**SECURITIES
      AND EXCHANGE COMMISSION**


**WASHINGTON,
      D.C.  20549**




**FORM
      10-Q**





x
            
            **Quarterly
                Report Pursuant to Section 13 or 15(d) of the Securities Exchange
                Act of
                1934****For
                the quarterly period ended September 30,
                2008**





**or**





o
            
            **Transition
                Report Pursuant to Section 13 or 15(d) of the Securities Exchange
                Act of
                1934****For
                the transition period from _______ to
                ________.**




Commission
      File Number: **000-51510**




**InterAmerican
      Acquisition Group Inc.**


(Exact
      name of registrant as specified in its charter)





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




**2918
      Fifth Avenue South, Suite 209**


**San
      Diego, California 92103**


(Address
      of Principal Executive Offices including zip code)




**(619)
      298-9883**


(Registrant’s
      Telephone Number, Including Area Code)




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


Yes x No o




Indicate
      by check mark whether the registrant is 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
      November 14, 2008.








**InterAmerican
      Acquisition Group Inc.**


**(a
      development stage enterprise)**





**CONTENTS**





**Page****Part
                I: Financial information:**Item
                1 – Financial Statements:
            1Condensed
                Consolidated Balance Sheet of September 30, 2008 (Unaudited) and
                December
                31, 2007
            1Condensed
                Consolidated Statement of Operations for the Three and Nine Months
                ended
                September 30, 2008 and 2007, and for the Period May 10, 2005 (Inception)
                through September 30, 2008 (Unaudited)
            2Condensed
                Consolidated Statement of Stockholders’ Equity for the Period May 10, 2005
                (inception) to September 30, 2008 (Unaudited)
            3Condensed
                Consolidated Statement of Cash Flows for the Nine-Month Periods ended
                September 30, 2008 and 2007, and for the Period May 10, 2005 (Inception)
                through September 30, 2008 (Unaudited)
            4Notes
                to Unaudited Condensed Consolidated Financial Statements
            5Item
                2 – Management’s Discussion and Analysis of Financial Condition and
                Results of Operations
            14Item
                3 – Quantitative and Qualitative Disclosures about Market
                Risk
            17Item
                4 –- Controls and Procedures
            17**Part
                II: Other Information**Item
                1 – Legal Proceedings
            18Item
                1A – Risk Factors
            18Item
                2 – Unregistered Sales of Equity Securities and Use of
                Proceeds
            18Item
                3 – Defaults on Senior Securities
            19Item
                4 – Submission of Matters to a Vote of Security Holders
            19Item
                5 – Other Information
            20Item
                6 – Exhibits
            21**Signatures**
            22**Certifications**


i


**PART
      I**–**FINANCIAL INFORMATION**





**ITEM
      1. FINANCIAL STATEMENTS**




**InterAmerican
      Acquisition Group Inc.**


**(a
      corporation in the development stage)**


**Condensed
      Consolidated Balance Sheet**





**September 30, 2008**
            
            **December 31, 2007**(unaudited)**ASSETS****Current Assets:****Cash**
            
            **$**
            **25,668**
            
            **$**
            **15,533****Investment and Accrued Interest - Trust Account**
            
            
            **45,208,578**
            
            
            **45,517,583****Prepaid Expense**
            
            
            **31,256**
            
            
            **87,871****Total Current Assets**
            
            
            **45,265,502**
            
            
            **45,620,987****Deferred Tax Asset**
            
            
            **360,166**
            
            
            **57,610********Total
                Assets**
            
            **$**
            **45,625,668**
            
            **$**
            **45,678,597****LIABILITIES
                AND STOCKHOLDERS' EQUITY/DEFICIENCY****Current
                Liabilities:****Accounts Payable and Accrued Expenses**
            
            **$**
            **364,624**
            
            **$**
            **203,533****Note Payable**
            
            
            **-**
            
            
            **46,734****Income and Capital Taxes Payable**
            
            
            **222,485**
            
            
            **300,796****Deferred Underwriting Fees**
            
            
            **2,070,000**
            
            
            **2,070,000****Total
                Current Liabilities**
            
            
            **2,657,109**
            
            
            **2,621,063********COMMON
                STOCK SUBJECT TO POSSIBLE REDEMPTION****(1,149,425
                shares at redemption value) (Note 1)**
            
            
            **8,609,194**
            
            
            **8,609,194********Stockholders'
                Equity/(Deficiency)**Preferred stock, $0.0001 par value; Authorized 1,000,000 shares;
                none
                issuedCommon stock, $0.0001 par value; Authorized 90,000,000 sharesIssued and outstanding 7,000,000 shares at September 30, 2008 and
                December
                31, 2007 (which includes 1,149,425 shares subject to possible
                redemption)
            
            
            **700**
            
            
            **700**Additional paid-in capital
            
            
            **35,106,999**
            
            
            **34,323,139**Income/(Deficit) accumulated during the development stage
            
            
            **(748,334**
            **)**
            
            **124,501****Total
                Stockholders' Equity/(Deficiency)**
            
            
            **34,359,365**
            
            
            **34,448,340****Total
                Liabilities and Stockholders Equity/(Deficiency)**
            
            **$**
            **45,625,668**
            
            **$**
            **45,678,597**





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


1





**InterAmerican
      Acquisition Group Inc.**


**(a
      corporation in the development stage)**


**Condensed
      Consolidated Statement of Operations**


**(Unaudited)**





**Three Months Ended**
            
            **Nine Months Ended****September 30,**
              **2008**
            
            **September 30,**
              **2007**
            
            **September 30,**
              **2008**
            
            **September 30,**
              **2007**
            
            **May 10, 2005**
              **(Inception) to**
              **September 30,**
              **2008**Interest
                income
            
            $
            188,901
            
            $
            105,360
            
            $
            661,346
            
            $
            105,360
            
            $
            1,226,576ExpensesFormation
                costs
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            4,775General
                and administrative expenses
            
            
            366,958
            
            
            42,465
            
            
            1,614,112
            
            
            42,492
            
            
            1,936,324Interest
                expense
            
            
            -
            
            
            1,872
            
            
            3,411
            
            
            5,117
            
            
            17,075Total
                Expenses
            
            
            366,958
            
            
            44,337
            
            
            1,617,523
            
            
            47,609
            
            
            1,958,174Net
                income/(loss) before income tax provision/(benefit)
            
            
            (178,057
            )
            
            61,023
            
            
            (956,177
            )
            
            57,751
            
            
            (731,598
            )Provision/(benefit)
                for income taxes
            
            
            (51,387
            )
            
            7,193
            
            
            (83,342
            )
            
            7,193
            
            
            16,736Net
                income/(loss)
            
            $
            (126,670
            )
            $
            53,830
            
            $
            (872,835
            )
            $
            50,558
            
            $
            (748,334
            )Weighted
                average shares outstanding - Basic and diluted
            
            
            7,000,000
            
            
            2,558,424
            
            
            7,000,000
            
            
            1,690,934
            
            
            3,044,254Net
                earnings/(loss) per share - Basic and diluted
            
            $
            (0.02
            )
            $
            0.02
            
            $
            (0.12
            )
            $
            0.03
            
            $
            (0.25
            )





**See
      notes to unaudited condensed consolidated financial
      statements.**


2





**InterAmerican
      Acquisition Group Inc.**


**(a
      corporation in the development stage)**


**Condensed
      Consolidated Statement of Stockholders,
      Equity/(Deficiency)**


**For
      the period from May 10, 2005 (Inception) through September 30,
      2008**





****
            
            
            
            
            
            
            
            **Income/(Deficit)****Accumulated****Additional**
            
            **During the**
            
            **Stockholders'****Common Stock**
            
            **Paid-in**
            
            **Development**
            
            **Equity/****Shares**
            
            **Amount**
            
            **Capital**
            
            **Stage**
            
            **(Deficiency)**Common
                shares issued May 26, 2005 at $0.01 per share
            
            
            1,250,000
            
            $
            125
            
            $
            14,875
            
            $
            -
            
            $
            15,000Net
                Loss
            
            
            -
            
            
            -
            
            
            -
            
            
            (11,148
            )
            
            (11,148
            )Balance
                at December 31, 2005
            
            
            1,250,000
            
            
            125
            
            
            14,875
            
            
            (11,148
            )
            
            3,852Net
                Loss
            
            
            -
            
            
            -
            
            
            -
            
            
            (14,844
            )
            
            (14,844
            )Balance
                at December 31, 2006
            
            
            1,250,000
            
            
            125
            
            
            14,875
            
            
            (25,992
            )
            
            (10,992
            )Proceeds
                of private placement September 10, 2007
            
            
            -
            
            
            -
            
            
            1,500,000
            
            
            -
            
            
            1,500,000Units
                issued September 10, 2007 @$8.00 per share
            
            
            5,375,000
            
            
            538
            
            
            42,999,462
            
            
            -
            
            
            43,000,000Units
                issued September 11, 2007 @$8.00 per share
            
            
            375,000
            
            
            37
            
            
            2,999,963
            
            
            -
            
            
            3,000,000Expenses
                of the Offering
            
            
            -
            
            
            -
            
            
            (4,581,967
            )
            
            -
            
            
            (4,581,967
            )Less
                shares subject to possible redemption
            
            
            -
            
            
            -
            
            
            (8,609,194
            )
            
            -
            
            
            (8,609,194
            )Net
                Income
            
            
            -
            
            
            -
            
            
            -
            
            
            150,493
            
            
            150,493Balance
                at December 31, 2007
            
            
            7,000,000
            
            $
            700
            
            $
            34,323,139
            
            $
            124,501
            
            $
            34,448,340Unaudited:Issuance
                of Warrants May 21, 2008
            
            
            -
            
            
            -
            
            
            783,860
            
            
            -
            
            
            783,860Net
                Loss
            
            
            -
            
            
            -
            
            
            -
            
            
            (872,835
            )
            
            (872,835
            )Balance
                at September 30, 2008
            
            
            7,000,000
            
            $
            700
            
            $
            35,106,999
            
            $
            (748,334
            )
            $
            34,359,365





See
      notes
      to unaudited condensed consolidated financial statements.


3




**InterAmerican
      Acquisition Group Inc.**


**(a
      corporation in the development stage)**


**Condensed
      Consolidated Statement of Cash Flows**


**(Unaudited)**





**Nine Months Ended****September 30,**
              **2008**
            
            **September 30,**
              **2007**
            
            **May 10, 2005**
              **(Inception) - September 30,**
              **2008****Cash
                flow from operating activities**Net
                income/(loss)
            
            $
            (872,835
            )
            $
            50,558
            
            $
            (748,334
            )**Adjustments
                to reconcile net loss to net cash used in operating
                activities:**Non-cash
                compensation related to the issuance of warrants
            
            
            783,860
            
            
            -
            
            
            783,860Net
                interest income
            
            
            (661,346
            )
            
            -
            
            
            (1,226,576
            )(Increase)/decrease
                in prepaid expenses
            
            
            56,615
            
            
            (107,260
            )
            
            (31,256
            )(Increase)/decrease
                in deferred income tax asset
            
            
            (302,556
            )
            
            
            
            
            (360,166
            )Increase/(decrease)
                in taxes payable
            
            
            (78,311
            )
            
            7,193
            
            
            222,485Increase/(decrease)
                in accounts payable and accrued expenses
            
            
            286,091
            
            
            (3,416
            )
            
            336,140**Net
                cash used in operating activities**
            
            
            (788,482
            )
            
            (52,925
            )
            
            (1,023,847
            )**Cash
                flows from investment activities**Payment
                to trust account
            
            
            -
            
            
            (45,160,000
            )
            
            (45,160,000
            )Interest
                drawn from trust account
            
            
            970,351
            
            
            (105,360
            )
            
            1,177,998**Net
                cash provided by/(used in) investing activities**
            
            
            970,351
            
            
            (45,265,360
            )
            
            (43,982,002
            )**Cash
                flows from financing activities**Proceeds
                from notes and advances payable, InterAmerican Advisors,
                LLC
            
            
            -
            
            
            -
            
            
            141,000Payments
                of notes and advances payable, InterAmerican Advisors, LLC
            
            
            -
            
            
            (105,000
            )
            
            (141,000
            )(Proceeds)
                from note payable
            
            
            -
            
            
            69,650
            
            
            69,650Payment
                of note payable
            
            
            (46,734
            )
            
            -
            
            
            (69,650
            )Payment
                of costs of public offering
            
            
            (125,000
            )
            
            (2,078,396
            )
            
            (2,483,483
            )Proceeds
                from private placement warrant sale
            
            
            -
            
            
            1,500,000
            
            
            1,500,000Proceeds
                from sale of shares of common stock
            
            
            -
            
            
            -
            
            
            15,000Proceeds
                from initial public offering
            
            
            -
            
            
            46,000,000
            
            
            46,000,000**Net
                cash provided by/(used in) financing activities**
            
            
            (171,734
            )
            
            45,386,254
            
            
            45,031,517**Net
                increase in cash**
            
            
            10,134
            
            
            67,969
            
            
            25,667Cash
                at beginning of period
            
            
            15,533
            
            
            440
            
            
            -Cash
                at end of period
            
            $
            25,667
            
            $
            68,409
            
            $
            25,667**Supplemental
                schedule of non-cash financing activities:**Accrual
                of deferred offering costs
            
            $
            28,484
            
            $
            320,912
            
            $
            28,484Accrual
                of deferred underwriting fees
            
            $
            -
            
            $
            2,070,000
            
            $
            2,070,000**Supplemental
                cash flow information:**Cash
                paid for interest
            
            $
            3,411
            
            $
            -
            
            $
            16,862Cash
                paid for income taxes
            
            $
            265,792
            
            $
            -
            
            $
            265,792





**See
      notes to unaudited condensed consolidated financial
      statements.**


4


**InterAmerican
      Acquisition Group Inc.**


**(a
      corporation in the development stage)**





**Notes
      to Condensed Consolidated Financial Statements (Unaudited)**


**September
      30, 2008**





**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 September 30, 2008 and for the three and
      nine months ended September 30, 2008 and 2007, and for the period from May
      10,
      2005 (inception) to September 30, 2008 (cumulative), are unaudited. In the
      opinion of management, all adjustments (consisting of normal adjustments) have
      been made that are necessary to present fairly the consolidated financial
      position of the Company as of September 30, 2008 and the results of its
      consolidated operations for the three months ended September 30, 2008 and 2007
      and its consolidated operations and cash flows for the nine months ended
      September 30, 2008 and 2007 and for the period from May 10, 2005 (inception)
      to
      September 30, 2008 (cumulative).  Operating results for the interim
      periods presented are not necessarily indicative of the results to be expected
      for the full fiscal year.  The condensed balance sheet at December 31,
      2007 and the statement of stockholders’ equity for the period ended December 31,
      2005 and the years ended December 31, 2006 and 2007 have been derived from
      audited financial statements.  The statements and related notes have
      been prepared pursuant to the rules and regulations of the U.S. Securities
      and
      Exchange Commission.  Accordingly, certain information and footnote
      disclosures normally included in financial statements prepared in accordance
      with generally accepted accounting principles may be omitted pursuant to such
      rules and regulations. See Company’s Annual Report on Form 10-K for the year
      ended December 31, 2007 for additional disclosures relating to the Company’s
      financial statements and accounting principles.





**Organization,
      Business Operations and Significant Accounting Policies**





The
      Company was incorporated in Delaware on May 10, 2005 as a blank check company
      whose objective is to acquire an operating business, as further described in
      Note 9 below. All activity through September 30, 2008 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 9) 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 9 and had no operations
      as
      of September 30, 2008. The Company is considered to be in the development stage
      and is subject to the risks associated with activities of development stage
      companies.


5


The
      registration statement for the Company’s initial public offering (the
“Offering”) was declared effective September 4, 2007. The Company completed
      the Offering, including the exercise of the underwriter’s overallotment option,
      on September 10, 2007 and September 11, 2007, and received net proceeds of
      approximately $41.4 million, which is net of $2,070,000 of deferred underwriting
      discounts (as described in Note 2). The Company’s executive officers and
      directors have broad discretion with respect to the specific application of
      the
      net proceeds of the Offering of units, consisting of one share of the Company’s
      common stock and one redeemable common stock purchase warrant (the “Units”) and
      the private placement of 1,000,000 warrants that occurred immediately prior
      to
      completion of the Offering (the “Private Placement”), although substantially all
      of the net proceeds of the Offering and Private Placement are intended to be
      generally applied toward consummating an initial merger, acquisition, asset
      purchase or other such transaction (a “Business Combination”) with (or
      acquisition of) one or more operating businesses. Furthermore, there is no
      assurance that the Company will be able to successfully consummate an initial
      Business Combination. An amount of $45,160,000, which includes $1,500,000
      relating to the sale of warrants in the Private Placement and $2,070,000
      deferred payment to the underwriters in the Offering, of the net
      proceeds was deposited in a trust account (the “Trust Account”), as
      further described in Note 2, until the earlier of (i) the consummation of
      its initial Business Combination or (ii) the distribution of the Trust
      Account as described below. The placing of funds in the Trust Account may not
      protect those funds from third party claims against the
      Company.  Although the Company will seek to have all third parties the
      Company engages for services rendered to it or products sold to it (which
      includes, for example, lawyers, investment bankers, consultants and analysts),
      prospective target businesses or other entities it engages, execute agreements
      with the Company waiving any right, title, interest or claim of any kind in
      or
      to any monies held in the Trust Account, there is no guarantee that they will
      execute such agreements. The Company’s two executive officers, William Morro and
      Dr. Richard Sinkin have severally (but not jointly) agreed that they will be
      personally liable, severally (but not jointly), which means they will be
      personally liable only for 60% and 40% respectively (as an example, if there
      is
      a valid third party claim of $1,000,000, Mr. Morro will be responsible for
      $600,000 of such claim and Dr. Sinkin will be responsible for $400,000 of such
      claim), to pay claims of third parties that are owed money for services rendered
      to the Company or products sold to the Company (which includes, for example,
      accountants, lawyers, investment bankers, consultants and analysts) that would
      reduce the amount of the Trust Account, provided that such third party has
      not
      executed a valid and enforceable waiver to rights or claims against the Trust
      Account and only to the extent necessary to ensure that such claims do not
      reduce the amount in the Trust Account. The indemnification provided by Messrs.
      Morro and Sinkin would not cover tort claims brought against the Company for
      some unforeseen event, claims against the Company brought by a target business
      for breach of contract, or breach of a confidentiality agreement with a
      potential target. The Company will bring an action against either of its
      executive officers in the event that such individual asserts that he is not
      able
      to cover any of the expenses that would deplete the trust proceeds or that
      either is not liable pursuant to their indemnification obligations as described
      above. Based on the information provided to the Company in the director and
      officer questionnaires provided to the Company in connection with the Offering
      as well as the representations as to their accredited investor status (as such
      term is defined in Regulation D), the Company currently believes that such
      persons are of substantial means and capable of funding their indemnity
      obligations. However, because the amount of any such indemnification obligations
      cannot be estimated, the Company
      has not asked Messrs. Morro or Sinkin to reserve for such an eventuality and
      there can be no assurance that they will satisfy their indemnification
      obligations if and when they arise. Accordingly, the proceeds held in trust
      could be subject to claims which could take priority over the claims of the
      Company’s public stockholders and the per-share liquidation price could be less
      than approximately $7.85, plus interest (net of taxes payable and net of
      interest earned on the trust account up to a maximum amount of $950,000 that
      will be released to the Company to fund its working capital), due to claims
      of
      such creditors. The remaining net proceeds (not held in the Trust Account)
      and
      interest income earned on the funds in the Trust Account of up to $950,000,
      after tax, may be released to the Company upon demand and may be used to pay
      for
      business, legal and accounting due diligence on prospective acquisitions and
      continuing general and administrative expenses. The Company has signed a
      definitive agreement for the acquisition of a target business (Note 9) and
      will
      submit such transaction for stockholder approval. In the event that stockholders
      owning 20% or more of the shares sold in the Offering vote against the Business
      Combination and exercise their redemption rights described below, the Business
      Combination will not be consummated. All of the Company’s stockholders prior to
      the Offering, including all of the officers, directors and special advisors
      of
      the Company (‘‘Initial Stockholders’’), have agreed to vote their 1,250,000
      founding shares of common stock (as well as any shares included in units
      purchased in the Offering or in the aftermarket) in accordance with the vote
      of
      the majority in interest of all other stockholders of the Company (‘‘Public
      Stockholders’’) with respect to any Business Combination. After consummation of
      a Business Combination, these voting safeguards will no longer be
      applicable.





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


6





The
      Company’s amended and restated certificate of incorporation provides for the
      liquidation of the Trust Account as part of any plan of dissolution and
      distribution of the Company, in the event that the Company does not consummate
      a
      Business Combination within 18 months from the date of the consummation of
      the
      Offering, or 24 months from the consummation of the Offering if certain
      extension criteria have been satisfied. There is no assurance that the Company
      will be able to complete the Business Combination described in Note 9 within
      that period.  This factor, along with the liquidity factors described
      in Note 10 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 period ended September 30, 2008 since such warrants
      are contingently exercisable. The effect of the 185,000 outstanding warrants
      issued on May 21, 2008 as described in Note 4 has not been considered in diluted
      income/(loss) per share calculations for the period ended September 30,
      2008 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.


7


*Recent
      Accounting Pronouncements*





In
      July
      2006, the FASB issued FASB Interpretation No. 48, “Accounting for Uncertainty in
      Income Taxes,” an interpretation of FASB Statement No. 109 (‘‘FIN 48’’), which
      provides criteria for the recognition, measurement, presentation and disclosure
      of uncertain tax positions. A tax benefit from an uncertain position may be
      recognized only if it is ‘‘more likely than not’’ that the position is
      sustainable based on its technical merits. The Company adopted FIN 48 effective
      January 1, 2007. The adoption of FIN 48 did not have a material effect on our
      financial condition or results of operations. There have been no audits of
      the
      Company’s tax returns since inception and all years remain open to tax
      examination.





In
      December 2007, the Financial Accounting Standards Board released Statement
      of
      Financial Accounting Standards No. 141R, “Business Combinations” (“SFAS 141R”)
      that is effective for business combinations for which the acquisition date
      is on
      or after the beginning of the first annual reporting period beginning on or
      after December 15, 2008.  The pronouncement resulted from a joint
      project between the FASB and the International Accounting Standards Board and
      continues the movement toward the greater use of fair values in financial
      reporting.  SFAS 141R is expected to significantly change how future
      business acquisitions are accounted for and will impact financial statements
      both on the acquisition date and in subsequent periods.





In
      December 2007, the Financial Accounting Standards Board released Statement
      of
      Financial Accounting Standards No. 160, “Non-controlling Interests in
      Consolidated Financial Statements” (“SFAS 160”) that is effective for annual
      periods beginning on or after December 15, 2008.  The pronouncement
      resulted from a joint project between the FASB and the International Accounting
      Standards Board and continues the movement toward the greater use of fair values
      in financial reporting.  Upon adoption of  SFAS 160, the
      Company will reclassify any non-controlling interests as a component of
      equity.





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





**2.  Initial
      Public Offering**





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





The
      Company will use its best efforts to cause a registration statement to become
      effective on or prior to the commencement of the Warrant exercise period and
      to
      maintain the effectiveness of such registration statement until the expiration
      of the Warrants.  If the Company is unable to maintain the
      effectiveness of such registration statement until the expiration of the
      Warrants, and therefore is unable to deliver registered shares, the Company
      will
      not be required to net cash settle the Warrants and the Warrants may become
      worthless.


8


**3.
      Trust Account**





Investments
      held in trust at September 30, 2008 are invested in a money market fund meeting
      conditions of the Investment Company Act of 1940.  Continental Stock
      Transfer and Trust Company is the trustee and the trust account is maintained
      by
      the trustee at JP Morgan Chase New York Bank. The Company is permitted to draw
      up to $950,000 of after-tax interest to meet its needs for operating expenses
      and working capital.  Of this amount the Company had drawn $715,000 as
      of September 30, 2008.  The Company is also permitted to draw from
      interest earned on the Trust Account without restriction to pay
      taxes.  As of September 30, 2008, it had drawn
      $463,000.  The reconciliation of investments held in trust as of
      September 30, 2008 is as follows:





Contribution
                to trust
            
            $
            45,160,000Interest
                income received
            
            
            1,178,709Accrued
                interest income
            
            
            47,868Withdrawl
                to pay taxes
            
            
            (463,000
            )Withdrawl
                to fund operations(1)
            
            
            (715,000
            )Investments
                and accrued interest held in trust at September 30, 2008
            
            $
            45,208,577


______________________________


(1)  Limited
      to $950,000





**4.
      Accounts Payable and Accrued Expenses**





Accounts
      payable and accrued expenses consist of the following components as of December
      31, 2007 and September 30, 2008:





September 30,
              2008
            
            December 31,
              2007Amounts
                due for offering-related expenses
            
            
            28,484
            
            
            153,484Other
            
            
            336,140
            
            
            50,049Total
            
            
            364,624
            
            $
            203,533





**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 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.


9





**6.
      Commitments and Related Party Transactions**





The
      Company presently occupies office space provided by an affiliate of several
      of
      the Initial Stockholders. Such affiliate has agreed that, until the Company
      consummates a Business Combination, it will make such office space, as well
      as
      certain office and secretarial services, available to the Company, as may be
      required by the Company from time to time. The Company has agreed to pay such
      affiliate $10,000 per month for such services for up to 12 months commencing
      on
      the effective date of the Offering.  The statement of Operations for
      the three-month and nine-month periods ended September 30, 2008 and the period
      from May 10, 2005 (inception) to September 30, 2008 includes $23,667, $83,667
      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
      Corporation, an affiliate of InterAmerican Capital Partners II LLC, an entity
      wholly-owned by certain of the Company’s executive officers, together with one
      of the Company’s special advisors, purchased $1,500,000 of warrants from the
      Company at a purchase price of $1.50 per warrant, each to purchase one share
      of
      the Company’s common stock. Sintrim Capital Corp and one of the Company’s
      special advisors have further agreed that the warrants purchased by them
      pursuant to this agreement will not be sold or transferred, except to one or
      more affiliates, until after the Company has completed a business combination.
      The proceeds from the sale of the warrants was deposited into the Trust Account
      and is part of the amount payable to the Public Stockholders in the event of
      the
      liquidation of the Trust Account as part of the Company’s plan of dissolution
      and distribution. Similarly, the purchase price will become part of any
      redemption amount paid to redeeming stockholders. The warrant purchase agreement
      also grants certain registration rights to Sintrim Capital Corp., InterAmerican
      Capital Partners II LLC and one of the Company’s special advisors with respect
      to the warrants purchased and the shares of our common stock issuable upon
      exercise of the warrants.





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





We
      issued
      to certain of our founding stockholders warrants to purchase an aggregate of
      185,000 shares of our common stock, pursuant to agreements dated as of May
      21,
      2008.  Under the terms of the May 21, 2008 warrant agreements, the
      warrants are immediately exercisable at an exercise price of $.01 and expire
      on
      the earlier of ( *x* )
      January
      31, 2009 if a business combination is consummated in 2008 or 90 days after
      the
      consummation of a business combination if such business combination occurs
      in
      2009 or (y) September 4, 2009.  The warrants are subject to the same
      restrictions as the original shares held by the Company’s founding stockholders,
      including the restriction from selling or transferring the warrants, or any
      common stock underlying them, until September 4, 2009 (the “Restricted
      Period”).  During the Restricted Period, no sale or transfer or other
      disposition of the warrants, or any common stock underlying them, can be made
      except for certain limited exceptions as set forth in the warrant
      agreements.  The issuance of the warrants on May 21, 2008 was made
      pursuant to the exemption from the registration provisions of the Securities
      Act
      of 1933, as amended (the “Securities Act”), provided by Section 4(2) of the
      Securities Act and Regulation D promulgated thereunder.  The warrants
      and underlying common stock have not been registered under the Securities Act
      and may not be offered or sold in the United States absent registration or
      an
      applicable exemption from registration requirements. The value of the warrants
      was determined by our board of directors to be $783,860 ($4.24 per share) 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 Restriction Period and the common shares have
      no rights to the amounts in the Trust Account upon liquidation. The discounts
      for the post-vesting restrictions were estimated by applying a probability
      to
      our successful completion of a business combination and discounting the
      resulting value for trading restrictions and illiquidity following the
      prospective exercise of the options. A tax deduction for such expense will
      be
      available to us at such time as the options are exercised by the holders (if
      ever). If we successfully conclude a business combination, we believe that
      the
      exercise of the options is highly likely. However, because of uncertainty about
      the exercise of the options, we have taken a reserve of 100% for deferred taxes
      associated with the option expense.


10





**7.
      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.





**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.





**8.
      Income Taxes**





The
      provision for income taxes consists of the following:





Nine Months Ended
              September 30, 2008
            
            Nine Months Ended
              September 30, 2007Current:Federal
            
            $
            170,237
            
            $
            4,335State
            
            
            48,976
            
            
            2,858Deferred:Federal
            
            
            (302,555
            )
            
            -State
            
            
            -
            
            
            -Total
            
            $
            (83,342
            )
            $
            7,193





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.


11





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





September 30, 2008
            
            December 31, 2007Effect of expenses deferred for purposes of calculating income
                tax
            
            
            666,250
            
            
            67,563Valuation allowance
            
            
            (306,084
            )
            
            (9,953
            )Total
            
            $
            360,166
            
            $
            57,610





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:





Nine months ended
                September 30, 2008
              
              Nine months ended
                September 30, 2007Statutory
                  federal income tax rate
              
              
              34.0
              %
              
              34.0
              %State
                  and local income tax rate
              
              
              5.9
              %
              
              5.9
              %Change
                  in valuation allowance
              
              
              (31.1
              )%
              
              (27.5
              )%Effective
                  income tax rate
              
              
              8.8
              %
              
              12.4
              %





In
      recognition of the uncertainty regarding the ultimate amount of income tax
      benefits to be derived, the Company recorded a full valuation allowance that
      was
      partially relieved following the Offering. Because of limitations on loss
      carrybacks applicable to state income taxes, the Company continued to record
      a
      valuation reserve for deferred state tax assets at September 30, 2008 and
      December 31, 2007.





**9.
      Proposed Merger**





Effective
      May 15, 2008, the Company became party to a definitive stock purchase agreement
      to acquire 89.6% of the fully-diluted shares of Sing Kung Limited, a
      privately-held company based in the British Virgin Islands that provides city
      planning, infrastructure development, urban land improvement, and older-city
      redevelopment to municipalities in China (“Sing Kung”). Sing
      Kung
      was formed in the British Virgin Islands in 2007 for the sole purposes of
      acquiring a 100% interest in Century City Infrastructure Co., Ltd. (“Century
      City”). Century City was also formed in 2007 and registered as a wholly-owned
      foreign enterprise in China, for the purpose of acquiring a 100% interest in
      Shanghai New Century City Development, Ltd. (“SNC”), which is the entity through
      which Sing Kung conducts most of its business in China. The acquisition of
      SNC
      by Century City is not yet complete, but Century City controls and has a 100%
      economic interest in SNC as a result of agreements that have been executed
      between Century City and the SNC stockholders. The closing of the acquisition
      is
      pending and will be completed upon settlement of certain accounts receivable
      and
      receipt of requisite government approvals.





Pursuant
      to the stock purchase agreement, IAG formed a 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 party to the stock
      purchase agreement will receive in the aggregate (i) 47,000,000 shares of CNC
      common stock *plus* (ii) the right to receive an additional 13.5 million shares if the
      following net income targets are met in each of the years shown
      below:


12





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





CNC
      also
      intends to make an exchange offer of one share of CNC common stock for each
      of
      the remaining 5,463,718 shares of Sing Kung (calculated on a fully-diluted
      basis) that are held by Sing Kung Stockholders who are not parties to the stock
      purchase agreement. The acquisition is expected to be consummated in the fourth
      quarter of 2008, after the required approval by the Company’s stockholders and
      the fulfillment of certain other closing conditions. Following the closing
      of
      the transaction, the post-transaction public company will be renamed China
      New
      City Construction Co. Ltd. In addition, the Company will seek to list its shares
      on the NASDAQ Stock Market.





Recent
      changes in market conditions have increased the risk the acquisition of Sing
      Kung cannot be completed on the terms set forth in the May 15, 2008 stock
      purchase agreement. Following negotiations between the parties, their respective
      management and boards of directors are giving consideration to modified
      transaction terms.





The
      Company has incurred and expensed approximately $307,000 of costs related to
      the
      proposed transaction with Sing Kung as of September 30, 2008. For a more
      complete discussion of our proposed business combination, see our amended proxy
      filed with the SEC on November 7, 2008.





**10.
      Liquidity**





In
      addition to those initial proceeds not deposited in the trust fund, we are
      permitted to deduct up to $950,000 of interest income from the trust fund to
      fund our working capital requirements and the costs of pursuing a business
      combination. Additional withdrawals from interest earned on the trust fund
      are
      permitted to pay taxes. As of September 30, 2008 we had withdrawn $715,000
      of
      the amount permitted for working capital purposes, leaving $235,000 to be
      withdrawn if there is sufficient interest income to do so. As of September
      30,
      2008, we had liabilities, other than taxes payable and deferred underwriting
      fees, net of cash, equal to $338,956, an amount that exceeds our potential
      available working capital draw by $103,956. 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.





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


13


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





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





**Forward
      Looking Statements**





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





**Overview**





InterAmerican
      Acquisition Group, Inc. was formed on May 10, 2005, to serve as a vehicle to
      effect a merger, capital stock exchange, asset acquisition or other similar
      business combination with an operating business. We intend to utilize cash
      derived from the proceeds of our recently completed public offering, our capital
      stock, debt or a combination of cash, capital stock and debt, in effecting
      a
      business combination.  Effective May 15, 2008, we entered into a
      definitive stock purchase agreement to acquire 89.6% of the fully-diluted shares
      of Sing Kung.  There can be no assurance that the Company will be able
      to complete a transaction with Sing Kung, or any other business
      combination.





**Recent
      Developments/Proposed Merger**





Sing
      Kung
      is a privately-held company based in the British Virgin Islands that provides
      city planning, infrastructure development, urban land improvement, and
      older-city redevelopment to municipalities in China. Sing
      Kung
      was formed in the British Virgin Islands in 2007 for the sole purpose of
      acquiring a 100% interest in Century City. Century City was also formed in
      2007
      and registered as a wholly-owned foreign enterprise in China, for the purpose
      of
      acquiring a 100% interest in SNC, which is the entity through which Sing Kung
      conducts most of its business in China. The acquisition of SNC by Century City
      is not yet complete, but Century City controls and has a 100% economic interest
      in SNC as a result of agreements that have been executed between Century City
      and the SNC stockholders. The closing of the acquisition is pending and will
      be
      completed upon settlement of certain accounts receivable and receipt of
      requisite government approvals.





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


14





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





CNC
      also
      intends to make an exchange offer of one share of CNC common stock for each
      of
      the remaining 5,463,718 shares of Sing Kung (calculated on a fully-diluted
      basis) that are held by Sing Kung Stockholders who are not parties to the stock
      purchase agreement. The acquisition is expected to be consummated in the fourth
      quarter of 2008, after the required approval by our stockholders and the
      fulfillment of certain other closing conditions. Following the closing of the
      transaction, the post-transaction public company will be renamed China New
      Cities Construction Corporation. In addition, we will seek to list its shares
      on
      the NASDAQ Stock Market. For a more complete discussion of our proposed business
      combination, see our Current Report on Form 8-K filed with the SEC on May 20,
      2008.





Recent
      changes in market conditions have increased the risk the acquisition of Sing
      Kung cannot be completed on the terms set forth in the May 15, 2008 stock
      purchase agreement. Following negotiations between the parties, their respective
      management and boards of directors are giving consideration to modified
      transaction terms.





**Results
      of Operations**





For
      the
      three months and nine months ended September 30, 2008, we had a net loss of
      $126,670 and $872,835 respectively.  We had net income for the three
      and nine months ended September 30, 2007 of $53,830 and $50,558
      respectively.





Interest
      earned in our trust account for the three months ended September 30, 2008 was
      $188,901.  Until we enter into a business combination, we will not
      have revenues other than interest earned on the funds held in trust and we
      may
      incur losses due to managements’ expenses relating to locating a target business
      to acquire.





Expenses
      during the quarter ended September 30, 2008 totaled $366,958 and were comprised
      of: costs associated with maintaining our public filings, corporate standing
      and
      stockholder administrative matters, including legal and accounting fees
      ($21,367); administrative expense related to the trust ($2,941); D&O
      insurance ($16,704); franchise taxes ($37,575); the InterAmerican Advisors
      LLC
      administrative fee ($23,667); costs associated with pursuing a business
      combination ($260,529); investor relations and communications expense ($1,495);
      and other miscellaneous expenses ($2,680). Our provision for income taxes
      amounted to a benefit of $51,387.





Interest
      earned in our trust account for the nine months ended September 30, 2008 was
      $661,346.  Until we enter into a business combination, we will not
      have revenues other than interest earned on the funds held in trust and we
      may
      incur losses due to managements’ expenses relating to locating a target business
      to acquire.





Expenses
      during the nine months ended September 30, 2008 totaled $1,617,523 and were
      comprised of: costs associated with maintaining our public filings, corporate
      standing and stockholder administrative matters, including legal and accounting
      fees ($151,954); administrative expense related to the trust ($8,226); D&O
      insurance ($49,751); franchise taxes ($111,375); the InterAmerican Advisors
      LLC
      administrative fee ($83,667); costs associated with pursuing a business
      combination ($417,344); interest expense ($3,411); investor relations and
      communications expense ($3,075); other miscellaneous expenses ($4,860); and
      $783,860 incurred during the second quarter as a result of the issuance of
      options to our management, directors and a special advisor (as described below
      in Part II Item 2: Unregistered sales of equity securities and use of proceeds).
      Our provision for income taxes amounted to a benefit of
      ($83,342).


15





Expenses
      during the quarter ended September 30, 2007 totaled $51,530 and were comprised
      of: costs associated with maintaining our public filings, corporate standing
      and
      stockholder administrative matters ($14,455); administrative expense related
      to
      the trust ($8,468); D&O insurance ($8,450); taxes ($7,193); the
      InterAmerican Advisors LLC administrative fee ($6,333); costs associated with
      pursuing a business combination ($4,759); and interest expense ($1,872 of which
      $1,668 was accrued on notes payable to InterAmerican Advisors,
      LLC).





Expenses
      during the nine months ending September 30, 2007 totaled $54,802 and included
      $27 of administrative expenses and $3,245 of additional interest expense on
      notes payable to InterAmerican Advisors, LLC beyond the expenses incurred by
      us
      during the quarter ended September 30, 2007.





We
      had no
      income prior to the establishment of the trust account on September 11,
      2007.  Interest earned in our trust account for the three months ended
      September 30, 2007 was $105,360.





**Financial
      Condition and Liquidity**





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





In
      addition to those initial proceeds not deposited in the trust fund, we are
      permitted to deduct up to $950,000 of interest income from the trust fund to
      fund our working capital requirements and the costs of pursuing a business
      combination. Additional withdrawals from interest earned on the trust fund
      are
      permitted to pay taxes. As of September 30, 2008 we had withdrawn $715,000
      of
      the amount permitted for working capital purposes, leaving $235,000 to be
      withdrawn if there is sufficient interest income to do so. As of September
      30,
      2008, we had liabilities, other than taxes payable and deferred underwriting
      fees, net of cash, equal to $338,956, an amount that exceeds our potential
      available working capital draw by $103,956. 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.





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


16





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





Commencing
      on September 5, 2007 and ending 12 months thereafter, we began incurring a
      fee
      from InterAmerican Advisors, LLC, an affiliate of William C. Morro, our chairman
      of the board and chief executive officer, and Richard N. Sinkin, our chief
      operating officer, of $10,000 per month for certain administrative
      services.  In addition, in May 2005, July and November 2006 and March
      and June 2007, InterAmerican Advisors, LLC advanced an aggregate of $140,500
      to
      us for payment on our behalf of offering expenses. These loans, together with
      interest thereon were repaid following our initial public offering from the
      proceeds of the offering.





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





**ITEM
      3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
      RISK**





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





**ITEM
      4. CONTROLS AND PROCEDURES**





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





As
      required by Rules 13a-15 and 15d-15 under the Exchange Act, our chief executive
      and financial officer carried out an evaluation of the effectiveness of the
      design and operation of our disclosure controls and procedures as of September
      30, 2008. 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.


17





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, 2007.  The risks
      described in our Prospectus and Annual Report are not the only risks facing
      our
      Company.  Additional risks and uncertainties not currently known to us
      or that we currently deem to be immaterial also may materially adversely affect
      our business, financial condition and/or operating results.  Other
      than risks specifically associated with the Sing Kung stock purchase and our
      limited liquidity as discussed above under the heading “Financial Condition and
      Liquidity”, there have been no material changes from the risk factors previously
      disclosed on Item 1A of our Annual Report on Form 10-K for the year ended
      December 31, 2007. In addition, we have filed an amended proxy/registration
      statement on Form S-4 dated as of November 7, 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
      proxy/registration statement 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.


18





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





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





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





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





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





**ITEM
      3. DEFAULTS UPON SENIOR SECURITIES**





None





**ITEM
      4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS**





None


19





**ITEM
      5. OTHER INFORMATION**





**Agreement
      with Chardan Capital Markets LLC**





On
      September 4, 2008, the Company entered into a definitive agreement to engage
      CCM
      to advise the Company and provide various support services in connection with
      the prospective acquisition of an operating business (as further described
      in
      ITEM 1, Note 9) (the “Transaction”). The support services to be provided by CCM
      include advising on valuation and planning matters related to the Transaction,
      assisting with the structuring of the terms of future amendments to the
      Transaction (if any), arranging meetings with investors that CCM determines
      are
      likely to be interested in owning or acquiring the securities of the Company
      or
      the combined companies following the Transaction, facilitating introductions
      to
      research organizations to increase awareness about the Company and the
      Transaction, leveraging CCM’s relationships with other financial institutions to
      provided needed finance strategy and support and such other matters in related
      to the Transaction that the Company and CCM agree.





Subject
      to certain early termination rights of the Company and CCM, the engagement
      period extends through the final date in which the Company may complete a
      business combination, September 5, 2009. If the Transaction is consummated,
      the
      engagement period extends for two years and the scope of the engagement is
      revised to focus on the provision of advice by CCM regarding future funding
      and
      securities matters of the combined companies.





Compensation
      of CCM is contingent on consummation of the Transaction and has been set as
      0.5%
      of the market capitalization of the combined companies for the 10 trading days
      prior to and following the closing of the Transaction plus an additional amount
      equal to 0.15% of the market capitalization of the combined companies if the
      share price of the combined companies exceeds $10 per share during the 10
      trading days following the closing of the Transaction. In addition, CCM is
      entitled to reimbursement of certain reasonable expenses incurred in the
      performance of the engagement. The compensation for services following
      consummation of the Transaction shall be as mutually agreed by CCM and the
      combined company.





The
      agreement described above was approved by the board of directors of the Company
      in a meeting held on August 26, 2008, subject to negotiation of final terms
      by
      CCM and the Company’s management.





The
      foregoing summary of the proposed transactions and the engagement agreement
      with
      CCM is subject to, and qualified in its entirety by, the full text of the
      engagement agreement, which is attached as an exhibit to a Form 8-K filed by
      the
      Company with the SEC on September 5, 2008.


20





**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.


21





**SIGNATURES**





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





**INTERAMERICAN
                ACQUISITION GROUP INC.****By:**
            **/s/
                William C.
                Morro****Name:**
            **William
                C. Morro****Title:**
            **Chief
                Executive Officer**





Dated:  November
      14, 2008


22