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 March 31, 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 small 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
March 31, 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 March 31, 2008 (Unaudited) and December 31, 2007      1




Condensed
Statement of Operations for the Periods ended            2


March 31,
2008 and 2007 (Unaudited)




Condensed Statement of
Stockholders’ Equity for the Period May 10, 2005 (inception)        
3


to
March 31, 2008 (Unaudited)





Condensed
Statement of Cash Flows for the Periods ended           4


March 31,
2008 and 2007 (Unaudited)





Notes
to Unaudited Condensed Financial Statements           5




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


Results of Operations                9




I tem 3 –
Quantitative and Qualitative Disclosures about Market
Risk                                                                                                              
11




Item 4 -Controls
and
Procedures                                                                                                                                                                               11




Part II: Other Information12





Item 1 – Legal
Proceedings                                                                                                                                          12




Item 1A – Risk
Factors                                                                                                                                       12




Item 2- Unregistered
Sales of Equity Securities and Use of Proceeds           13




Item 3 - Defaults
on Senior Securities                13




Item 4 – Submission
of Matters to a Vote of Security
Holders                                                                                                                     
13




Item 5 – Other
Information              13




Item 6 - Exhibits                      14




Signatures15




Certifications16




















PART
I: FINANCIAL INFORMATION





ITEM
1: FINANCIAL STATEMENTS






InterAmerican
Acquisition Group Inc.


(a
corporation in the development stage)


Balance
Sheet







March
      31, 2008
            
            
            December
      31, 2007(unaudited)ASSETSCurrent
      Assets:Cash
            
            $
            140,268
            
            
            $
            15,533Investment
      and Accrued Interest - Trust Account
            
            
            45,227,180
            
            
            
            45,517,583Prepaid
      Expense
            
            
            68,768
            
            
            
            87,871Total
      Current Assets
            
            
            45,436,216
            
            
            
            45,620,987Deferred
      Tax Asset
            
            
            134,316
            
            
            
            57,610Total
      Assets
            
            $
            45,570,532
            
            
            $
            45,678,597LIABILITIES
      AND STOCKHOLDERS' DEFICIENCYCurrent
      LiabilitiesAccounts
      Payable and Accrued Expenses
            
            $
            263,393
            
            
            $
            203,533Note
      Payable
            
            
            23,605
            
            
            
            46,734Income
      and capital taxes payable
            
            
            131,736
            
            
            
            300,796Deferred
      Underwriting Fees
            
            
            2,070,000
            
            
            
            2,070,000Total
      Current Liabilities
            
            
            2,488,734
            
            
            
            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
            
            
            34,323,139
            
            
            
            34,323,139Retained
      earnings accumulated during the development stage
            
            
            148,765
            
            
            
            124,501Total
      Stockholders' Equity/(Deficiency)
            
            
            34,472,604
            
            
            
            34,448,340Total
      Liabilities and Stockholders Equity/(Deficiency)
            
            $
            45,570,532
            
            
            $
            45,678,597








See
notes to unaudited condensed financial statements








1





InterAmerican
      Acquisition Group Inc.(a
      corporation in the development stage)Statement
      of Operations(Unaudited)Three
      Months EndedMarch
      31, 2008
            
            
            March
      31,
              2007
            
            
            May
      10, 2005 (Inception) - March 31, 2008Interest
      income
            
            $
            271,949
            
            
            $
            -
            
            
            $
            837,179ExpensesFormation
      costs
            
            
            -
            
            
            
            -
            
            
            
            4,775General
      and administrative expenses
            
            
            230,775
            
            
            
            17
            
            
            
            552,987Interest
      expense
            
            
            773
            
            
            
            1,604
            
            
            
            14,437-Total
      Expenses
            
            
            231,548
            
            
            
            1,621
            
            
            
            572,199-Net
      profit/(loss) before income tax provision
            
            
            40,400
            
            
            
            (1,621
            )
            
            $
            264,979Provision
      for income taxes
            
            
            16,136
            
            
            
            -
            
            
            
            116,214Net
      Income/(Loss)
            
            $
            24,264
            
            
            $
            (1,621
            )
            
            $
            148,765Weighted
      average shares outstanding - Basic and diluted
            
            
            7,000,000
            
            
            
            1,250,000
            
            
            
            2,359,390Net
      earnings/(loss) per share - Basic and Diluted
            
            $
            0.00
            
            
            $
            0.00
            
            
            $
            0.06






See notes
to unaudited condensed financial statements.











2






InterAmerican
Acquisition Group Inc.


(a
corporation in the development stage)
 Statement
of Stockholders, Equity/(Deficiency)
 For
the period from May 10, 2005 (Inception) through March 31,
2008


Income/(Deficit)AccumulatedCommon
      Stock
            
            
            
            
            
            
            
            
            During
      the
            
            
            Stockholders'Shares
            
            
            Amount
            
            
            AdditionalPaid-in
      Capital
            
            
            Development
      Stage
            
            
            Equity/(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:Net
      Income
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            24,264
            
            
            
            24,264Balance
      at March  31, 2008
            
            
            7,000,000
            
            
            $
            700
            
            
            $
            34,323,139
            
            
            $
            148,765
            
            
            $
            34,472,604






See notes
to unaudited condensed financial statements.











3






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




Three
      Months EndedMarch
      31, 2008
            
            
            March
      31, 2007
            
            
            May
      10, 2005 (Inception) - March 31, 2008Cash
      flow from operating activitiesNet
      income/(loss)
            
            $
            24,264
            
            
            $
            (1,621
            )
            
            $
            148,765Adjustments
      to reconcile income/(loss) to net cash used in operating
      activities:Net
      interest income
            
            $
            (271,949
            )
            
            
            -
            
            
            
            (837,179
            )(Increase)/decrease
      in prepaid expenses
            
            
            19,103
            
            
            
            -
            
            
            
            (68,768
            )(Increase)
      in deferred income tax asset
            
            
            (76,706
            )
            
            
            -
            
            
            
            (134,316
            )Increase/(decrease)  in
      taxes payable
            
            
            (169,060
            )
            
            
            -
            
            
            
            131,736Increase/(decrease)
      in accounts payable and accrued expenses
            
            
            134,860
            
            
            
            (4,921
            )
            
            
            184,909Net
      cash provided by/(used in) operating activities
            
            
            (339,487
            )
            
            
            (6,542
            )
            
            
            (574,852
            )Cash
      fows from investment activitiesPayment
      to trust account
            
            
            -
            
            
            
            -
            
            
            
            (45,160,000
            )Interest
      drawn from trust account
            
            
            562,500
            
            
            
            -
            
            
            
            770,000Net
      cash provided by/(used in) investing activities
            
            
            562,500
            
            
            
            -
            
            
            
            (44,390,000
            )Cash
      flows from financing activitiesProceeds
      from notes and advances payable, InterAmerican Advisors,
    LLC
            
            
            -
            
            
            
            6,500
            
            
            
            141,000Payments
      of notes and advances payable, InterAmerican Advisors, LLC
            
            
            -
            
            
            
            -
            
            
            
            (141,000
            )(Proceeds)
      from note payable
            
            
            -
            
            
            
            -
            
            
            
            69,650Payment
      of note payable
            
            
            (23,129
            )
            
            
            -
            
            
            
            (46,045
            )Payment
      of costs of public offering
            
            
            (75,000
            )
            
            
            -
            
            
            
            (2,433,483
            )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
            
            
            (98,129
            )
            
            
            6,500
            
            
            
            45,105,122Net
      Increase/(decrease) in cash
            
            
            124,884
            
            
            
            (42
            )
            
            
            140,417Cash
      at beginning of period
            
            
            15,533
            
            
            
            440
            
            
            
            -Cash
      at end of period
            
            $
            140,417
            
            
            $
            398
            
            
            $
            140,417Supplemental
      schedule of non-cash financing activities:Accrual
      of deferred offering costs
            
            $
            78,484
            
            
            $
            23,160
            
            
            $
            78,484Accrual
      of deferred underwriting fees
            
            $
            -
            
            
            $
            -
            
            
            $
            2,070,000Supplemental
      cash flow information:Cash
      paid for interest
            
            $
            773
            
            
            $
            -
            
            
            $
            13,451Cash
      paid for income taxes
            
            
            158,292
            
            
            
            -
            
            
            
            158,292






See notes
to unaudited condensed financial statements.





4






InterAmerican
Acquisition Group Inc.


(a
corporation in the development stage)








Notes
to Condensed Financial Statements (Unaudited)


March
31, 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 March 31, 2008 and for the three  months ended March 31, 2008 and
2007, and for the period from May 10, 2005 (inception) to March 31, 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 March 31, 2008 and
the results of its operations for the three months ended March 31, 2008 and 2007
and for the period from May 10, 2005 (inception) to March 31, 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 March 31, 2007 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 4). 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








5






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, 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, after signing a definitive agreement for
the acquisition of a target business, is required to 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.










6




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 consummate a Business Combination 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 March 31, 2008 since such warrants are contingently
exercisable.




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
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








7






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 March 31, 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 $470,000 as
of March 31, 2008.   The Company is also permitted to draw from
interest earned on the Trust Account without restriction to pay
taxes.  As of March 31, 2008, it had drawn $300,000 for that purpose
and was holding such funds in its bank account in anticipation of making income
tax payments.  The reconciliation of investments held in trust as of
March 31, 2008 is as follows:








Contribution to
      trust
            
            $
            45,160,000Interest income
      received
            
            
            774,035Accrued interest
      income
            
            
            63,145Withdrawal to pay
      taxes
            
            
            (300,000
            )Withdrawl to fund
      operations
            
            
            (470,000
            )Investments and
      accrued interest held intrust at March 31,
      2008
            
            $
            45,227,180




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.  The annualized interest rate is 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.  The final principal
payment of $23,605 is due on May 6, 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 three-month period ended March 31, 2008 and the period from May 10, 2005
(inception) to March 31, 2008 includes $30,000 and $66,333 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.





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.




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,






9





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 arequalified 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.  As of March 31, 2008 we had multiple business
combination transactions under consideration but had not entered into a binding
exclusivity agreement or definitive agreement related to any specific business
combination.  There can be no assurance that the Company will be able
to complete a transaction involving any of the business combinations currently
under consideration or any other business combination.





Results
of Operations





For the
three months ended March 31, 2008, we had net income of $24,264.  We
had a net loss for the three months ended March 31, 2007 of $1,621.





Expenses
during the quarter ended March 31, 2008 totaled $247,684 and 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 ($41,965); the InterAmerican Advisors LLC
administrative fee ($30,000); costs associated with pursuing a business
combination ($73,737); interest expense ($773); other miscellaneous expenses
($2,209); and provision for income taxes ($16,136).  Expenses of
$1,621 for the quarter ended March 31, 2007 were all for accrual of interest and
franchise taxes and for bank administrative fees.





Interest
earned in our trust account for the three months ended March 31, 2008 was
$271,949.  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 March 31, 2007.





Financial
Condition and Liquidity





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 4). The Company’s
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 C below) 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 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








10






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 the Company. Although the Company
will seek to have vendors, providers of financing, if any, prospective target
businesses and 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.





We
believe we will have sufficient available funds outside of the trust fund to
operate through September 4, 2009, assuming that a business combination is not
consummated during that time.





We expect
our primary liquidity requirements during this period to include:





•
            $300,000
      of expenses for the search for target businesses and for the legal,
      accounting and other third-party expenses attendant to the due diligence
      investigations, structuring and negotiating of a business
      combination;





•
            $150,000
      of expenses for the due diligence and investigation of a target business
      by our officers, directors and existing
  stockholders;





•
            $200,000
      of expenses in legal and accounting fees relating to our SEC reporting
      obligations;





•
            $120,000
      for the administrative fee payable to InterAmerican Advisors, LLC ($10,000per month for
      twelve months); and





•
            $530,000
      for general working capital that will be used for miscellaneous expenses
      andreserves,
      including approximately $120,000 for director and officer liability
      insurance premiums, as well as expenses of the Offering that remained
      unpaid at the closing.





We do not
believe we will need to raise additional funds in order to meet the expenditures
required for operating our business but there can no assurance that we will not
need to do so. However, we may need to raise additional funds through a private
offering of debt or equity securities if such funds are required to consummate a
business combination that is presented to us.





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
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.





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.






11






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
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 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 officer and principal 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 the Company’s
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








12






deem to
be immaterial also may materially adversely affect our business, financial
condition and/or operating results.  There have been no material
changes from the risk factors previously disclosed on Item 1A of the Company’s
Annual Report on Form 10-K for the year ended December 31, 2007.





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 on 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 the Company’s 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 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.





ITEM
3: DEFAULTS UPON SENIOR SECURITIES





None





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





None





ITEM
5:  OTHER INFORMATION





None










13







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.















14




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:
            May
      14, 2008