SECURITIES
AND EXCHANGE COMMISSION




WASHINGTON,
D.C.  20549




FORM
10-Q





x
            
            Quarterly
      Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of
      1934For
      the quarterly period ended June 30, 2008oro
            
            Transition
      Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of
      1934For
      the transition period from_______ to
  ________.




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
August 19, 2008.















InterAmerican
Acquisition Group Inc.


(a
development stage enterprise)





CONTENTS





Page








Part I: Financial
information:1





Item I -
Financial Statements:            1





Condensed
Balance Sheet of June 30, 2008 (Unaudited) and December 31, 2007       1





Condensed
Statement of Operations for the Three and Six months ended


June 30,
2008 and 2007, and for the period May 10, 2005 (inception) through June 30, 2008
(Unaudited)          
2





Condensed Statement of
Stockholders’ Equity for the Period May 10, 2005 (inception)


to June 30, 2008
(Unaudited)              3





Condensed
Statement of Cash Flows for the Six-month Periods ended


June 30,
2008 and 2007, and for the Period May 10, 2005 (inception) through


June 30,
2008
(Unaudited)                                                                                                                                       
4





Notes to
Unaudited Condensed Financial
Statements                                                                                                  
5




Item 2
-Management’s
Discussion and Analysis of Financial Condition and 11


Results
of Operations




Item 3 –
Quantitative and Qualitative Disclosures about Market Risk            
14




Item
4 -Controls
and
Procedures                                                                                                                                
            
14




Part
II: Other Information





Item 1 – Legal
Proceedings                                                                                                                                                      
15




Item
2- Unregistered
Sales of Equity Securities and Use of Proceeds            
15




Item 3 - Defaults on Senior
Securities                                                                                                                                     
16




Item
4 – Submission of Matters to a Vote of Security Holders              
16




Item 5 – Other Information                     16




Item 6 - Exhibits                                                                                                                                                                           17




Signatures




Certifications














PART
I: FINANCIAL INFORMATION





ITEM
1: FINANCIAL STATEMENTS





InterAmerican
      Acquisition Group Inc.(a
      corporation in the development stage)Condensed
      Balance SheetJune 30, 2008
            
            
            December 31, 2007(unaudited)ASSETSCurrent
      Assets:Cash
            
            $
            62,922
            
            
            $
            15,533Investment
      and Accrued Interest - Trust Account
            
            
            45,229,677
            
            
            
            45,517,583Prepaid
      Expense
            
            
            49,540
            
            
            
            87,871Total
      Current Assets
            
            
            45,342,139
            
            
            
            45,620,987Deferred
      Tax Asset
            
            
            248,339
            
            
            
            57,610Total
      Assets
            
            $
            45,590,478
            
            
            $
            45,678,597LIABILITIES
      AND STOCKHOLDERS' DEFICIENCYCurrent
      Liabilities:Accounts
      Payable and Accrued Expenses
            
            $
            300,779
            
            
            $
            203,533Note
      Payable
            
            
            
            
            
            
            46,734Income
      and capital taxes payable
            
            
            124,470
            
            
            
            300,796Deferred
      Underwriting Fees
            
            
            2,070,000
            
            
            
            2,070,000Total Current Liabilities
            
            
            2,495,249
            
            
            
            2,621,063COMMON STOCK SUBJECT
      TO POSSIBLE REDEMPTION(1,149,425
      shares at redemption value) (Note 1)
            
            
            8,609,194
            
            
            
            8,609,194Stockholders'
      Equity/(Deficiency)Preferred
      stock, $0.0001 par valueAuthorized
      1,000,000 shares; none issuedCommon
      stock, $0.0001 par valueAuthorized
      90,000,000 sharesIssued
      and outstanding 7,000,000 shares at March 31, 2008 and December 31, 2007
              (which includes 1,149,425 shares subject to possible
      redemption)
            
            
            700
            
            
            
            700Additional
      paid-in capital
            
            
            35,106,999
            
            
            
            34,323,139Retained
      earnings/(Deficit) accumulated during the development
stage
            
            
            (621,664
            )
            
            
            124,501Total Stockholders'
      Equity/(Deficiency)
            
            
            34,486,035
            
            
            
            34,448,340Total
      Liabilities and Stockholders Equity/(Deficiency)
            
            $
            45,590,478
            
            
            $
            45,678,597See
      notes to unaudited condensed financial statements











1







InterAmerican
      Acquisition Group Inc.(a
      corporation in the development stage)Condensed
      Statement of Operations(Unaudited)Six
      Months Ended
            
            
            Three
      Months EndedJune
      30, 2008
            
            June
      30, 2007
            
            June
      30, 2008
            
            
            June
      30, 2007
            
            
            May
      10, 2005 (Inception) to June 30, 2008Interest
      income
            
            $
            472,445
            
            
            $
            -
            
            
            $
            200,496
            
            
            $
            -
            
            
            $
            1,037,675ExpensesFormation
      costs
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            4,775General
      and administrative expenses
            
            
            1,249,494
            
            
            
            27
            
            
            
            1,018,719
            
            
            
            10
            
            
            
            1,571,706Interest
      expense
            
            
            1,071
            
            
            
            3,245
            
            
            
            298
            
            
            
            1,641
            
            
            
            14,735-Total
      Expenses
            
            
            1,250,565
            
            
            
            3,272
            
            
            
            1,019,017
            
            
            
            1,651
            
            
            
            1,591,216Net
      loss before income tax provision/(benefit)
            
            
            (778,120)
            
            
            
            (3,272)
            
            
            
            (818,521
            )
            
            
            (1,651
            )
            
            
            (553,541
            )Provision/(benefit)
      for income taxes
            
            
            (31,955)
            
            
            
            
            
            
            
            (48,091)
            
            
            
            -
            
            
            
            68,123Loss
            
            $
            (746,165
            )
            
            $
            (3,272
            )
            
            $
            (770,430
            )
            
            $
            (1,651
            )
            
            $
            (621,664
            )Weighted
      average shares outstanding - Basic and diluted
            
            
            7,000
            
            
            
            1,250,000
            
            
            
            7,000,000
            
            
            
            1,250,000
            
            
            
            2,727,234Net
      earnings/(loss) per share - Basic and diluted
            
            $
            (0.11
            )
            
            
            (0.00
            )
            
            
            (0.11
            )
            
            
            (0.00
            )
            
            
            (0.23
            )See
      notes to unaudited condensed financial statements.












2




InterAmerican
Acquisition Group Inc. (a
corporation in the development stage) Condensed
Statement of Stockholders, Equity/(Deficiency) For
the period from May 10, 2005 (Inception) through June 30,
2008
 Income/(Deficit)AccumulatedAdditional
                  
                  
                  During
      the
                  
                  
                  Stockholders'Common
      Stock
                  
                  
                  
                  
                  
                  Paid-in
                  
                  
                  Development
                  
                  
                  Equity/Shares
                  
                  
                  Amount
                  
                  
                  Capital
                  
                  
                  Stage
                  
                  
                  (Deficiency)Common
      shares issued May 26, 2005 at $0.01 per share
                  
                  
                  1,250,000
                  
                  
                  $
                  125
                  
                  
                  $
                  14,875
                  
                  
                  $
                  -
                  
                  
                  $
                  15,000Net
      Loss
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  (11,148
                  )
                  
                  
                  (11,148
                  )Balance
      at December 31, 2005
                  
                  
                  1,250,000
                  
                  
                  
                  125
                  
                  
                  
                  14,875
                  
                  
                  
                  (11,148
                  )
                  
                  
                  3,852Net
      Loss
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  (14,844
                  )
                  
                  
                  (14,844
                  )Balance
      at December 31, 2006
                  
                  
                  1,250,000
                  
                  
                  
                  125
                  
                  
                  
                  14,875
                  
                  
                  
                  (25,992
                  )
                  
                  
                  (10,992
                  )Proceeds
      of private placement September 10, 2007
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  1,500,000
                  
                  
                  
                  
                  
                  
                  
                  1,500,000Units  issued
      September 10, 2007 @$8.00 per share
                  
                  
                  5,375,000
                  
                  
                  
                  538
                  
                  
                  
                  42,999,462
                  
                  
                  
                  
                  
                  
                  
                  43,000,000Units
      issued September 11, 2007 @$8.00 per share
                  
                  
                  375,000
                  
                  
                  
                  37
                  
                  
                  
                  2,999,963
                  
                  
                  
                  
                  
                  
                  
                  3,000,000Expenses
      of the Offering
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  (4,581,967
                  )
                  
                  
                  
                  
                  
                  
                  (4,581,967
                  )Less
      shares subject to possible redemption
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  (8,609,194
                  )
                  
                  
                  
                  
                  
                  
                  (8,609,194
                  )Net
      Income
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  150,493
                  
                  
                  
                  150,493Balance
      at December 31, 2007
                  
                  
                  7,000,000
                  
                  
                  $
                  700
                  
                  
                  $
                  34,323,139
                  
                  
                  $
                  124,501
                  
                  
                  $
                  34,448,340Unaudited:Issuance
      of Warrants May 21, 2008
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  783,860
                  
                  
                  
                  
                  
                  
                  
                  783,860Net
      Loss
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  (746,165
                  )
                  
                  
                  (746,165
                  )Balance
      at June  30, 2008
                  
                  
                  7,000,000
                  
                  
                  $
                  700
                  
                  
                  $
                  35,106,999
                  
                  
                  $
                  (621,664
                  )
                  
                  $
                  34,486,035









3







InterAmerican
      Acquisition Group Inc.(a
      corporation in the development stage)Condensed
      Statement of Cash Flows(Unaudited)Six
      Months EndedJune
      30, 2008
            
            June
      30, 2007
            
            May
      10, 2005 (Inception) -
              June
      30, 2008Cash
      flow from operating activitiesNet
      loss
            
            $
            (746,165
            )
            
            $
            (3,272
            )
            
            $
            (621,664
            )Adjustments to reconcile net loss to net cash
      used in operating activities:Non-cash
      compensation related to the issuance of warrants
            
            
            783,860
            
            
            
            
            
            
            
            783,860Net
      interest income
            
            
            (472,447
            )
            
            
            -
            
            
            
            (1,037,677
            )(Increase)/decrease
      in prepaid expenses
            
            
            38,331
            
            
            
            (15,000
            )
            
            
            (49,540
            )(Increase) in
      deferred income tax asset
            
            
            (190,729
            )
            
            
            -
            
            
            
            (248,339
            )Increase/(decrease)  in
      taxes payable
            
            
            (176,326
            )
            
            
            -
            
            
            
            124,470Increase/(decrease)
      in accounts payable and accrued expenses
            
            
            197,246
            
            
            
            (2,780
            )
            
            
            247,295Net
      cash used in operating activities
            
            
            (566,230
            )
            
            
            (21,052
            )
            
            
            (801,595
            )Cash flows from investment
      activitiesPayment
      to trust account
            
            
            
            
            
            
            -
            
            
            
            (45,160,000
            )Interest drawn
      from trust account
            
            
            760,353
            
            
            
            -
            
            
            
            968,000Net
      cash provided by/(used in) investing activities
            
            
            760,353
            
            
            
            -
            
            
            
            (44,192,000
            )Cash flows from investment
      activitiesProceeds from
      notes and advances payable, InterAmerican Advisors, LLC
            
            
            -
            
            
            
            35,500
            
            
            
            141,000Payments of
      notes and advances payable, InterAmerican Advisors, LLC
            
            
            -
            
            
            
            -
            
            
            
            (141,000
            )(Proceeds)  from
      note payable
            
            
            -
            
            
            
            -
            
            
            
            69,650Payment
      of note payable
            
            
            (46,734
            )
            
            
            -
            
            
            
            (69,650
            )Payment
      of costs of public offering
            
            
            (100,000
            )
            
            
            (14,000
            )
            
            
            (2,458,483
            )Proceeds from
      private placement warrant sale
            
            
            -
            
            
            
            -
            
            
            
            1,500,000Proceeds from
      sale of shares of common stock
            
            
            -
            
            
            
            -
            
            
            
            15,000Proceeds from
      initial public offering
            
            
            -
            
            
            
            -
            
            
            
            46,000,000Net
      cash provided by/(used in) financing activities
            
            
            (146,734
            )
            
            
            21,500
            
            
            
            45,056,517Net decrease in cash
            
            
            47,389
            
            
            
            448
            
            
            
            62,922Cash at
      beginning of period
            
            
            15,533
            
            
            
            440
            
            
            
            -Cash at
      end of period
            
            $
            62,922
            
            
            $
            888
            
            
            $
            62,922Supplemental schedule of non-cash financing
      activities:Accrual
      of deferred offering costs
            
            $
            53,484
            
            
            $
            48,118
            
            
            $
            53,484Accrual
      of deferred underwriting fees
            
            $
            -
            
            
            $
            -
            
            
            $
            2,070,000Supplemental cash flow information:Cash
      paid for interest
            
            $
            1,071
            
            
            $
            -
            
            
            $
            13,451Cash
      paid for income taxes
            
            $
            265,792
            
            
            $
            -
            
            
            $
            265,792See
      notes to unaudited condensed financial statements.







4






InterAmerican Acquisition Group Inc. (a
corporation in the development stage)





Notes
to Condensed Financial Statements (Unaudited)


June
30, 2008





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





Basis
of Presentation





The
financial statements of InterAmerican Acquisition Group Inc. (the ‘‘Company’’)
at June 30, 2008 and for the three and six months ended June 30, 2008 and
2007, and for the period from May 10, 2005 (inception) to June 30, 2008
(cumulative), are unaudited.  In the opinion of management, all
adjustments (consisting of normal adjustments) have been made that are necessary
to present fairly the financial position of the Company as of June 30, 2008 and
the results of its operations for the three months ended June 30, 2008 and 2007
and its operations and cash flows for the six months ended June 30, 2008 and for
the period from May 10, 2005 (inception) to June 30, 2008
(cumulative).  Operating results for the interim periods presented are
not necessarily indicative of the results to be expected for the full fiscal
year.  The condensed balance sheet at December 31, 2007 and the
statement of stockholders’ equity for the period ended December 31, 2005 and the
years ended December 31, 2006 and 2007 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 Company’s Annual Report on Form 10-K for the year
ended December 31, 2007 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.  All
activity through June 30, 2008 relates to the Company’s formation, the public
offering and its efforts to identify and consummate a business combination as
described below.  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 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
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 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,






5






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
that will be 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, may be released to the Company upon demand and may be used 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 7) 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 may 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






6






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 7 within that period.  This
factor raises 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).




Net
Income (loss) Per Common Share





Loss
per share is computed by dividing net loss by the weighted-average number of
shares of common stock outstanding during the period 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 loss per share calculations for the period
ended June 30, 2008 since such warrants are contingently exercisable. The
effect of the 185,000 outstanding warrants issued on May 21, 2008 as described
in Note 5 has not been considered in diluted loss per share calculations for the
period ended June 30, 2008 since the effect would have been
antidilutive.




Recent
Accounting Pronouncements





In
December 2007, the Financial Accounting Standards Board released Statement of
Financial Accounting Standards No. 141R, “Business Combinations” (“SFAS 141R”)
that is effective for business combinations for which the acquisition date is on
or after the beginning of the first annual reporting period 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.  SFAS 141R is expected to significantly change how future
business acquisitions are accounted for and will impact financial statements
both on the acquisition date and in subsequent periods.





In
December 2007, the Financial Accounting Standards Board 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.  Upon adoption of  SFAS 160, the
Company will reclassify any non-controlling interests as a component of
equity.




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






7






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 will use its best efforts to cause a registration statement to become
effective on or prior to the commencement of the Warrant exercise period and to
maintain the effectiveness of such registration statement until the expiration
of the Warrants.  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 June 30, 2008 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 capital.  Of this amount the Company had drawn $530,000 as
of June 30, 2008.   The Company is also permitted to draw from
interest earned on the Trust Account without restriction to pay
taxes.  As of June 30, 2008, it had drawn $438,000 for that purpose
and was holding $29,100 of such funds in its bank account in anticipation of
making income tax payments.  The reconciliation of investments held in
trust as of June 30, 2008 is as follows:








Contribution
      to trust
            
            $
            45,160,000Interest
      income received
            
            
            970,246Accrued
      interest income
            
            
            67,431Withdrawal
      to pay taxes
            
            
            (438,000
            )Withdrawal
      to fund operations
            
            
            (530,000
            )Investments
      and accrued interest held in trust at June  30,
    2008
            
            $
            45,229,677




4.  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 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.








8





5.
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 of Operations for
the six-month period ended June 30, 2008 and the period from May 10, 2005
(inception) to June 30, 2008 includes $60,000 and $96,333 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
Corporation, 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 $1,500,000 of warrants from the
Company at a purchase price of $1.50 per warrant, each to purchase one share of
the Company’s common stock. 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 an agreement to be signed prior to or on the
effective date of 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.  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.  The value of the warrants was determined by our board
of directors to be $783,860  of $4.24 per share based on an assessment of
fair value using a Black Scholes model. Although
the assumptions used as inputs in the Black Scholes model volatility, risk free
rates and expected term, these assumptions 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.Asnoted
above, neither thewarrants or the underlying
common shares can be sold or transferred, except for limited circumstances,
during the Restriction 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 conclude 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.








9





6.
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.




7.  Proposed
Merger





Effective May 15, 2008,
the Company became party to 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 Kuang”).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 is not yet complete,
but Century City controls and has a 100% economic interest in SNC as a result of
agreements that have been executed between Century City and the SNC
stockholders.  The closing of the acquisition is pending and will be
completed upon settlement of certain accounts receivable and receipt of
requisite government approvals.





Pursuant
to the stock purchase agreement, IAG will form a subsidiary, China New Cities
Construction, Ltd. (“CNC”)  in the British Virgin
Islands.  Upon the closing of the acquisition, subject to the approval
of the Company’s stockholders, the stock purchase agreement calls for the
simultaneous redomestication of IAG from the State of Delaware to the British
Virgin Islands, through a merger of the Company into CNC.  The Sing
Kung stockholders that are party to the stock purchase agreement will receive in
the aggregate (i) 47,000,000 shares of CNC common stock plus (ii) the right to
receive an additional 13.5 million shares if the following net income targets
are met in each of the years shown below:





Year
      ending December 31,
            
            Net
      Income2008
            
            $38,000,0002009
            
            $56,000,0002010
            
            $80,000,0002011
            
            $112,000,0002012
            
            $151,200,000





CNC also
intends to make an exchange offer of one share of CNC common stock for each of
the remaining 5,463,718 shares of Sing Kung (calculated on a fully-diluted
basis) 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 fourth quarter of 2008, 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 City Construction Co. Ltd.. In addition, the Company will seek
to list its shares on the Nasdaq Stock Market.





The
Company has incurred and expensed $222,924 of costs related to the proposed
transaction as of June 30, 2008.  For a more complete discussion of
our proposed business combination, see our Current Report on Form 8-K filed with
the SEC on May 20, 2008 and our proxy filed with the SEC on August 12,
2008.







10




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 or Plan of Operation” 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





InterAmerican
Acquisition Group, Inc. 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 to acquire 89.6% of the fuly-diluted shares
of Sing Kung.  There can be no assurance that the Company will be able
to complete a transaction with Sing Kung, or any other business
combination.





Recent
Developments/Proposed Merger





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 is the entity through which Sing Kung
conducts most of its business in China.  The acquisition of SNC by
Century City is not yet complete, but Century City controls and has a 100%
economic interest in SNC as a result of agreements that have been executed
between Century City and the SNC stockholders.  The closing of the
acquisition is pending and will be completed upon settlement of certain accounts
receivable and receipt of requisite government approvals.





Pursuant
to the stock purchase agreement, we will form a subsidiary, CNC, in the British
Virgin Islands.  Upon the closing of the acquisition, subject to the
approval of the Company’s stockholders, the stock purchase agreement calls for
the simultaneous redomestication of the Company from the State of Delaware to
the British Virgin Islands, through a merger of us into CNC. Holders of 89.6%
of  Sing Kung’s fully-diluted shares who are parties to the stock
purchase agreement and upon closing will receive in the aggregate (i) 47,000,000
shares of CNC common stock plus (ii) the right to
receive an additional 13,500,000 shares if the following Net Income targets are
met in each of the years shown below:








11







Year
      ending December 31,
            
            Net
      Income2008
            
            $38,000,0002009
            
            $56,000,0002010
            
            $80,000,0002011
            
            $112,000,0002012
            
            $151,200,000





CNC also
intends to make an exchange offer of one share of CNC common stock for each of
the remaining 5,463,718 shares of Sing Kung (calculated on a fully-diluted
basis) 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 fourth quarter of 2008, after the required approval by our 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 Construction Corporation. In addition, we will seek to list its
shares on the Nasdaq Stock Market.  For a more complete discussion of
our proposed business combination, see our Current Report on Form 8-K filed with
the SEC on May 20, 2008.





Results
of Operations





For the
three months and six months ended June 30, 2008, we had a net loss of $776,430
and $746,165 respectively.  We had a net loss for the three and six
months ended June 30, 2007 of $1,651 and $3,272 respectively.





Interest
earned in our trust account for the three months ended June 30, 2008 was
$200,496.  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 losses due to managements’ expenses relating to locating a target business
to acquire.  We had no interest or other revenue during the quarter
ended June 30, 2007.





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 ($422); other miscellaneous expenses
($2,340); 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
of $1,651 for the quarter ended June 30, 2007 were all for accrual of interest
and franchise taxes and for bank administrative fees.





Interest
earned in our trust account for the six months ended June 30, 2008 was
$472,445.  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 losses due to managements’ expenses relating to locating a target business
to acquire.  We had no interest or other revenue during the six months
ended June 30, 2007.





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 ($130,587); administrative expense related to the trust ($5,285); D&O
insurance ($33,047); franchise taxes ($73,800); the InterAmerican Advisors LLC
administrative fee ($60,000); costs associated with pursuing a business
combination ($156,815); interest expense ($3,661); other miscellaneous expenses
($3,510); 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.






12





Expenses
of $3,272 for the six months ended June 30, 2007 were all for accrual of
interest and franchise taxes and for bank administrative fees.





Financial
Condition and Liquidity





The
registration statement for our initial public offering (the “Offering”) was
declared effective  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 1 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 (as defined in Note 2 to the financial
statements) 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.
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 deduct 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 June 30, 2008 we had withdrawn
$530,000 of the amount permitted for working capital purposes, leaving $420,000
to be withdrawn if there is sufficient interest income to do so. As of June 30,
2008, we had liabilities, net of cash, equal to $266,957. Accordingly, of the
$420,000 that we are still permitted to draw from the trust for working capital,
only $153,043 is available to fund general and administrative costs and
activities required to consummate the business combination with Sing
Kung.   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, we believe we have sufficient resources to
complete the transaction if it is approved by our stockholders.




If the
business combination with Sing Kung is not consummated, we do not believe that
we will 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.




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.





Commencing
on September 5, 2007 and ending 12 months thereafter, we began incurring a fee
from InterAmerican Advisors, LLC, an affiliate of William C. Morro, our chairman
of the board and chief executive officer, and Richard N. Sinkin, our chief
operating officer, of $10,000 per month for certain administrative






13






services.  In
addition, in May 2005, July and November 2006 and March and June 2007,
InterAmerican Advisors, LLC advanced an aggregate of $140,500 to us for payment
on our behalf of offering expenses. These loans, together with interest thereon
were repaid following our initial public offering from the proceeds of the
offering.





On May
21, 2008 we issued warrants to our management, directors and a special advisor
(as described below in Item 2:  Unregistered sales of equity
securities and use of proceeds). The company did not use or receive any cash as
a result of this action and it did not affect our liquidity or working
capital.  Tax deductions associated with the expense of issuing the
options are also deferred until the options are exercised by the
holders.





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 June 30,
2007. 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.





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






14






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
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, 2007.  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, 2007. We intend to file a proxy/registration statement on Form S-4
in connection with seeking stockholder approval for the Sing Kung stock purchase
and when we do so we will provide additional information on the risks particular
to such business combination.





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
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.





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 Corporation 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.





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






15






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.








ITEM
3: DEFAULTS UPON SENIOR SECURITIES





None





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





None





ITEM
5:  OTHER INFORMATION





None








16





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.












17







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.






By: 
/s/ William C.
Morro


Name:
William C. Morro


Title:  
Chief Executive Officer








Dated:  August
19, 2008