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, 2009oro
                        
                        Transition
      Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of
      1934For
      the transition period from_______ to
  ________.




Commission
File Number: 000-51510




InterAmerican
Acquisition Group Inc.


(Exact
name of registrant as specified in its charter)





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




2918
Fifth Avenue South, Suite 209


San
Diego, California 92103


(Address
of Principal Executive Offices including zip code)




(619)
298-9883


(Registrant’s
Telephone Number, Including Area Code)




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




Yes   
x
      No    o




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






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




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




Yes   
x
      No    o




There
were 7,000,000 shares of the Registrant’s Common Stock issued and outstanding on
May 8, 2009.







InterAmerican
Acquisition Group Inc.


(a
development stage enterprise)





CONTENTS




PagePart
      I: Financial information:Item
      I - Financial Statements:
                                      2Condensed
      Consolidated Balance Sheets as of March 31, 2009
    (Unaudited)and
      December 31, 2008
                                      2Condensed
      Consolidated Statements of Operations for the Three months
      endedMarch
      31, 2009 and 2008, and for the period May 10, 2005 (inception)
      throughMarch
      31, 2009 (Unaudited)
                                      3Condensed
      Consolidated Statement of Stockholders’ Equity for the
    periodMay
      10, 2005 (inception) to March 31, 2009 (Unaudited)
                                      4Condensed
      Consolidated Statements of Cash Flows for the three months
      endedMarch
      31, 2009 and 2008, and for the period May 10, 2005 (inception)
      throughMarch
      31, 2009 (Unaudited)
                                      5Notes
      to Unaudited Condensed Consolidated Financial Statements
                                      6Item
      2 - Management’s Discussion and Analysis of Financial Condition and Results
      of Operations
                                      16Item
      3 – Quantitative and Qualitative Disclosures about Market
    Risk
                                      19Item
      4 - Controls and Procedures
                                      19Part
      II: Other InformationItem
      1 – Legal Proceedings
                                      20Item
      1A – Risk Factors
                                      20Item
      2 - Unregistered Sales of Equity Securities and Use of
      Proceeds
                                      20Item
      3 - Defaults on Senior Securities
                                      21Item
      4 – Submission of Matters to a Vote of Security Holders
                                      21Item
      5 – Other Information
                                      21Item
      6 -  Exhibits
                                      22Signatures
                                      23Certifications




i
 PART
I: FINANCIAL INFORMATION




ITEM
1: FINANCIAL STATEMENTS





InterAmerican
      Acquisition Group Inc.(a
      corporation in the development stage)Consolidated
      Condensed Balance
Sheets
  March 31, 2009
                                      
                                      
                                      December 31, 2008(unaudited)ASSETSCurrent
      Assets:Cash
                                      
                                      $
                                      5,321
                                      
                                      
                                      $
                                      20,773Investment
      and accrued interest - trust account
                                      
                                      
                                      45,178,115
                                      
                                      
                                      
                                      45,204,605Prepaid
      expense
                                      
                                      
                                      35,647
                                      
                                      
                                      
                                      19,552Total
      current assets
                                      
                                      
                                      45,219,083
                                      
                                      
                                      
                                      45,244,930Deferred
      tax asset
                                      
                                      
                                      195,000
                                      
                                      
                                      
                                      195,000Total
      Assets
                                      
                                      $
                                      45,414,083
                                      
                                      
                                      $
                                      45,439,930LIABILITIES
      AND STOCKHOLDERS' EQUITY/(DEFICIENCY)Current
      LiabilitiesAccounts
      payable and accrued expenses  (including amounts payable to
      related parties of $80,508 and $51,844 for March 31, 2009 and December 31,
      2008 respectively)
                                      
                                      $
                                      685,589
                                      
                                      
                                      $
                                      606,883Note
      payable
                                      
                                      
                                      11,144
                                      
                                      
                                      
                                      -Income
      and capital taxes payable
                                      
                                      
                                      333,459
                                      
                                      
                                      
                                      284,380Deferred
      underwriting fees
                                      
                                      
                                      2,070,000
                                      
                                      
                                      
                                      2,070,000Total
      Current Liabilities
                                      
                                      
                                      3,100,192
                                      
                                      
                                      
                                      2,961,263COMMON
      STOCK SUBJECT TO POSSIBLE REDEMPTION(1,149,425
      shares at redemption value) (Note 1)
                                      
                                      
                                      8,609,194
                                      
                                      
                                      
                                      8,609,194Stockholders'
      EquityPreferred
      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, 2009 and December 31, 2008
      (which includes 1,149,425 shares subject to possible
      redemption)
                                      
                                      
                                      700
                                      
                                      
                                      
                                      700Additional
      paid-in capital
                                      
                                      
                                      35,106,999
                                      
                                      
                                      
                                      35,106,999Deficit
      accumulated during the development stage
                                      
                                      
                                      (1,403,002
                                      )
                                      
                                      
                                      (1,238,226
                                      )Total
      Stockholders' Equity
                                      
                                      
                                      33,704,697
                                      
                                      
                                      
                                      33,869,473Total
      Liabilities and Stockholders Equity
                                      
                                      $
                                      45,414,083
                                      
                                      
                                      $
                                      45,439,930
  See
      notes to unaudited consolidated condensed financial
    statements


2


InterAmerican
      Acquisition Group Inc.(a
      corporation in the development stage)Consolidated
      Condensed Statements of Operations(Unaudited)
  For
      the cumulativeThree
      months Ended
                                  
                                  
                                  period
      fromMarch
      31, 2009
                                  
                                  
                                  March
      31, 2008
                                  
                                  
                                  May
      10, 2005 (Inception) - March 31, 2009Interest
      income
                                  
                                  $
                                  67,511
                                  
                                  
                                  $
                                  271,949
                                  
                                  
                                  $
                                  1,394,114ExpensesFormation
      costs
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  4,775General
      and administrative expenses
                                  
                                  
                                  220,006
                                  
                                  
                                  
                                  230,775
                                  
                                  
                                  
                                  2,556,063Interest
      expense
                                  
                                  
                                  77
                                  
                                  
                                  
                                  773
                                  
                                  
                                  
                                  17,152Total
      Expenses
                                  
                                  
                                  220,083
                                  
                                  
                                  
                                  231,548
                                  
                                  
                                  
                                  2,577,990Net
      profit/(loss) before income tax provision
                                  
                                  
                                  (152,572
                                  )
                                  
                                  
                                  40,401
                                  
                                  
                                  
                                  (1,183,876
                                  )Provision
      for income taxes
                                  
                                  
                                  12,204
                                  
                                  
                                  
                                  16,136
                                  
                                  
                                  
                                  219,126Net
      income/(loss)
                                  
                                  $
                                  (164,776
                                  )
                                  
                                  $
                                  24,265
                                  
                                  
                                  $
                                  (1,403,002
                                  )Weighted
      average shares outstanding - basic and diluted
                                  
                                  
                                  7,000,000
                                  
                                  
                                  
                                  7,000,000
                                  
                                  
                                  
                                  3,550,545Net
      earnings/(loss) per share - basic and diluted
                                  
                                  $
                                  (0.02
                                  )
                                  
                                  $
                                  0.00
                                  
                                  
                                  $
                                  (0.40
                                  )
  See
      notes to unaudited consolidated condensed financial
    statements


3


InterAmerican
      Acquisition Group Inc.(a
      corporation in the development stage)Consolidated
      Condensed Statement of Stockholders'
Equity/(Deficiency)For
      the period from May 10, 2005 (Inception)  through March 31,
      2009
  Income/(Deficit)AccumulatedDuring
      the
                                                
                                                
                                                Stockholders'Common
      Stock
                                                
                                                
                                                Additional
                                                
                                                
                                                Development
                                                
                                                
                                                Equity/Shares
                                                
                                                
                                                Amount
                                                
                                                
                                                paid-in
      capital
                                                
                                                
                                                Stage
                                                
                                                
                                                (Deficiency)Common
      shares issued May 26, 2005 at $0.01 per share
                                                
                                                
                                                1,250,000
                                                
                                                
                                                $
                                                125
                                                
                                                
                                                $
                                                14,875
                                                
                                                
                                                $
                                                -
                                                
                                                
                                                $
                                                15,000Net
      Loss
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                (11,148
                                                )
                                                
                                                
                                                (11,148
                                                )Balance
      at December 31, 2005
                                                
                                                
                                                1,250,000
                                                
                                                
                                                
                                                125
                                                
                                                
                                                
                                                14,875
                                                
                                                
                                                
                                                (11,148
                                                )
                                                
                                                
                                                3,852Net
      Loss
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                (14,844
                                                )
                                                
                                                
                                                (14,844
                                                )Balance
      at December 31, 2006
                                                
                                                
                                                1,250,000
                                                
                                                
                                                
                                                125
                                                
                                                
                                                
                                                14,875
                                                
                                                
                                                
                                                (25,992
                                                )
                                                
                                                
                                                (10,992
                                                )Proceeds
      of private placement September 10, 2007
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                1,500,000
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                1,500,000Units
      issued Sept. 10, 2007 @$8.00 per unit
                                                
                                                
                                                5,375,000
                                                
                                                
                                                
                                                538
                                                
                                                
                                                
                                                42,999,462
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                43,000,000Units
      issued Sept. 11, 2007 @$8.00 per unit
                                                
                                                
                                                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
                                                
                                                
                                                
                                                34,448,340Issuance
      of 185,000 warrants May 21, 2008
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                783,860
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                783,860Net
      Loss
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                (1,362,727
                                                )
                                                
                                                
                                                (1,362,727
                                                )Balance
      at December 31, 2008
                                                
                                                
                                                7,000,000
                                                
                                                
                                                $
                                                700
                                                
                                                
                                                $
                                                35,106,999
                                                
                                                
                                                $
                                                (1,238,226
                                                )
                                                
                                                $
                                                33,869,473Unaudited:Net
      loss
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                $
                                                (164,776
                                                )
                                                
                                                
                                                (164,776
                                                )Balance
      at March 31, 2009
                                                
                                                
                                                7,000,000
                                                
                                                
                                                $
                                                700
                                                
                                                
                                                $
                                                35,106,999
                                                
                                                
                                                $
                                                (1,403,002
                                                )
                                                
                                                $
                                                33,704,697
  See
      notes to unaudited consolidated condensed financial
    statements




4


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




5


InterAmerican Acquisition Group
Inc.


(a
corporation in the development stage)








Notes
to Condensed Consolidated Financial Statements (Unaudited)


March
31, 2009





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





Basis
of Presentation





The
consolidated financial statements include the accounts of InterAmerican
Acquisition Group Inc. (the ‘‘Company’’) and its wholly-owned subsidiary, CNC
Development Ltd. All intercompany transactions have been
eliminated.  The consolidated financial statements at March 31, 2009
and for the three months ended March 31, 2009 and 2008, and for the period from
May 10, 2005 (inception) to March 31, 2009 (cumulative), are unaudited.  In
the opinion of management, all adjustments (consisting of normal adjustments)
have been made that are necessary to present fairly the consolidated financial
position of the Company as of March 31, 2009 and the results of its consolidated
operations and cash flows for the three months ended March 31, 2009 and 2008 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, 2008 and the
statement of stockholders’ equity for the period ended December 31, 2005 and the
years ended December 31, 2006, 2007 and 2008 have been derived from audited
financial statements.  The statements and related notes have been
prepared pursuant to the rules and regulations of the U.S. Securities and
Exchange Commission.  Accordingly, certain information and footnote
disclosures normally included in financial statements prepared in accordance
with generally accepted accounting principles may be omitted pursuant to such
rules and regulations.  See the Company’s Annual Report on Form 10-K
for the year ended December 31, 2008 for additional disclosures relating to the
Company’s financial statements and accounting principles.





Organization, Business Operations and
Significant Accounting Policies





The
Company was incorporated in Delaware on May 10, 2005 as a blank check
company whose objective is to acquire an operating business, as further
described in Note 10 below. All activity through March 31, 2009 relates to the
Company’s formation, the public offering and its efforts to identify and
consummate a business combination as described below. In connection with the
prospective acquisition of an operating business (as further described in Note
10) the Company formed its wholly-owned subsidiary, CNC Development Ltd., in the
British Virgin Islands on August 11, 2008. CNC Development Ltd. was formed for
the purpose of the business combination described in Note 10 and had no
operations as of March 31, 2009. The Company is considered to be in the
development stage and is subject to the risks associated with activities of
development stage companies.





6


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





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





7


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





Income
Taxes





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





Net
Income (loss) Per Common Share





Net
income/(loss) per share is computed by dividing net income/(loss) by the
weighted-average number of shares of common stock outstanding during the period
after giving effect to stock splits and reverse stock splits. The effect of the
5,750,000 outstanding warrants issued in connection with the Offering and the
1,000,000 outstanding warrants issued in connection with the Private Placement
has not been considered in diluted income/(loss) per share calculations for the
three months ended March 31, 2009 since such warrants are contingently
exercisable. The effect of the 185,000 outstanding warrants issued on May 21,
2008 as described in Note 7 has not been considered in diluted income/(loss) per
share calculations for the three months ended March 31, 2009 since the
effect would have been antidilutive.





Use
of Estimates





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





Cash
and Cash Equivalents





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





Fair
value of Financial Instruments





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





8


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





Recent
Accounting Pronouncements





In
September 2006, FASB issued Statement of Financial Accounting Standards No. 157,
Fair Value Measurements (“SFAS No. 157”). SFAS No. 157 defines fair value,
establishes a framework for measuring fair value, and expands disclosures about
fair value measurement. SFAS No. 157 also emphasizes that fair value is a
market-based measurement, not an entity-specific measurement, and sets out a
fair value hierarchy with the highest priority being quoted prices in active
markets. Under SFAS No. 157, fair value measurements are disclosed by level
within that hierarchy. In February 2008, the FASB issued FASB Staff Position No.
157-2, Effective Date of FASB Statement No. 157, which permits a one-year
deferral for the implementation of SFAS No. 157 with regard to nonfinancial
assets and liabilities that are not recognized or disclosed at fair value in the
financial statements on a recurring basis. The Company adopted SFAS No. 157 for
the fiscal year beginning January 1, 2008, except for nonfinancial assets and
nonfinancial liabilities that are recognized or disclosed at fair value in the
financial statements on a nonrecurring basis for which delayed application was
permitted until our fiscal year beginning January 1, 2009. The Company adopted
the remaining provisions of SFAS No. 157 as of January 1, 2009 and has
determined that it has no material impact on the Company’s financial position,
results of operations or cash flows.





In
December 2007, FASB 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.   SFAS 141R was adopted by the Company as of January 1,
2009 and will have an impact to the Company for any acquisitions on or after
January 1, 2009.





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





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





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





9


2.
            Initial
      Public Offering





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




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





3.
            Trust
      Account





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




March
      31, 2009
                        
                        
                        December
      31, 2008Contribution
      to trust
                        
                        $
                        45,160,000
                        
                        
                        $
                        45,160,000Interest
      income received
                        
                        
                        1,376,314
                        
                        
                        
                        1,282,415Accrued
      interest income
                        
                        
                        17,801
                        
                        
                        
                        44,190Withdrawals
      to pay taxes
                        
                        
                        (426,000
                        )
                        
                        
                        (408,900
                        )Withdrawals
      to fund operations (a)
                        
                        
                        (950,000
                        )
                        
                        
                        (873,100
                        )Investments
      and accrued interest held in trust
                        
                        $
                        45,178,115
                        
                        
                        $
                        45,204,605(a)  Limited
      to $950,000




4.
            Accounts
      Payable and Accrued Expenses





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




March
      31, 2009
                        
                        
                        December
      31, 2008Amounts
      due for offering-related expenses
                        
                        $
                        8,484
                        
                        
                        $
                        8,484Other
                        
                        
                        677,105
                        
                        
                        
                        598,399Total
                        
                        $
                        685,589
                        
                        
                        $
                        606,883






10


5.
            Notes
      Payable





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





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





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





6.
            Fair Value of Financial
      Instruments




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





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







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




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




March
      31, 2009Total
                                                                    
                                                                    
                                                                    Level
      1
                                                                    
                                                                    
                                                                    Level
      2
                                                                    
                                                                    
                                                                    Level
      3Investments
      (including accrued interest) held in trust
                                                                    
                                                                    $
                                                                    45,178,115
                                                                    
                                                                    
                                                                    $
                                                                    45,178,115
                                                                    
                                                                    
                                                                    $
                                                                    -
                                                                    
                                                                    
                                                                    $
                                                                    -Total
      assets
                                                                    
                                                                    $
                                                                    45,178,115
                                                                    
                                                                    
                                                                    $
                                                                    45,178,115
                                                                    
                                                                    
                                                                    $
                                                                    -
                                                                    
                                                                    
                                                                    $
                                                                    -




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





11




7.
            Commitments
      and Related Party Transactions





The
Company presently occupies office space provided by an affiliate of several of
the Initial Stockholders. Such affiliate has agreed that, until the Company
consummates a Business Combination, it will make such office space, as well as
certain office and secretarial services, available to the Company, as may be
required by the Company from time to time. The Company has agreed to pay such
affiliate $10,000 per month for such services for up to 12 months commencing on
the effective date of the Offering. The statement of Operations for the three
months ended March 31, 2009 and 2008 and the period from May 10, 2005
(inception) to March 31, 2009 includes $0, $30,000 and $120,000 respectively
related to this agreement.





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





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





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





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





12





8.
            Stockholders’
      Equity





Common
Stock





On
December 7, 2005, the Company effected a 2-for-5 reverse stock split of its
shares of common stock. On April 26, 2006, the Company effected a 1.25-for-1
stock split of its shares of common stock. On May 26, 2006, the Company effected
a 1.44-for-1 stock split of its shares of common stock. On June 27, 2007, the
Company effected a 1-for-2.16 reverse stock split of its shares of common stock.
All references in the accompanying financial statements to the number of shares
of common stock and income (loss) per share have been retroactively restated to
reflect these transactions.  At March 31, 2009, a total of 6,935,000
shares of common stock were reserved for issuance upon the exercise of
outstanding warrants.





Preferred
Stock





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





9.
            Income
      Taxes





The
provision for income taxes consists of the following:




Three
      Months Ended March 31, 2009
                      
                      
                      Three
      Months Ended March 31, 2008Current:Federal
                      
                      $
                      9,496
                      
                      
                      $
                      71,920State
                      
                      
                      2,708
                      
                      
                      
                      20,920Deferred:Federal
                      
                      
                      -
                      
                      
                      
                      (76,704
                      )State
                      
                      
                      -
                      
                      
                      
                      -Total
                      
                      $
                      12,204
                      
                      
                      $
                      16,136


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





13


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




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




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




Three
      months
                                                                                                          ended March 31,
      2009
                                                                                                        
                                                                                                        
                                                                                                        Three
      months
                                                                                                          ended March 31,
      2008Statutory
      federal income tax rate
                                                                                                        
                                                                                                        
                                                                                                        (34.0
                                                                                                        )%
                                                                                                        
                                                                                                        
                                                                                                        
                                                                                                        34.0
                                                                                                        %State
      and local income tax rate
                                                                                                        
                                                                                                        
                                                                                                        (5.8
                                                                                                        )%
                                                                                                        
                                                                                                        
                                                                                                        
                                                                                                        5.9
                                                                                                        %Effect
      of permanent differences
                                                                                                        
                                                                                                        
                                                                                                        0.1
                                                                                                        %
                                                                                                        
                                                                                                        
                                                                                                        
                                                                                                        0.0
                                                                                                        %Change
      in valuation allowance
                                                                                                        
                                                                                                        
                                                                                                        47.7
                                                                                                        %
                                                                                                        
                                                                                                        
                                                                                                        
                                                                                                        0.0
                                                                                                        %Effective
      income tax rate
                                                                                                        
                                                                                                        
                                                                                                        8.0
                                                                                                        %
                                                                                                        
                                                                                                        
                                                                                                        
                                                                                                        39.9
                                                                                                        %


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





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





10.
            Proposed
      Merger





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





Pursuant
to the stock purchase agreement, as amended, IAG formed a wholly-owned
subsidiary, CNC Development Ltd. (“CNC”) in the British Virgin Islands on August
11, 2008. Upon the closing of the acquisition, subject to the approval of the
Company’s stockholders, the stock purchase agreement calls for the simultaneous
redomestication of IAG from the State of Delaware to the British Virgin Islands,
through a merger of the Company into CNC. The Sing Kung stockholders that are
parties to the stock purchase agreement will receive in the aggregate (i)
19,843,417 shares of CNC common stock plus (ii) the right to
receive an additional 12.4 million shares if the following net income targets
are met in each of the years shown below:




14





Year
      ending December 31,
                    
                    Net
      Income2009
                    
                    $56,000,0002010
                    
                    $80,000,0002011
                    
                    $112,000,0002012
                    
                    $151,200,000





CNC also
intends to make an exchange offer of one share of CNC common stock for each of
the remaining 2,548,718 Sing Kung common shares and 2,915,000 preferred shares
that are held by Sing Kung stockholders who are not parties to the stock
purchase agreement. If all such shareholders who are not party to the stock
purchase agreement participate in the exchange offer, they will receive an
aggregate of 3,761,844 common CNC shares. The acquisition is expected to be
consummated in the second quarter of 2009, after the required approval by the
Company’s stockholders and the fulfillment of certain other closing conditions.
Following the closing of the transaction, the post-transaction public company
will be renamed China New City Construction Co. Ltd. In addition, the Company
will seek to list its shares on The NASDAQ Stock Market.





Recent
changes in market conditions have increased the risk the acquisition of Sing
Kung cannot be completed on the terms set forth in the stock purchase agreement,
as amended.





The
Company has incurred and expensed approximately $734,477 of costs related to the
proposed transaction with Sing Kung as of March 31, 2009. For a more complete
discussion of our proposed Business Combination, see our proxy statement/prospectus on Form S-4,
as amended.





11.
            Liquidity





In
addition to those initial proceeds not deposited in the trust fund, we are
permitted to withdraw up to $950,000 of interest income from the trust fund to
fund our working capital requirements and the costs of pursuing a Business
Combination. Additional withdrawals from interest earned on the trust fund are
permitted to pay taxes. As of March 31, 2009 we had withdrawn all of the
$950,000 of the amount permitted for working capital purposes.  As of
March 31, 2009, we had liabilities, other than taxes payable and deferred
underwriting fees, net of cash, equal to $691,412. Despite this working capital
deficiency, based on the arrangements we have made with certain of our vendors
and advisors for payment following the consummation of the Sing Kung stock
purchase if it is consummated, we believe we have sufficient resources to
complete the transaction if it is approved by our stockholders before
approximately the end of June 2009.





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





15




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





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




Forward
Looking Statements





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





Overview





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





Recent
Developments/Proposed Merger





Effective
May 15, 2008, the Company entered into a definitive stock purchase agreement to
acquire 89.6% of the fully-diluted shares of Sing Kung. Pursuant to the stock
purchase agreement, as amended, the Company formed a wholly-owned subsidiary,
CNC in the British Virgin Islands on August 11, 2008. Upon the closing of the
acquisition, subject to the approval of the Company’s stockholders, the stock
purchase agreement requires the simultaneous redomestication of the Company from
the State of Delaware to the British Virgin Islands, through a merger of the
Company into CNC. The Sing Kung stockholders that are parties to the stock
purchase agreement will receive in the aggregate (i) 19,843,417 shares of CNC
common stock plus(ii)
the right to receive an additional 12.4 million shares if the following net
income targets are met in each of the years shown below:




Year
      ending December 31,
                    
                    Net
      Income2009
                    
                    $
                    56,000,0002010
                    
                    $
                    80,000,0002011
                    
                    $
                    112,000,0002012
                    
                    $
                    151,200,000


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





16


Prior to
the closing of the acquisition, the amended stock purchase agreement requires us
to reduce the number of the Company’s common shares outstanding (including the
management warrants issued on May 21, 2008 and described above) to a total of
7,055,850. To satisfy this condition, our board of directors has authorized, and
the holders of the management warrants have agreed, to a rescission of 129,150
of the management warrants prior to the closing of the Sing Kung
transaction.





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





Results
of Operations





For the
three months ended March 31, 2009, we had a net loss of $164,776.  The
net income earned for the three months ended March 31, 2008 of $24,265. The
difference of $189,041 was due primarily to a reduction in net interest income
earned during the period that was partially mitigated by a reduction in total
expenditures.




Interest
earned in our trust account for the three months ended March 31, 2009 was
$67,511 as compared with $271,949 during the three months ended March 31,
2008.  The decline of $204,438 (75%) was due entirely to reductions in
market interest rates for investment securities of the types that we are
permitted to own in our trust account.  Until we enter into a business
combination, we will not have revenues other than interest earned on the funds
held in trust and we may incur additional losses due to managements’ expenses
relating to locating a target business to acquire.
 
 Expenses
during the three months ended March 31, 2009 totaled $232,287, a reduction of
$15,397 (6.2%) as compared with total expenses of $247,684 during the three
months ended March 31, 2008.  The reduction in expenses was the result
of lower administrative costs associated with lower contractual payments to
InterAmerican Advisors LLC ($30,000); reduced costs of maintaining our public
filings, corporate standing and stockholder administrative matters ($18,983) due
to efficiencies associated with preparation of our second annual report on Form
10-K; a lower franchise tax accrual ($2,625); reduced interest expense ($3,037);
a smaller income tax provision ($3,932) and reductions in other miscellaneous
expenses ($104).  Lower expenses in these areas were partially offset
by the increase in expense of pursuing a business combination ($38,356); the
expenditures associated with the commencement of investor relations activities
($3,759); higher trust administrative costs ($1,042); and increased expense
accrual for D&O insurance ($127).




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





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





17




Financial
Condition and Liquidity





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





In
addition to those initial proceeds not deposited in the trust fund, we are
permitted to withdraw up to $950,000 of interest income from the trust fund to
fund our working capital requirements and the costs of pursuing a business
combination.  Additional withdrawals from interest earned on the trust
fund are permitted to pay taxes.  As of March 31, 2009 we had
withdrawn all $950,000 of the amount permitted for working capital
purposes.  As of March 31, 2009 we had liabilities, other than taxes
payable and deferred underwriting fees, net of cash, equal to
$691,412.





Because we have exhausted the funds we
are permitted to withdraw for working capital, we have had to enter into
contingent payment arrangements with various vendors in order to meet the
requirements necessary to consummate a business combination with Sing Kung.
Pursuant to those arrangements, participating vendors will be paid upon
consummation of a business combination. Utilizing this mechanism we believe that
we will have sufficient funds to complete the Sing Kung transaction if it can be
consummated before approximately the end of June 2009, however, there can be no
assurance that the resources available to us will be sufficient for this
purpose. If not, we will be forced to raise additional capital or be forced to
liquidate. We have not identified any sources of additional capital and there is
no assurance that we would be able to obtain such additional capital if
required.





If we are unable to proceed with the
Sing Kung transaction, we will not have a sufficient amount of working capital
available outside of the trust account to conduct due diligence and pay other
expenses related to finding another suitable business combination without
securing additional financing. We cannot assure you that such financing would be
available on acceptable terms, if at all. To the extent that additional
financing proves to be unavailable if and when needed to consummate a particular
business combination, we would be compelled to liquidate.





Over the
time period from March 31, 2009 to September 10, 2009, we currently anticipate
incurring additional expenses for the following purposes:





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


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


•
            administrative
      fees; and


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





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





18


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





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





ITEM
3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK





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





ITEM
4. CONTROLS AND PROCEDURES.





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





As
required by Rules 13a-15 and 15d-15 under the Exchange Act, our chief executive
and financial officer carried out an evaluation of the effectiveness of the
design and operation of our disclosure controls and procedures as of March 31,
2009. Based upon his evaluation, he concluded that our disclosure controls and
procedures were effective.





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





19


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





Limitations
on the Effectiveness of Controls





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








PART
II: OTHER INFORMATION





ITEM
1: LEGAL PROCEEDINGS





None





ITEM
1A. RISK FACTORS





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





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





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





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





20


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





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





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





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





ITEM
3: DEFAULTS UPON SENIOR SECURITIES





None





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





None





ITEM
5:  OTHER INFORMATION




None





21





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.









22


SIGNATURES





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





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




23