust ($3,622); D&O insurance ($16,650); franchise taxes ($36,875); costs associated with pursuing a business combination ($111,318); investor relations and communications expense ($3,759); interest ($77); other miscellaneous expenses ($1,968); and a provision for income taxes ($12,204).

Expenses during the three months ended March 31, 2008 were comprised of: costs associated with maintaining our public filings, corporate standing and stockholder administrative matters, including legal and accounting fees ($64,797); administrative expense related to the trust ($2,580); D&O insurance ($16,523); franchise taxes ($39,500); the InterAmerican Advisors LLC administrative fee ($30,000); costs associated with pursuing a business combination ($72,962); interest expense ($3,114); other miscellaneous expenses ($2,072); and a provision for income taxes ($16,136).

Total expenses during the quarter ended June 30, 2009 were comprised of: costs associated with maintaining our public filings, corporate standing and stockholder administrative matters, including legal and accounting fees ($14,579); administrative expense related to the trust ($3,211); D&O insurance ($16,716); franchise taxes ($36,875); costs associated with pursuing a business combination ($2,448); investor relations and communications expense ($4,000); interest ($154); other miscellaneous expenses ($671). In addition, our provision for income taxes amounted to a benefit of $513.

Expenses during the quarter ended June 30, 2008 totaled $1,019,017 and were comprised of: costs associated with maintaining our public filings, corporate standing and stockholder administrative matters, including legal and accounting fees ($65,015); administrative expense related to the trust ($2,705); D&O insurance ($16,522); franchise taxes ($34,300); the InterAmerican Advisors LLC administrative fee ($30,000); costs associated with pursuing a business combination ($83,853); interest expense ($298); other miscellaneous expenses ($2,464); and $783,860 was incurred during the quarter as a result of the issuance of warrants to our management, directors and a special advisor (as described below in Part II Item 2: Unregistered sales of equity securities and use of proceeds). Our provision for income taxes amounted to a benefit of $48,091.

Expenses during the six months ended June 30, 2009 totaled $298,737, a reduction of $167,968 (36%) as compared with total expenses of $466,705 during the six months ended June 30, 2008 before giving effect to warrant issuance costs incurred in May 2008 of $783,860 that were not incurred in the first half of 2009. The reduction in expenses was partially the result of lower administrative costs associated with lower contractual payments to InterAmerican Advisors LLC ($60,000) and lower costs of maintaining our public filings, corporate standing and stockholder and trust administrative and insurance matters ($81,468) due to cost containment efforts. In addition, we curtailed costs related to pursuing the business combination with Sing Kung (including related investor relations expenses) pending restatement of the Sing Kung financial statements, which reduced such expenses by $24,769 during the second quarter. Lower interest ($841) and miscellaneous expenses ($840) together with a reduced franchise tax accrual ($50) in the first six months of 2009, as compared with 2008, made up the balance of the difference.

Total expenses during the six months ended June 30, 2009 were comprised of: costs associated with maintaining our public filings, corporate standing and stockholder administrative matters, including legal and accounting fees ($47,897); administrative expense related to the trust ($6,833); D&O insurance ($33,366); franchise taxes ($73,750); costs associated with pursuing a business combination ($126,562); investor relations and communications expense ($7,459); interest ($230); other miscellaneous expenses ($2,640). We also recorded a provision for income taxes of $11,691.

Expenses during the six months ended June 30, 2008 totaled ($1,250,565) and were comprised of: costs associated with maintaining our public filings, corporate standing and stockholder administrative matters, including legal and accounting fees ($131,233); administrative expense related to the trust ($5,285); D&O insurance ($33,046); franchise taxes ($73,800); the InterAmerican Advisors LLC administrative fee ($60,000); costs associated with pursuing a business combination, including related investor-relations costs ($158,790); interest expense ($1,071); other miscellaneous expenses ($3,480);and. $783,860 incurred during the quarter as a result of the issuance of options to our management, directors and a special advisor (as described below in Part II Item 2: Unregistered sales of equity securities and use of proceeds). Our provision for income taxes amounted to a benefit of $31,955.

Financial Condition and Liquidity

The registration statement for our initial public offering (the “Offering”) was declared effective on September 4, 2007. We completed the Offering, including the exercise of the underwriter’s overallotment option, on September 10, 2007 and September 11, 2007, and received net proceeds of approximately $41.4 million, which is net of $2,070,000 of deferred underwriting discounts (as described in Note 2 to the financial statements). Our executive officers and directors have broad discretion with respect to the specific application of the net proceeds of this offering of Units and the private placement of 1,000,000 warrants that occurred immediately prior to completion of the Offering (the “Private Placement”), although substantially all of the net proceeds of the Offering and Private Placement are intended to be generally applied toward consummating an initial Business Combination with (or acquisition of) one or more operating businesses. See Note 10 to the financial statements for more information with respect to the Company’s proposed acquisition of Sing Kung. Furthermore, there is no assurance that we will be able to successfully consummate an initial Business Combination. An amount of $45,160,000, which includes $1,500,000 relating to the sale of warrants in the Private Placement and $2,070,000 deferred payment to the underwriters in the Offering, of the net proceeds was placed in a Trust Account, and invested in money market funds meeting conditions of the Investment Company Act of 1940 or securities principally issued or guaranteed by the U.S. government until the earlier of (i) the consummation of its initial Business Combination or (ii) the distribution of the Trust Account as described below. The placing of funds in the Trust Account may not protect those funds from third party claims against us. Although we will seek to have vendors, providers of financing, if any, prospective target businesses and other entities it engages, execute agreements with us waiving any right, title, interest or claim of any kind in or to any monies held in the Trust Account, there is no guarantee that they will execute such agreements.

In addition to those initial proceeds not deposited in the trust fund, we are permitted to withdraw up to $950,000 of interest income from the trust fund to fund our working capital requirements and the costs of pursuing a business combination. Additional withdrawals from interest earned on the trust fund are permitted to pay taxes. As of March 31, 2009 we had withdrawn all $950,000 of the amount permitted for working capital purposes. As of March 31, 2009 we had liabilities, other than taxes payable and deferred underwriting fees, net of cash, equal to $691,412.18

~~Because~~In addition weto ~~have~~those ~~exhausted~~initial ~~the~~proceeds ~~funds~~not ~~we are~~deposited ~~permitted~~in tothe ~~withdraw~~trust ~~for working capital~~fund, we ~~have~~are permitted ~~had~~ to ~~enter~~withdraw ~~into contingent~~up ~~payment~~to ~~arrangements~~$950,000 ~~with~~of ~~various~~interest ~~vendors~~income infrom ~~order to meet~~ the ~~requirements~~ ~~necessary~~trust tofund ~~consummate a business combination with Sing Kung.~~to ~~Pursuant~~fund toour ~~those~~working ~~arrangements,~~capital ~~participating~~requirements ~~vendors~~and ~~will~~the becosts ~~paid upon consummation~~ of pursuing a business combination. Additional ~~Utilizing~~withdrawals ~~this~~from ~~mechanism~~interest weearned ~~believe~~on ~~that we will have sufficient funds to complete~~ the ~~Sing Kung transaction if it can be~~trust ~~consummated~~fund ~~before~~are ~~approximately~~permitted ~~the~~to ~~end~~pay taxes. As of June ~~2009~~30, ~~however,~~2009 ~~there~~we ~~can~~had ~~be no~~withdrawn ~~assurance~~all ~~that~~$950,000 of the ~~resources~~amount ~~available~~permitted tofor usworking ~~will~~capital ~~be sufficient for this purpose~~purposes. As of IfJune ~~not~~30, 2009 we ~~will~~had beliabilities, ~~forced~~other tothan ~~raise~~taxes ~~additional~~payable ~~capital~~and ~~or be forced to~~deferred ~~liquidate.~~underwriting Wefees, ~~have~~net ~~not identified any sources~~ of ~~additional~~cash, ~~capital~~equal ~~and there is no assurance that we would be able~~ to ~~obtain such additional capital if required~~$698,287.

Because we have exhausted the funds we are permitted to withdraw for working capital, we have had to enter into contingent payment arrangements with various vendors and taken other steps in order to meet the requirements necessary to consummate a business combination with Sing Kung. Pursuant to the contingent arrangements with participating vendors, such vendors will be paid upon consummation of a business combination. We have also solicited financial assistance from Sing Kung to help us meet our liquidity shortfall. Without making any specific commitment with respect to amount, Sing Kung has agreed to make limited non-recourse advances as it deems minimally necessary to allow us to continue to pursue the transaction. Sing Kung made non-recourse advances for this purpose of $53,900 and $33,404 on July 22, 2009 and August 10, 2009, respectively. In addition, the independent members of the Company’s board of directors approved the use of up to $200,000 of corporate funds, in addition to the $950,000 previously authorized, to be used in pursuit of a business combination and for working capital purposes. Expenditure of the additional funds is authorized for the sole purpose of meeting incremental, non-contingent costs incurred after July 20, 2009 to pursue the Sing Kung transaction and would not be subject to indemnification by the Company’s officers to repay claims of vendor creditors that diminish the funds held in the trust account. Utilizing these mechanisms we believe that we will have sufficient funds to complete the Sing Kung transaction if it is approved by our stockholders, however, there can be no assurance that the resources available to us will be sufficient for this purpose. If not, we will be forced to raise additional capital or be forced to liquidate. We have not identified any sources of additional capital and there is no assurance that we would be able to obtain such additional capital if required.

If we are unable to proceed with the Sing Kung transaction, we will 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. 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 if and when needed to consummate a particular business combination, we would be compelled to liquidate.

Over the time period from ~~March~~June 3130, 2009 to September 10, 2009, we currently anticipate incurring additional expenses for the following purposes:

•

legal, accounting and other expenses attendant to consummating the Sing Kung transaction;

• legal and accounting fees relating to our SEC reporting obligations and general corporate matters; and

• administrative fees; and

•

working capital, director and officer liability insurance premiums and reserves.

We expect to use all or substantially all of the proceeds held in trust other than the deferred portion of the underwriter’s fee to acquire Sing Kung, although there is no assurance that we will be successful in doing so.19

18If the Sing Kung acquisition is approved by our stockholders, we expect to use all or substantially all of the proceeds held in trust, other than the deferred portion of the underwriter’s fee, to pay a dividend of $4.85 per share to our public stockholders (who do not exercise their conversion rights with respect to the Company shares) and to acquire Sing Kung, although there is no assurance that we will be successful in doing so.

If we are unable to consummate the Sing Kung transaction ~~or another suitable business combination~~ by September 10, 2009 (or such earlier time as our working capital funds are exhausted), we will be forced to liquidate. If we are forced to liquidate, the per share liquidation amount ~~may~~ will be less than the initial per unit price in the Offering because of the underwriting commissions and expenses related thereto and because of the value of the warrants in the per unit offering price. Additionally, if third parties make claims against us, the funds held in the Trust Account could be subject to those claims, resulting in a further reduction to the per share liquidation price. Under Delaware law, our stockholders who have received distributions from us may be held liable for claims by third parties to the extent such claims are not been paid by us. Furthermore, our warrants will expire worthless if we liquidate before the completion of a business combination.

As indicated in the accompanying financial statements, we are assuming that we will continue as a going concern. As discussed elsewhere, however, we must consummate the business combination with Sing Kung or another target by September 10, 2009 or else we are required to liquidate and dissolve. The financial statements do not reflect this contingency.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Market risk is the sensitivity of income to changes in interest rates, foreign exchanges, commodity prices, equity prices, and other market-driven rates or prices. We are not presently engaged in any substantive commercial business. Accordingly, we are not exposed to risks associated with foreign exchange rates, commodity prices, equity prices or other market-driven rates or prices. The net proceeds of our initial public offering held in the Trust Account are invested only in money-market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940 or United States treasury bills. Given the limited risk in our exposure to money market funds and treasury bills, we do not view the interest rate risk to be material.

ITEM 4. CONTROLS AND PROCEDURES.

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in company reports filed or submitted under the Securities Exchange Act of 1934 (the “Exchange Act”) is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in company reports filed or submitted under the Exchange Act is accumulated and communicated to management, including our chief executive officer, as appropriate to allow timely decisions regarding required disclosure.

As required by Rules 13a-15 and 15d-15 under the Exchange Act, our chief executive and financial officer carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of ~~March~~June 3130, 2009. Based upon his evaluation, he concluded that our disclosure controls and procedures were effective.

Our internal control over financial reporting is a process designed by, or under the supervision of, our chief executive and chief financial officer and effected by our board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of our financial statements for external purposes in accordance with generally accepted accounting principles (United States). Internal control over financial reporting includes policies and procedures that pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets; provide reasonable assurance that transactions are recorded as necessary to permit preparation of our financial statements in accordance with generally accepted accounting principles (United States), and that our receipts and expenditures are being made only in accordance with the authorization of our board of directors and management; and provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on our financial statements.

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During the most recently completed fiscal quarter, there has been no change in our internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Limitations on the Effectiveness of Controls

A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected. Our disclosure controls and procedures are designed to provide reasonable assurance of achieving its objectives. Our principal executive and financial officer concluded that our disclosure controls and procedures are effective at that reasonable assurance level.

PART II: OTHER INFORMATION

ITEM 1: LEGAL PROCEEDINGS

None

ITEM 1A. RISK FACTORS

In addition to the other information set forth in this report, you should carefully consider the factors discussed in the section titled “Risk Factors” in our final ~~Prospectus~~prospectus on Form 424(b)(3), filed on September 5, 2007, which could materially affect our business, financial condition or future results and in our Annual Report on Form 10-K for the year ended December 31, 2008. The risks described in our Prospectus and Annual Report are not the only risks facing our Company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and/or operating results. Other than risks specifically associated with the Sing Kung stock purchase and our limited liquidity as discussed above under the heading “Financial Condition and Liquidity”, there have been no material changes from the risk factors previously disclosed on Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2008. In addition, we have filed a ~~joint~~ proxy statement/prospectus on on Form S-4 ~~dated~~that aswas ofdeclared ~~December~~effective 19on August 7, ~~2008~~2009 in connection with seeking stockholder approval for the Sing Kung stock purchase and it provides additional information on the risks particular to such business combination. ~~The~~A ~~referenced~~ final joint proxy statement/prospectus onwas ~~Form~~filed ~~S-4 has~~as ~~not yet been~~of ~~declared~~August ~~effective~~10, ~~and it remains subject to change~~2009.

ITEM 2: UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

On September 10 and 11, 2007, we closed our initial public offering of 5,750,000 units, including 750,000 units subject to the underwriters’ over-allotment option, with each unit consisting of one share of our common stock and one warrant, each to purchase one share of our common stock at an exercise price of $5.00 per share. The units from the initial public offering (including the over-allotment option) were sold at an offering price of $8.00 per unit, generating total gross proceeds of $46,000,000. Chardan Capital Markets LLC (“CCM”) acted as representative of the underwriters in the initial public offering. The securities sold in the offering were registered under the Securities Act of 1933 on registration statement Form S-1 (Nos. 333-125558). The Securities and Exchange Commission declared the registration statement effective on September 4, 2007.

We paid a total of $690,000 in underwriting discounts and commissions (not including $2,070,000 which was deferred by the underwriters until completion of a Business Combination) and approximately $1,343,975 for other costs and expenses related to the offering and the over-allotment option.

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We also consummated the simultaneous private sale of 1,000,000 warrants at a price of $1.50 per warrant, pursuant to the exemption from registration under Section 4(2) of the Securities Act, generating total proceeds of approximately $1,500,000. The warrants were purchased by Sintrim Capital Corp. and one of our special advisors. The insider warrants are identical to the warrants included in the units sold in the initial public offering except that the insider warrants (i) will be exercisable on a cashless basis, (ii) may be exercised whether or not a registration statement relating to the common stock issuable upon exercise of the warrants is effective and current and (iii) will not be redeemable by us so long as they are still held by the purchasers or their affiliates. The purchasers of the insider warrants have agreed that the insider warrants will not be sold or transferred by them (except in certain cases) until the consummation of our business combination. To meet the requirements of amended stock purchase agreement with Sing Kung, the purchasers of the insider warrants have agreed to the cancellation of their warrants issued in our IPO if such warrants cannot be acquired by us on acceptable terms.

After deducting the underwriting discounts and commissions and the offering expenses, our net proceeds from the Offering were approximately $41.4 million, and an amount of $45,160,000, including $1,500,000 in connection with the warrant sale and $2,070,000 of deferred underwriting discounts and commissions, was deposited into the trust account and the remaining proceeds became available to be used to provide for business, legal and accounting due diligence on prospective business combinations and continuing general and administrative expenses.

For a description of the use of the proceeds generated in our initial public offering, see Part I, Item 2 of this Form 10-Q.

We issued to certain of our founding stockholders warrants to purchase an aggregate of 185,000 shares of our common stock, pursuant to agreements dated as of May 21, 2008. A copy of the form of agreement with such founding stockholders was filed on a Form 8-K on May 23, 2008. As a result of the issuance of the warrants, if such warrants are exercised, the founding stockholders would have a twenty percent (20%) beneficial ownership interest in us before giving effect to the exercise of the warrants included with the units issued in our initial public offering and the private placement warrants purchased contemporaneously by affiliates of our management and one of our special advisors. Under the terms of the May 21, 2008 warrant agreements, the warrants are immediately exercisable at an exercise price of $.01 and expire on the earlier of (x) January 31, 2009 if a business combination is consummated in 2008 or 90 days after the consummation of a business combination if such business combination occurs in 2009 or (y) September 4, 2009. The warrants are subject to the same restrictions as the original shares held by the Company’s founding stockholders, including the restriction from selling or transferring the warrants, or any common stock underlying them, until September 4, 2009 (the “Restricted Period”). During the Restricted Period, no sale or transfer or other disposition of the warrants, or any common stock underlying them, can be made except for certain limited exceptions as set forth in the warrant agreements. The issuance of the warrants on May 21, 2008 was made pursuant to the exemption from the registration provisions of the Securities Act of 1933, as amended (the “Securities Act”), provided by Section 4(2) of the Securities Act and Regulation D promulgated thereunder. The warrants and underlying common stock have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. To satisfy a condition in Amendment No. 1 to the stock purchase agreement with Sing Kung, our board of directors has authorized, and the holders of the management warrants have agreed, to a rescission of 129,150 of the management warrants prior to the closing of the Sing Kung transaction, assuming that such closing occurs.

ITEM 3: DEFAULTS UPON SENIOR SECURITIES

None

ITEM 4: SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None

ITEM 5: OTHER INFORMATION

None

ITEM 6: EXHIBITS

(a) Exhibits

	31.1	Certification of the Company’s Principal Executive Officer and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

	32.1	Certification of the Company’s Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002.

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SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	INTERAMERICAN ACQUISITION GROUP INC.
Dated: May 8, 2009	By:	/s/ William C. Morro
		Name: William C. Morro Title: Chief Executive Officer

	INTERAMERICAN ACQUISITION GROUP INC.

	By:	/s/ William C. Morro
		Name: William C. Morro Title: Chief Executive Officer

23Dated: August 18, 2009

Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended March 31, 2009

For the quarterly period ended June 30, 2009

Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from_______ to ________.

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