**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
                1934****For
                the quarterly period ended June 30, 2007****or**o
            
            **Transition
                Report Pursuant to Section 13 or 15(d) of the Securities Exchange
                Act of
                1934****For
                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 an accelerated filer (as defined on
      Rule
      12b-2 of the Exchange Act). Yes    o      No   
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 1,250,000 shares of the Registrant’s Common Stock issued and outstanding on
      June 30, 2007.













**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, 2007 (Unaudited) and December 31, 2006         1





Condensed
      Statement of Operations for the Periods
      ended                                                                                                                2


June
      30,
      2007 (Unaudited) and 2006





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


to
      June 30, 2007
      (Unaudited)





Condensed
      Statement of Cash Flows for the Periods
      ended                                                                                                               4


June
      30,
      2007 (Unaudited) And 2006





Notes
      to
      Unaudited Condensed Financial
      Statements                                                                                                                         
5





Item 2
      -Management’s
      Discussion and Analysis of Financial Condition and 8


Results
      of
      Operations




Item
      3 – Quantitative
      and Qualitative Disclosures about Market Risk        10




Item
      4 -Controls
      and
      Procedures                                                                                                                                         
11




**Part
      II: Other
      Information**                                                                                                                                               
      11




Item
      1 –
Legal
      Proceedings                                                                                                                                         11




Item
      2- Unregistered
      Sales of Equity Securities and Use of Proceeds               
      11




Item
      3 -
      Defaults on Senior
      Securities                                                                                                                                         11




Item
      4 –
Submission of Matters to a Vote of Security Holders           
11





Item
      5 –
Other Information                       
      12




Item 6 - Exhibits                                                                                                                                             12




**Signatures**13




**Certifications**14



















**PART
      I: FINANCIAL INFORMATION**





**ITEM
      1: FINANCIAL STATEMENTS**





**InterAmerican
                Acquisition Group Inc.****(a
                corporation in the development stage)****Balance
                Sheet****June
                30, 2007**
            
            
            **December
                31, 2006****(unaudited)**
            
            
            **(audited)****ASSETS**Current
                Assets:Cash
            
            $
            888
            
            
            $
            440Other
            
            
            15,000
            
            
            
            -Total
                Current Assets
            
            
            15,888
            
            
            
            440Other
                Assets, Deferred Offering Costs
            
            
            803,651
            
            
            
            741,533**Total
                Assets**
            
            $
            819,539
            
            
            $
            741,973**LIABILITIES
                AND STOCKHOLDERS’ DEFICIENCY****Current
                Liabilities**Accounts
                Payable and Accrued Expenses
            
            $
            634,193
            
            
            $
            588,855Amounts
                due to officers and directors for offering-related
                expenses
            
            
            59,110
            
            
            
            59,110Note
                Payable
            
            
            140,500
            
            
            
            105,000**Total
                Liabilities**
            
            
            833,803
            
            
            
            752,965**Stockholders’
                Deficiency**Preferred
                stock, $0.0001 par valueAuthorized
                1,000,000 shares; none issuedCommon
                stock, $0.0001 par valueAuthorized
                90,000,000 sharesIssued
                and outstanding 1,250,000 shares
            
            
            125
            
            
            
            125Additional
                paid-in capital
            
            
            14,875
            
            
            
            14,875Deficit
                accumulated during the development stage
            
            
            (29,264
            )
            
            
            (25,992
            )**Total
                Stockholders' equity**
            
            
            (14,264
            )
            
            
            (10,992
            )**Total
                Liabilities and Stockholders’ Deficiency**
            
            $
            819,539
            
            
            $
            741,973See
                notes to unaudited condensed financial statements.





1





**InterAmerican
                Acquisition Group Inc.****(a
                corporation in the development stage)****Statement
                of Operations****(Unaudited
                except as noted)**





**Six
                Months Ended**
            
            
            **Three
                Months Ended****June
                30, 2007**
            
            
            **June
                30, 2006 (Audited)**
            
            
            **June
                30, 2007**
            
            
            **June
                30, 2006**
            
            
            **May
                10, 2005 (Inception) to June 30, 2007****Revenues**Revenues
                from operations
            
            $
            -
            
            
            $
            -
            
            
            $
            -
            
            
            $
            -
            
            
            $
            -**Expenses**Formation
                costs
            
            
            -
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            4,775Other
                Expenses
            
            
            27
            
            
            
            2,587
            
            
            
            10
            
            
            
            2,570
            
            
            
            13,479Interest
                Expense
            
            
            3,245
            
            
            
            2,232
            
            
            
            1,641
            
            
            
            1,123
            
            
            
            11,010**Total
                Expenses**
            
            
            3,272
            
            
            
            4,819
            
            
            
            1,651
            
            
            
            3,693
            
            
            
            29,264**Net
                loss for the period**
            
            $
            (3,272
            )
            
            $
            (4,819
            )
            
            $
            (1,651
            )
            
            $
            (3,693
            )
            
            $
            (29,264
            )**Weighted
                average shares outstanding**
            
            
            1,250,000
            
            
            
            1,250,000
            
            
            
            1,250,000
            
            
            
            1,250,000
            
            
            
            1,250,000**Net
                loss per share**
            
            $
            (0.00
            )
            
            $
            (0.00
            )
            
            $
            (0.00
            )
            
            $
            (0.00
            )
            
            $
            (0.02
            )









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 June 30,
                2007**





**Deficit****Accumulated****Common
                Stock**
            
            
            **Additional**
            
            
            **During
                the**
            
            
            **Stockholders'****Shares**
            
            
            **Amount**
            
            
            **paid-in
                capital**
            
            
            **Development
                Stage**
            
            
            **Equity
                (Deficiency)**Common
                shares issued May 26, 2005 at $0.01 per share
            
            
            1,250,000
            
            
            $
            125
            
            
            $
            14,875
            
            
            $
            -
            
            
            $
            15,000**Net
                Loss**
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            (11,148
            )
            
            
            (11,148
            )Balance
                at Dec 31, 2005
            
            
            1,250,000
            
            
            
            125
            
            
            
            14,875
            
            
            
            (11,148
            )
            
            
            3,852**Net
                Loss**
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            (14,844
            )
            
            
            (14,844
            )Balance
                at Dec 31, 2006
            
            
            1,250,000
            
            
            
            125
            
            
            
            14,875
            
            
            
            (25,992
            )
            
            
            (10,992
            )**Unaudited****Net
                Loss**
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            (3,272
            )
            
            
            (3,272
            )**Balance
                at June 30, 2007**
            
            
            1,250,000
            
            
            $
            125
            
            
            $
            14,875
            
            
            $
            (29,264
            )
            
            $
            (14,264
            )






See
        notes
        to unaudited condensed financial statements.
 
 3





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




**Six
                Months Ended****June
                30, 2007 (Unaudited)**
            
            
            **June
                30, 2006 (Audited)**
            
            
            **May
                10, 2005 (Inception) June 30, 2007
                (Unaudited)****Cash
                flow from operating activities**Net
                loss
            
            $
            (3,272
            )
            
            $
            (4,819
            )
            
            $
            (29,264
            )Adjustments
                to reconcile net loss to net cash used in operating
                activitiesIncrease
                in other current assets
            
            
            (15,000
            )
            
            
            -
            
            
            
            (15,000
            )Increase
                (decrease) in accounts payable and accrued expenses
            
            
            (2,780
            )
            
            
            105
            
            
            
            16,310**Net
                cash used in operating activities**
            
            
            (21,052
            )
            
            
            (4,714
            )
            
            
            (27,954
            )**Cash
                flows from financing activities**Proceeds
                from notes payable, InterAmerican Advisors, LLC
            
            
            35,500
            
            
            
            -
            
            
            
            140,500Payment
                of costs of proposed public offering
            
            
            (14,000
            )
            
            
            (137
            )
            
            
            (126,658
            )Proceeds
                from sale of shares of common stock
            
            
            -
            
            
            
            -
            
            
            
            15,000**Net
                cash provided (used in) by financing activities**
            
            
            21,500
            
            
            
            (137
            )
            
            
            28,842**Net
                Increase/(decrease) in cash**
            
            
            448
            
            
            
            (4,851
            )
            
            
            888Cash
                at beginning of period
            
            
            440
            
            
            
            9,216
            
            
            
            -Cash
                at end of period
            
            $
            888
            
            
            
            4,365
            
            
            $
            888Supplemental
                schedule of non-cash financing activities:Accrual
                of deferred offering costs
            
            $
            48,118
            
            
            
            126,655
            
            
            $
            676,993






See
        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, 2007**





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





**Basis
        of Presentation**





The
        financial statements of InterAmerican Acquisition Group Inc. (the
‘‘Company’’)  at June 30, 2007 for the three months ended June 30,
        2007 and 2006 and the six months ended June 30, 2007, and for the period
        from
        May 10, 2005 (inception) to June 30, 2007 (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, 2007 and the results of
        its
        operations for the three months ended June 30, 2007 and 2006 and its operations
        and cash flows for the six months ended June 30, 2007, and for the period
        from
        May 10, 2005 (inception) to June 30, 2007 (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, 2006 and condensed statements of operations
        and
        cash flows for the six months ended June 30, 2006 have been derived from
        audited
        financial statements.





**Organization
        and Proposed Business Operations**





The
        Company was incorporated in Delaware on May 10, 2005 as a blank check
        company whose objective is to acquire an operating business. At June 30,
        2007,
        the Company had neither engaged in any operations nor generated any
        revenue.  All activity through June 30, 2007 relates to the Company’s
        formation and the proposed public offering 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
        Company has selected December 31 as its fiscal year-end.





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, received
        net
        proceeds of approximately $41.4 million, which is net of $2,070,000 of deferred
        underwriting discounts (as described in Note 3). 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 is being held in a trust account (the “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 all third parties the Company engages for services
        rendered to it or products sold to it (which includes, for example, accountants,
        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
    5
   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 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,
        but
        exclusive of the proceeds from management’s warrant purchase obligation and net
        of taxes payable and interest earned up to a maximum amount of $950,000 that
        will 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 held
        by
        Public Stockholders at the consummation of the 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)
        will be classified as common stock subject to possible
        conversion.





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. 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 3).





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 loss per share have been retroactively restated to reflect
        these transactions.





Deferred
        income taxes are provided for the differences between the bases of assets
        and
        liabilities for financial reporting and income tax purposes. A valuation
        allowance is established when necessary to reduce deferred tax assets to
        the
        amount expected to be realized. The Company recorded a deferred income tax
        asset
        for the tax effect of net operating loss carryforwards and temporary
        differences, aggregating approximately $8,837 and $9,950 at December 31, 2006 and June 30, 2007, respectively.
        In
        recognition of the uncertainty regarding the ultimate amount of income tax
        benefits to be derived, the Company has recorded a full valuation allowance
        at
        December 31, 2006 and June 30, 2007.  The effective tax rate differs
        from the statutory rate of 34% due to the increase in the valuation
        allowance.




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.






6





The
        preparation of financial statements in conformity with accounting principles
        generally accepted in the United States of America requires management to
        make
        estimates and assumptions that affect the reported amounts of assets and
        liabilities at the date of the financial statements and the reported amounts
        of
        expenses during the reporting period. Actual results could differ from those
        estimates.





The
        Company maintains cash in bank deposit accounts which, at times, exceed
        federally insured (FDIC) limits. The Company has not experienced any losses
        on these accounts.





For
        purposes of the statement of cash flows, the Company considers all highly
        liquid
        debt instruments purchased with an original maturity of three months or less
        to
        be cash equivalents.





In
        July
        2006, the FASB issued FASB Interpretation No. 48, ‘‘Accounting for Uncertainty
        in Income Taxes,’’ an interpretation of FASB Statement No. 109 (‘‘FIN 48’’),
        which provides criteria for the recognition, measurement, presentation and
        disclosure of uncertain tax positions. A tax benefit from an uncertain position
        may be recognized only if it is ‘‘more likely than not’’ that the position is
        sustainable based on its technical merits. The provisions of FIN 48 were
        effective for fiscal years beginning after December 15, 2006. The adoption
        of
        FIN 48 did not have a material effect on our condensed financial condition
        or
        results of operations.





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





**2.**
              **Deferred
                  Offering
                  Costs**





Deferred
        offering costs consist of legal, underwriting, accounting and other fees
        incurred through the balance sheet dates that are directly related to the
        Offering and were charged to stockholders’ equity (deficiency) upon the
        consummation of the Offering.





**3.**
              **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 a t least
      $10.00 per share for any 20 trading days within a 30-day period ending on the
      third day prior to the date on which notice of redemption is
      given.  The Company agreed to pay the underwriters in the Offering an
      underwriting discount of 6% of the gross proceeds of the offering and a
      non-accountable expense allowance of 2% of the gross proceeds  of the
      Offering (excluding any over-allotment option proceeds).  However, the
      underwriters have agreed that, of this amount, 4.5% of the gross proceeds of
      the
      Offering will not be paid unless and until the Company completes an initial
      Business Combination and has waived its rights to receive such payment upon
      the
      Company’s liquidation if the Company is unable to complete an initial Business
      Combination.





The
      Company 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.





**4.**
              **Account
                  Payable and Accrued
                  Expenses**





Account
        payable and accrued expenses consist of the following components as of December
        31, 2006 and June 30, 2007:





December
                31, 2006
            
            
            June
                30, 2007Other
                amounts due or accrued for offering-related expenses
            
            $
            569,
                765
            
            
            $
            578,925Other
            
            
            19,090
            
            
            
            16,311Total
            
            $
            595,235
            
            
            $
            595,235


7


**5.**
              **Notes
                  Payable, InterAmerican Advisors,
                  LLC**





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 from the date of
        issue





**6.**
              **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.





Pursuant
        to letter agreements dated June 27, 2007 with the Company and the
        Representative, 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 they are committed to purchase 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.





**7.**
              **Preferred
                  Stock**





The
        Company is authorized to issue 1,000,000 shares of preferred stock with such
        designations, voting and other rights and preferences as may be determined
        from
        time to time by the Board of Directors.





**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 arequalified in their
      entirety by this paragraph.






8





**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.  We do not have any specific business
      combination under consideration, and, as of June 30, 2007, we had not had any
      discussions with any target business regarding a possible business
      combination.





**Results
      of Operations**





For
      the
      six months ended June30, 2007, we had a net loss of $3,272 as a result of costs
      related to our initial public offering.  Additionally, deferred
      offering costs of approximately $48,118 were incurred in the first six months
      of
      2007.  These costs consisted principally of legal and accounting fees
      related to the proposed public offering. We had no income in the first six
      months of 2007.  Until we enter into a business combination, we will
      not have revenues other than interest earned on the funds held in trust and
      we
      will continue to incur losses due to managements’ expenses relating to locating
      a target business to acquire.





**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 on September 10, 2007 and received net proceeds of
      approximately $42.4 million, which is net of $2,070,000 of deferred underwriting
      discounts (as described in Note 3). 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
      deferred payment to the underwriters in the Offering, of the net proceeds is
      being held 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;





•
            $200,000
                of expenses for the due diligence and investigation of a target business
                by our officers, directors and existing
                stockholders;





•
            $150,000
                of expenses in legal and accounting fees relating to our SEC reporting
                obligations;





•
            $120,000
                for the administrative fee payable to InterAmerican Advisors, LLC
                *(*$10,000**per 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.





We
      do not
      believe we will need to raise additional funds following this offering in order
      to meet the expenditures required for operating our business. 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.








9





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.





**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 officer and treasurer 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.









10







**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.  The risks
      described in our Prospectus 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.





**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, 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.








11







**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.













12




**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:
            October
                25, 2007