UNITED STATES
                                        SECURITIES AND EXCHANGE COMMISSION
                                               Washington, DC 20549

FORM 10-Q

(Mark One)

||X| |  | QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|--- |  | ---------------------------------------------------------------------------------------

For the quarterly period ended June
30, 2007.

or

||_| |  | 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 001-33629

ALTERNATIVE ASSET
MANAGEMENT ACQUISITION CORP. (Exact Name of Registrant as Specified in Its
Charter)

|Delaware                        | 20-8450938         
|------------------------------- | -------------------
|(State or Other Jurisdiction of | (I.R.S. Employer   
|Incorporation or Organization)  | Identification No.)

590 Madison Avenue,
35th Floor, New York, NY 10022 (Address of Principal Executive Offices)
(Zip Code)

(212) 409-2434
(Registrants Telephone Number, Including Area Code)N/A Former Name, Former Address
and Former Fiscal year, if Changed Since Last Report

Indicate by check mark whether the
registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 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 |_|         No
|X|

Indicate by check mark whether the
registrant is a large accelerated filer, an accelerated filer, or a non-accelerated
filer. See definition of accelerated filer and large accelerated filer in Rule 12b-2 of
the Exchange Act. (Check one):

|Large accelerated filer |_| | Accelerated filer |_| | Non-accelerated filer
|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
|_|

As of September 14, 2007 there were
51,750,000 shares of common stock, par value $.0001 per share, issued and outstanding.

| | 1 | 
| | - | 

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ALTERNATIVE ASSET
MANAGEMENT ACQUISITION CORP.

FORM 10-Q

FOR THE QUARTER
ENDED JUNE 30, 2007

INDEX

|                              | Pages   
|----------------------------- | --------
|Part I. Financial Information |         
|                              |         
|                              | Item 1. 
|                              |         
|                              |         
|                              |         
|                              |         
|                              |         
|                              |         
|                              |         
|                              |         
|                              |         
|                              |         
|                              |         
|                              | Item 2. 
|                              |         
|                              | Item 3. 
|                              |         
|                              | Item 4. 
|                              |         
|Part II.Other Information     |         
|                              |         
|                              | Item 1. 
|                              |         
|                              | Item 1A.
|                              |         
|                              | Item 2. 
|                              |         
|                              | Item 3. 
|                              |         
|                              | Item 4. 
|                              |         
|                              | Item 5. 
|                              |         
|                              | Item 6. 
|                              |         
|Signatures                    | 19      

| | 2 | 
| | - | 

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Forward-Looking
Statements

This
report, and the information incorporated by reference in it, include forward-looking
statements within the meaning of Section 27A of the Securities Act of 1933, as amended,
and Section 21E of the Securities Exchange Act of 1934, as amended (the Exchange Act).
Our forward-looking statements include, but are not limited to, statements regarding our
or our managements expectations, hopes, beliefs, intentions or strategies regarding the
future. In addition, any statements that refer to projections, forecasts or other
characterizations of future events or circumstances, including any underlying
assumptions, are forward-looking statements. The words anticipates, believe,
continue, could, estimate, expect, intends, may, might, plan, possible,
potential, predicts, project, should, would and similar expressions may
identify forward-looking statements, but the absence of these words does not mean that a
statement is not forward-looking. Forward-looking statements in this report  may
include, for example, statements about our:

| |  | ability
to complete our initial business combination;
| | - | -----------------------------------------------------

| |  | success
in retaining or recruiting, or changes required in, our officers, key employees or
directors following our initial business combination;
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------

| |  | officers
and directors allocating their time to other businesses and potentially
having conflicts of interest with our business or in approving our initial
business combination, as a result of which they would then receive expense
reimbursements;
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | potential
ability to obtain additional financing to complete our initial business
combination;
| | - | ----------------------------------------------------------------------------------------------

| |  | pool
of prospective target businesses;
| | - | --------------------------------------

| |  | the
ability of our officers and directors to generate a number of potential
investment opportunities;
| | - | -----------------------------------------------------------------------------------------------------

| |  | potential
change in control if we acquire one or more target businesses for stock;
| | - | ----------------------------------------------------------------------------------

| |  | our
public securities potential liquidity and trading;
| | - | -------------------------------------------------------

| |  | listing
or delisting of our securities from the American Stock Exchange or the ability to
have our securities listed on the American Stock Exchange following
our initial business combination;
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | use
of proceeds not held in the trust account or available to us from interest income
on the trust account balance; or
| | - | ----------------------------------------------------------------------------------------------------------------------

| |  | financial
performance.
| | - | ----------------------

The
forward-looking statements contained or incorporated by reference in this report are
based on our current expectations and beliefs concerning future developments and their
potential effects on us and speak only as of the date of such statement. There can be no
assurance that future developments affecting us will be those that we have anticipated.
These forward-looking statements involve a number of risks, uncertainties (some of which
are beyond our control) or other assumptions that may cause actual results or performance
to be materially different from those expressed or implied by these forward-looking
statements. These risks and uncertainties include, but are not limited to, those factors
described under the heading Risk Factors (refer to Part II, Item 1A). Should one or more of these risks or
uncertainties materialize, or should any of our assumptions prove incorrect, actual
results may vary in material respects from those projected in these forward-looking
statements. We undertake no obligation to update or revise any forward-looking
statements, whether as a result of new information, future events or otherwise, except as
may be required under applicable securities laws.

References
in this report to we, us or our company refer to Alternative Asset Management
Acquisition Corp. References to public stockholders refer to purchasers of our
securities by persons other than our founders in, or subsequent to, our initial public
offering.

| | 3 | 
| | - | 

---

PART I - FINANCIAL
INFORMATION

ITEM 1. Financial
Statements.

Alternative Asset
Management Acquisition Corp.                                                                                       (a
development stage company)

Condensed Balance
Sheet (unaudited)

|                                               | June 30, 2007
|---------------------------------------------- | -------------
|Assets                                         |              
|Current assets:                               
|Cash                                           | $125,189     
|                                               |              
|Total current assets                           | 125,189      
|                                               |              
|Deferred offering costs                        | 89,811       
|                                               |              
|Total assets                                   | $ 215,000    
|                                               |              
|Liabilities and Stockholders Equity          
|Current liabilities:                          
|Accrued expenses                               | $  16,000    
|Note payable to stockholder                    | 175,000      
|                                               |              
|Total liabilities                              | 191,000      
|                                               |              
|Commitments and Contingencies                 
|                                               |              
|Stockholders Equity(1)                       
|Preferred stock, $0.0001 par value, authorized
|1,000,000 shares; none issued                  |             
|Common stock, $0.0001 par value; authorized   
|120,000,000 shares(1); issued and outstanding 
|10,350,000                                     | 1,035        
|Additional paid-in capital                     | 23,965       
|Deficit accumulated during development stage   | (1,000       
|                                               |              
|Total stockholders equity                     | 24,000       
|                                               |              
|Total liabilities and stockholders equity     | $215,000     
|                                               |              

|(1) | Share
amounts have been retroactively restated to reflect the increase          in authorized
shares of common stock effective as of May 15, 2007 and          July 27, 2007 and the
effect of a stock dividend issued on July 5, 2007          of 0.226667 shares per share
of outstanding common stock, the effect of          a stock dividend issued on July 27,
2007 of 0.5 shares per share of          outstanding common stock and the effect of a
stock dividend issued on          August 1, 2007 of 0.2 shares per share of outstanding
common stock (See          Note 8).
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

The accompanying notes
are an integral part of these financial statements.

| | 4 | 
| | - | 

---

Alternative Asset
Management Acquisition Corp.
                                                                                      
  (a
development stage company)

Condensed Statements
of Operations (unaudited)

|                                         | April 1, 2007 
through 
June 30, 2007 | January 26, 2007
(inception) through
June 30, 2007
|---------------------------------------- | ------------------------------------- | --------------------------------------------------
|Formation and operating costs            | $                                    |                                                   
|                                         |                                       |                                                   
|Net loss for the period                  | $                                    |                                                   
|                                         |                                       |                                                   
|Weighted average number of common shares
|outstanding  Basic and diluted(1)       | 10,350,000                            |                                                   
|                                         |                                       |                                                   
|Basic and diluted net loss per share(1)  | $           (0.00                     | )                                                 
|                                         |                                       |                                                   

|(1) | Share
amounts and per share data have been retroactively restated to          reflect the
effect of a stock dividend issued on July 5, 2007 of          0.226667 shares per share
of outstanding common stock, the effect of a          stock dividend issued on July 27,
2007 of 0.5 shares per share of          outstanding common stock and the effect of a
stock dividend issued on          August 1, 2007 of 0.2 shares per share of outstanding
common stock (See          Note 8).
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

The accompanying notes
are an integral part of these financial statements.

| | 5 | 
| | - | 

---

Alternative Asset
Management Acquisition Corp.                                                                                      (a
development stage company)

Condensed Statements
of Changes in Stockholders Equity (unaudited)                                                   For the Period January 26, 2007
(inception) through June 30, 2007

|                                             | Common Stock(1) | Additional
paid-in
capital(1) | Deficit
accumulated
during
development stage | Total
stockholders
equity
|-------------------------------------------- | --------------- | ----------------------------- | -------------------------------------------- | --------------------------
|
|Balance, January 26, 2007 (inception)        |                |                               | $                                           |                           
|Issuance of stock to initial stockholders(1) | 10,350,000      |                               | 1,035                                        |                           
|Net loss for the period January 26, 2007    
|(inception) through June 30, 2007            |                |                               |                                             |                           
|                                             |                 |                               |                                              |                           
|Balance, June 30, 2007                       | 10,350,000      |                               | $1,035                                       |                           
|                                             |                 |                               |                                              |                           

|(1) |  | Share
amounts have been retroactively restated to reflect the effect of          a stock
dividend issued on July 5, 2007 of 0.226667 shares per share of          outstanding
common stock, the effect of a stock dividend issued on July          27, 2007 of 0.5
shares per share of outstanding common stock and the          effect of a stock dividend
issued on August 1, 2007 of 0.2 shares per          share of outstanding common stock
(See Note 8).
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

The accompanying notes
are an integral part of these financial statements.

| | 6 | 
| | - | 

---

Alternative Asset
Management Acquisition Corp.
                                                                                      
  (a
development stage company)

Condensed Statement of
Cash Flows (unaudited)

|                                                                                                        | Period from
January 26, 2007
(inception) through
June 30, 2007
|------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------
|Cash Flows from Operating Activities                                                                    |                                                               
|Net loss                                                                                                | $  (1,000)                                                    
|Adjustments to reconcile net loss to net cash                                                          
|used in operating activities:                                                                          
|Changes in operating assets and liabilities:                                                           
|Accrued expenses                                                                                        | 1,000                                                         
|                                                                                                        |                                                               
|Net cash used in operating activities                                                                   |                                                              
|                                                                                                        |                                                               
|Cash Flows from Financing Activities                                                                   
|Proceeds from notes payable, stockholder                                                                | 175,000                                                       
|Proceeds from issuance of stock to initial stockholders                                                 | 25,000                                                        
|Payment of deferred offering costs                                                                      | (74,811)                                                      
|                                                                                                        |                                                               
|Net cash provided by financing activities                                                               | 125,189                                                       
|                                                                                                        |                                                               
|Net increase in cash                                                                                    | 125,189                                                       
|Cash at beginning of the period                                                                         |                                                              
|                                                                                                        |                                                               
|Cash at end of the period                                                                               | $ 125,189                                                     
|                                                                                                        |                                                               
|Supplemental disclosure of non-cash transactions: 
                Accrual for deferred offering costs:
|Deferred offering costs                                                                                 | $   15,000                                                    
|Accrued expenses payable                                                                                | (15,000)                                                      
|                                                                                                        |                                                               
|Total                                                                                                   | $                                                            
|                                                                                                        |                                                               

The accompanying notes
are an integral part of these financial statements.

| | 7 | 
| | - | 

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ALTERNATIVE ASSET
MANAGEMENT ACQUISITION CORP.                                            (a development
stage company)                                                    June 30, 2007

NOTES TO CONDENSED
FINANCIAL STATEMENTS (UNAUDITED)

1.  Interim Financial
Information

These
unaudited condensed financial statements as of June 30, 2007 and for the periods from
April 1, 2007 through June 30, 2007, and January 26, 2007 (inception) through June 30,
2007, have been prepared in accordance with accounting principles generally accepted in
the United States of America for interim financial information and with the instructions
to Form 10-Q. Accordingly, they do not include all of the information and footnotes
required by accounting principles generally accepted in the United States of America for
complete financial statements. In the opinion of management, all adjustments (consisting
of normal recurring accruals) considered necessary for a fair presentation have been
included. Operating results for the interim period presented are not necessarily
indicative of the results to be expected for any other interim period or for the full
year.

These
unaudited condensed financial statements should be read in conjunction with the financial
statements and notes thereto for the period ended August 7, 2007 included in Alternative
Asset Management Acquisition Corp.s Form 8-K filed on August 8, 2007. The accounting
policies used in preparing these unaudited condensed financial statements are consistent
with those described in the August 7, 2007 financial statements.

2. Organization,
Business Operations and Significant Accounting Policies

Alternative
Asset Management Acquisition Corp. (the Company) was incorporated in Delaware on
January 26, 2007 as a blank check company formed for the purpose of acquiring through a
merger, capital stock exchange, asset acquisition, stock purchase, reorganization or
similar business combination, one or more businesses or assets (a Business
Combination). On February 22, 2007, the Company changed its name from Hanover Group
Acquisition Corp. to Hanover-STC Acquisition Corp. On July 6, 2007, the Company changed
its name from Hanover-STC Acquisition Corp. to Alternative Asset Management Acquisition
Corp.

The
Companys financial statements have been retroactively restated to reflect the effect of
a stock dividend of 0.226667 shares of common stock per share of outstanding common stock
issued on July 5, 2007, the effect of a stock dividend of 0.5 shares of common stock per
share of outstanding common stock issued on July 27, 2007 and the effect of a stock
dividend of 0.2 shares of common stock per share of outstanding common stock issued on
August 1, 2007 (See Note 8).

At
June 30, 2007, the Company had not yet commenced any operations. All activity through
June 30, 2007 relates to the Companys formation and the public offering described below.
The Company has selected December 31 as its fiscal year end.

The
Companys ability to commence operations is contingent upon obtaining adequate financial
resources through an initial public offering (the Offering). The Companys management
has broad discretion with respect to the specific application of the net proceeds of the
Offering, although substantially all of the net proceeds of the Offering are intended to
be generally applied toward consummating a Business Combination. There is no assurance
that the Company will be able to successfully effect a Business Combination. Upon the
closing of the Offering, management has agreed that at least approximately $9.72 per
share sold in the Offering will be placed in a trust account (the Trust Account) and
invested in United States government securities within the meaning of Section 2(a) (16)
of the Investment Company Act of 1940 having a maturity of 180 days or less or in money
market funds meeting certain conditions under rule 2a-7 promulgated under the Investment
Company Act of 1940 until the earlier

| | 8 | 
| | - | 

---

of (i) the consummation of its first
Business Combination and (ii) liquidation of the Company. 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 vendors, 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. Two of the Companys officers, have
agreed that they will be personally liable under certain circumstances to ensure that the
proceeds in the Trust Account are not reduced by the claims of target businesses or
vendors or other entities that are owed money by the Company for services rendered,
contracted for or products sold to the Company. However, the agreement entered into by
two of the Companys officers specifically provides for two exceptions to this indemnity;
there will be no liability (1) as to any claimed amounts owed to a third party who
executed a waiver (even if such waiver is subsequently found to be invalid and
unenforceable) or (2) as to any claims under our indemnity of the underwriters of the
Offering against certain liabilities, including liabilities under the Securities Act of
1933, as amended. However, there can be no assurance that they will be able to satisfy
those obligations. The remaining net proceeds of the Offering (not held in the Trust
Account) may be used to pay for business, legal and accounting due diligence on
prospective acquisitions and continuing general and administrative expenses. Except with
respect to interest income that may be released to the Company of (i) up to $3,500,000 of
the interest accrued on the amounts held in the Trust Account (net of tax, if any,
payable by the Company with respect to such interest) will be released to the Company in
monthly installments to fund expenses related to investigating and selecting a target
business or businesses and the Companys other working capital requirements and (ii) any
additional amounts needed to pay income or other tax obligations, the proceeds of the
Offering held in trust will not be released from the Trust Account until the earlier of
the completion of a Business Combination or the Companys liquidation.

The
Company, after signing a definitive agreement for a Business Combination with a target
business or businesses, is required to submit such transaction for stockholder approval.
In the event that the stockholders owning 30% or more of the shares sold in the Offering
vote against the Business Combination and exercise their conversion 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 and directors of the
Company (Initial Stockholders) have agreed to vote all of their founders common stock
(the Founders Common Stock) 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 apply.

The
Hanover Group or one of its affiliates, STC Investment Holdings LLC, an entity affiliated
with Michael J. Levitt, our chairman of the board, and Solar Capital, LLC, an entity
affiliated with Michael S. Gross, one of our directors, have entered into agreements with
Citigroup Global Markets Inc., in accordance with Rule 10b5-1 under the Securities
Exchange Act of 1934, pursuant to which they will each place limit orders for up to
$10,000,000 of our common stock, or $30,000,000 in the aggregate, commencing on the later
of ten business days after we file our Current Report on Form 8-K announcing our
execution of a definitive agreement for an initial business combination and 60 days after
termination of the restricted period in connection with this offering under Regulation
M of the Exchange Act and ending on the business day immediately preceding the record
date for the meeting of stockholders at which such initial business combination is to be
approved, or earlier in certain circumstances (the Buyback Period). These limit orders
will require the stockholders to purchase any of our shares of common stock offered for
sale at or below a price equal to the per share amount held in our Trust Account as
reported in such Form 8-K, until the earlier of the expiration of the Buyback Period or
until such purchases reach $30,000,000 in total. The purchase of such shares will be made
by Citigroup Global Markets Inc. or another broker dealer mutually agreed upon by
Citigroup Global Markets Inc and these stockholders. It is intended that such purchases
will comply with Rule 10b-18 under the Exchange Act and the brokers purchase obligation
is otherwise subject to applicable law. Each of these stockholders may vote these shares
in any way they choose at the stockholders meeting to approve our initial Business
Combination. As a result, the Hanover Group, STC Investment Holdings LLC and Solar
Capital, LLC may be able to influence the outcome of a specific business combination.
However, these stockholders will not be permitted to exercise conversion rights in the
event they vote against an initial business combination that is approved; provided that
these stockholders will participate in any liquidation distributions with respect to any
shares of common stock purchased by them following consummation of the offering,
including shares purchased pursuant to such limit orders, in the event we fail to
complete an initial business combination. In addition, these stockholders have agreed
that they will not sell or transfer any shares of common stock purchased by them pursuant
to these agreements until one year after the Company has completed an initial Business
Combination. The stock purchases

| | 9 | 
| | - | 

---

made pursuant to the limit orders
described above are not anticipated to have any effect upon the Company or its financial
statements.

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
convert his or her shares into cash from the Trust Account. The per share conversion
price will equal the amount in the Trust Account, calculated as of two business days
prior to the consummation of the proposed Business Combination, divided by the number of
shares of common stock held by Public Stockholders at the consummation of the Offering.
Accordingly, Public Stockholders holding up to 30% of the aggregate number of shares
owned by all Public Stockholders (minus one share) may seek conversion of their shares in
the event of a Business Combination. Such Public Stockholders are entitled to receive
their per share interest in the Trust Account computed without regard to the shares held
by Initial Stockholders.

The
Companys Certificate of Incorporation was amended on August 1, 2007 to provide that the
Company will continue in existence only until 24 months from the effective date of the
registration statement relating to the Offering (Effective Date), or August 1, 2009. If
the Company has not completed a Business Combination by such date, its corporate
existence will cease except for the purposes of liquidating and winding up its affairs.
In the event of liquidation, it is possible 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 Unit in the Offering.

Loss Per Share:

Loss
per share is computed by dividing net loss by the weighted-average number of shares of
common stock outstanding during the period. Since there are no potentially dilutive
securities and there is a net loss, basic and diluted loss per share are identical.

Income Taxes:

Deferred
income taxes, if applicable, are provided for the differences between the basis 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.

On
January 26, 2007, the Company adopted the provisions of Financial Accounting Standards
Board (FASB) Interpretation No. 48, Accounting for Uncertainty in Income Taxes  an
interpretation of FASB Statement No. 109 (FIN 48). FIN 48 clarifies the accounting for
uncertainty in income taxes recognized in an enterprises financial statements in
accordance with SFAS No. 109, Accounting for Income Taxes, and prescribes a recognition
threshold and measurement process for financial statement recognition and measurement of
a tax position taken or expected to be taken in a tax return. For those benefits to be
recognized, a tax position must be more-likely-than-not to be sustained upon examination
by taxing authorities. FIN 48 also provides guidance on derecognition, classification,
interest and penalties, accounting in interim period, disclosure and transition.

The
Company has identified its federal tax return and its state tax return in New York as
major tax jurisdictions, as defined. Based on the Companys evaluation, it has been
concluded that there are no significant uncertain tax positions requiring recognition in
the Companys financial statements. Since the Company was incorporated on January 26,
2007 the evaluation was performed for the 2007 tax year. The Company believes that its
income tax positions and deductions would be sustained on audit and does not anticipate
any adjustments that would result in a material change to its financial position.

The
Companys policy for recording interest and penalties associated with audits is to record
such items as a component of income tax expense. There were no amounts accrued for
penalties or interest as of or during the period from January 26, 2007 (inception)
through June 30, 2007. The Company does not expect its unrecognized tax benefit position
to change during the next twelve months. Management is currently unaware of any issues
under review that could result in significant payments, accruals or material deviations
from its position. The adoption of the provisions of FIN 48 did not have a material
impact on the Companys financial position, results of operations and cash flows.

| | 10 | 
| | -- | 

---

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 and disclosure of
contingent 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 considers all highly liquid investments purchased with an original maturity of
three months or less to be cash equivalents. Cash equivalents are carried at cost, which
approximates fair value.

SFAS
No. 105, Disclosure of Information about Financial Instruments with Off-Balance Sheet
Risk and Financial Instruments with Concentration of Credit Risk, requires disclosure of
significant concentrations of credit risk regardless of the degree of risk. At June 30,
2007, financial instruments that potentially expose the Company to credit risk consist of
cash. The Company maintains its cash balances in a financial institution.
Management believes the risk of loss to be minimal since it intends to invest the
proceeds from its Offering (see Note 9) in or through major financial institutions.

3. Initial Public
Offering

The
Offering calls for the Company to offer for public sale 36,000,000 Units at a proposed
offering price of $10.00 per Unit (plus up to an additional 5,400,000 units solely to
cover over-allotments, if any). Each Unit consists of one share of the Companys common
stock and one Redeemable Common Stock Purchase Warrant (Warrant). Each Warrant will
entitle the holder to purchase from the Company one share of common stock at an exercise
price of $7.50 commencing the later of the completion of a Business Combination or
fifteen months from the Effective Date and expiring five years from the Effective Date.
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 $14.25 per share for any 20 trading days within a 30 trading day
period ending on the third day prior to the date on which the notice of redemption is
given. In accordance with the warrant agreement relating to the Warrants sold and issued
in the Offering, the Company is only required to use its best efforts to maintain the
effectiveness of the registration statement covering the Warrants. The Company will not
be obligated to deliver securities, and there are no contractual penalties for failure to
deliver securities, if a registration statement is not effective at the time of exercise.
Additionally, in the event that a registration is not effective at the time of exercise,
the holder of such Warrant shall not be entitled to exercise such Warrant an in no event
(whether in the case of a registration statement not being effective or otherwise) will
the Company be required to net cash settle the warrant exercise. Consequently, the
Warrants may expire unexercised and unredeemed.

The
Company has agreed to pay  the underwriters in the Offering an underwriting discount of 7% of the
gross proceeds and will not pay any discount related to the warrants sold in the private
placement. However, the underwriters have agreed that 3.25% of the underwriting discount
will not be payable unless and until the Company completes a Business Combination and
have waived their right to receive such payment upon the Companys liquidation if it is
unable to complete a Business Combination.

The
Registration Statement for the Companys initial public offering was declared effective
August 1, 2007 and on August 7, 2007 the Company consummated the Offering (see Note 9).

4. Offering Costs

At
June 30, 2007 deferred offering costs consisted of legal and accounting fees incurred
through the balance sheet dates that are related to the Offering and were  subsequently charged to
capital at the time of the closing of the Offering  (see Note 9).

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5. Note Payable,
Stockholder

On
February 23, 2007, the Company borrowed $175,000 and issued an unsecured promissory note
to Mark Klein, the Companys Chief Executive Officer, President and a Director. The note
is non-interest bearing and is payable upon the consummation of the Offering. Due to the
short-term nature of the note, the fair value of the note approximates its carrying
amount. The note was  repaid in August 2007.

6. Commitments and
Contingencies

The
Company presently occupies office space provided by an affiliate of one of the Companys
executive officers. 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 commencing on August 1, 2007.

Pursuant
to letter agreements dated July 31, 2007 with the Company, the Initial Stockholders have
waived their right to receive distributions with respect to the Founders Common Stock
upon the Companys liquidation. They will participate in any liquidation distribution
with respect to any shares of common stock acquired in connection with or following the
Offering.

7. Preferred Stock

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

The
Companys certificate of incorporation prohibits it, prior to a Business Combination,
from issuing preferred stock which participates in the proceeds of the Trust Account or
which votes as a class with the common stock on a Business Combination.

8. Common Stock

On
July 27, 2007, the Companys Certificate of Incorporation was amended to reflect an
increase in the authorized shares of common stock from 60,000,000 shares of common stock
to 120,000,000 shares of common stock. All references in the accompanying financial
statements as of June 30, 2007 and for the period January 26, 2007 (inception) through
June 30, 2007 to the number of shares of common stock have been retroactively restated to
reflect this transaction.

On
February 25, 2007, the Company issued 10,350,000 shares of common stock to its initial
stockholders (after giving effect to stock dividends of 0.226667 shares per share of
outstanding common stock issued on July 5, 2007, 0.5 shares per share of outstanding
common stock issued on July 27, 2007 and 0.2 shares per share of outstanding common stock
issued on August 1, 2007), for $25,000 in cash, at a purchase price of approximately
$0.002 per share.

9. Subsequent Event

The
registration statement for the Offering was declared effective on August 1, 2007. The
Company consummated the Offering on August 7, 2007 and received net proceeds of
approximately $397.8 million and $4.625 million from the sale of the sponsor warrants on a private placement
basis. The Company sold 41,400,000 Units, including 5,400,000 Units pursuant to the
underwriters over-allotment option, at the offering price of $10.00 per Unit. Each Unit
consists of one share of the Companys common stock and one Warrant. Each Warrant will
entitle the holder to purchase from the Company one share of common stock at an exercise
price of $7.50 commencing the later of the completion of a Business Combination or
November 1, 2008 and expiring July 31, 2012. 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

| | 12 | 
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the event that the last sale price
of the common stock is at least $14.25 per share for any 20 trading days within a 30
trading day period ending on the third day prior to the date on which the notice of
redemption is given. In accordance with the warrant agreement relating to the Warrants
sold and issued in the Offering, the Company is only required to use its best efforts to
maintain the effectiveness of the registration statement covering the Warrants. The
Company will not be obligated to deliver securities, and there are no contractual
penalties for failure to deliver securities, if a registration statement is not effective
at the time of exercise. Additionally, in the event that a registration is not effective
at the time of exercise, the holder of such Warrant shall not be entitled to exercise
such Warrant and in no event (whether in the case of a registration statement not being
effective or otherwise) will the Company be required to net cash settle the warrant
exercise. Consequently, the Warrants may expire unexercised and unredeemed.

The
Company entered into an agreement with the underwriters of the Offering (the
Underwriting Agreement). The Underwriting Agreement requires the Company to pay 3.75%
of the gross proceeds of the Offering as an underwriting discount plus an additional
3.25% of the gross proceeds only upon consummation of a Business Combination. The Company
paid an underwriting discount of 3.75% of the gross proceeds ($15,525,000) in connection
with the consummation of the Offering and has placed 3.25% of the gross proceeds
($13,455,000) in the Trust Account. The Company did not pay any discount related to the
warrants sold in the private placement. The underwriters have waived their right to
receive payment of the 3.25% of the gross proceeds upon the Companys liquidation if it
is unable to complete a Business Combination.

Pursuant
to a Sponsors Warrants Securities Purchase Agreement dated July 6, 2007, certain of the Initial
Stockholders have purchased from the Company, in the aggregate, 4,625,000 warrants for
$4,625,000 (the Sponsors Warrants). The purchase and issuance of the Sponsors
Warrants occurred simultaneously with the consummation of the Offering on a private
placement basis. All of the proceeds the Company received from these purchases were
placed in the Trust Account. The Sponsors Warrants are identical to the Warrants
included in the Units sold in the Offering, except that (i) the Sponsors Warrants are
non-redeemable so long as they are held by any of the sponsors or their permitted
transferees and (ii) will not be exercisable while they are subject to certain transfer
restrictions. If the Company does not complete a Business Combination then the $4,625,000
will be part of the liquidating distribution to the Companys public stockholders, and
the Sponsors Warrants will expire worthless. The purchasers of the Sponsors Warrants
have agreed that the Sponsors Warrants will not be sold or transferred by them until
after the Company has completed a Business Combination.

Pursuant
to a Registration Rights Agreement dated August 1, 2007, the Initial Stockholders,
holders of the Sponsors Warrants (or underlying securities) and holders of shares
purchased in accordance with to Rule 10b5-1 under the Securities Exchange Act of 1934
during the Buyback Period will be entitled to registration rights with respect to the
Founders Common Stock or Sponsors Warrants (or underlying securities), as the case may
be. The holders of the majority of the Founders Common Stock are entitled to elect to
exercise these registration rights at any time commencing three months prior to the date
on which the Founders Common Stock is to be released from escrow. The holders of the
majority of the Sponsors Warrants (or underlying securities) are entitled to demand that
the Company register such securities at any time after the Company consummates a Business
Combination. The holders of shares purchased pursuant to Rule 10b5-1 during the Buyback
Period are entitled to demand that the Company register such securities commencing nine
months after the Company consummates a Business Combination. In addition, the Initial
Stockholders and holders of the Sponsors Warrants (or underlying securities) have
certain piggyback registration rights on registration statements filed after the
Companys consummation of a Business Combination.

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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 10-Q including,
without limitation, statements under Managements Discussion and Analysis of Financial
Condition and Results of Operations regarding our financial position, business strategy
and the plans and objectives of management for future operations, are forward looking
statements within the meaning of the Private Securities Litigation Reform Act of 1995,
Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act
of 1934. 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

We
are a blank check company, formed on January 26, 2007, to effect a merger, capital stock
exchange, asset acquisition, stock purchase, reorganization or similar business
combination with one or more businesses or assets. Initially, we will be targeting
businesses in the alternative asset management sector, but we may acquire a business
outside of that sector. We intend to effect an initial business combination using cash
from the proceeds of our recently completed initial public offering and the private
placements of the sponsors warrants, our capital stock, debt or a combination of cash,
stock and debt. On August 7, 2007, we completed our initial public offering of 41,400,000
units (including 5,400,000 units pursuant to the underwriters over-allotment option) at
a price of $10 per unit. We received net proceeds of approximately $397.8 million from our
Offering.

Pursuant
to a Sponsors Warrants Securities Purchase dated July 6, 2007, certain of the Initial
Stockholders have purchased from the Company, in the aggregate, 4,625,000 Sponsors
Warrants for $4,625,000. The purchase and issuance of the Sponsors Warrants occurred
simultaneously with consummation of the Offering on a private placement basis. All of the
proceeds we received from these purchases were placed in the Trust Account.

For
a description of the proceeds generated in our initial public offering and a discussion
of the use of such proceeds, we refer you to Note 9 of the unaudited condensed financial
statements included in Part I, Item I of this Quarterly Report on Form 10-Q and Part II,
Item 2 of this Quarterly Report on Form 10-Q.

We
intend to utilize cash derived from the proceeds of our recently completed initial public
offering, our capital stock, debt or combination of cash, capital stock and debt, to
effect a Business Combination.

Results of Operations
and Known Trends or Future Events

For
the three months ended June 30, 2007 and for the period from January 26, 2007 (inception)
through June 30, 2007, we had a net loss of $0 and $1,000, respectively. We incurred
costs of $89,811 with regard to the Offering which were classified as deferred offering
costs on our balance sheet.

Our
entire activity from January 26, 2007 (inception) through June 30, 2007 has been to
prepare for our initial public offering. We believe that we have sufficient funds
available to complete our efforts to effect a Business Combination with an operating
business within the required 24 months from the Effective Date.

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Liquidity and Capital
Resources

As
of June 30, 2007, we have cash of $125,189. Until the initial public offering, as
described above, our only source of liquidity was a loan made by a stockholder. As of
June 30, 2007, we owed this stockholder $175,000. Our liabilities were all related to
costs associated with the Offering. The promissory note related to the loan from a
stockholder was repaid out of the proceeds of the Offering.

Off-Balance Sheet
Financing Arrangements

We
have no obligations, assets or liabilities which would be considered off-balance sheet
arrangements. We do not participate in transactions that create relationships with
unconsolidated entities or financial partnerships, often referred to as variable interest
entities, which would have been established for the purpose of facilitating off-balance
sheet arrangements.

The
Company has not entered into any off-balance sheet financing arrangements, established
any special purpose entities, guaranteed any debt or commitments of other entities, or
entered into any non-financial assets.

Contractual Obligations

The
Company does not have any long-term debt, capital lease obligations, operating lease
obligations or long-term liabilities.

Critical Accounting
Policies

The
Companys significant accounting policies are more fully described in Note 2 to the
condensed financial statements. However certain accounting policies are particularly
important to the portrayal of financial position and results of operations and require
the application of significant judgments by management. As a result, the condensed
financial statements are subject to an inherent degree of uncertainty. In applying those
policies, management used its judgment to determine the appropriate assumptions to be
used in determination of certain estimates. These estimates are based on the Companys
historical experience, terms of existing contracts, observance of trends in the industry
and information available from outside sources, as appropriate.

ITEM 3. Quantitative
and Qualitative Disclosures about Market Risk.

As
of June 30, 2007, our efforts were limited to organizational activities and activities
relating to our initial public offering; we had neither engaged in any operations nor
generated any revenues.

Market
risk is a broad term for the risk of economic loss due to adverse changes in the fair
value of a financial instrument. These changes may be the result of various factors,
including interest rates, foreign exchange rates, commodity prices and/or equity prices.
$402.4 million of the net IPO proceeds (which includes $13.5 million of the proceeds
attributable to the underwriters deferred discount from the IPO) has been placed in a
trust account at JPMorgan Chase Bank, N.A., with the Continental Stock Transfer & Trust
Company as trustee. As of September 14, 2007, the balance of the trust account was
$404,478,524. The proceeds held in trust have only been invested in U.S.
government securities having a maturity of 180 days or less or in money market funds
which invest principally in either short-term securities issued or guaranteed by the
United States having the highest rating from a recognized credit rating agency or tax
exempt municipal bonds issued by governmental entities located within the United States
or otherwise meeting the conditions under Rule 2a-7 under the Investment Company Act.
Thus, we are currently subject to market risk primarily through the effect of changes in
interest rates on short-term government securities and other highly rated money-market
instruments. As of September 14, 2007, the effective annualized interest rate payable on
our investment was approximately 4.93%. Assuming no other changes to our holdings as of
September 14, 2007, a 1% decrease in the underlying interest rate payable on our
investment as of

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September 14, 2007 would result in a
decrease of approximately 1.0 million  in the interest earned on our investment for the
following 90-day period, and a corresponding decrease in our net increase in
stockholders equity resulting from operations, if any, for that period. We do not
believe that the effect of other changes, such as foreign exchange rates, commodity
prices and/or equity prices currently pose significant market risk for us.

We
have not engaged in any hedging activities since our inception. We do not currently
expect to engage in any hedging activities.

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 and treasurer, as
appropriate to allow timely decisions regarding required disclosure.

As
required by Rules 13a-15 and 15d-15 under the Exchange Act, our chief executive officer
and chief financial officer carried out an evaluation of the effectiveness of the design
and operation of our disclosure controls and procedures as of June 30, 2007. Based upon
their evaluation, they concluded that our disclosure controls and procedures (as defined
in Rules 13a-15 (e) and 15d-15 (e) under The Exchange Act) were effective.

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

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

PART II  OTHER
INFORMATION

ITEM 1. Legal
Proceedings.

None.

ITEM 1A. Risk Factors.

Factors
that could cause our actual results to differ materially from those in this report are
any of the risks described in our prospectus dated August 1, 2007 filed with the SEC. Any
of these factors could result in a significant or material adverse effect on our results
of operations or financial condition. Additional risk factors not presently known to us
or that we currently deem immaterial may also impair our business or results of
operations.

As
of September 17, 2007, there have been no material changes to the risk factors disclosed
in our prospectus dated August 1, 2007 filed with the SEC, except we may disclose changes
to such factors or disclose additional factors from time to time in our future filings
with the SEC.

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ITEM 2. Unregistered
Sales of Equity Securities and Use of Proceeds.

On
February 25, 2007, we issued 10,350,000 shares of our common stock (after giving effect
to our stock dividends that occurred on July 5, 2007, July 27, 2007 and August 1, 2007)
to the family trust of one of our executive officers for $25,000 in cash, at a purchase
price of $0.002 per share. On March 22, 2007, the purchaser transferred at cost an
aggregate of 9,366,750 of these shares to certain of our directors and various entities
affiliated with certain of our directors. On July 2, 2007 the family trust referenced
above transferred at cost 51,750 of our issued and outstanding shares to a new director
and on July 6, 2007 Hanover Overseas Limited transferred at cost 970,312 of our issued
and outstanding shares to one of our executive officers. Such shares were issued on
February 25, 2007 in connection with our organization pursuant to the exemption from
registration contained in Section 4(2) of the Securities Act as they were sold to
sophisticated, accredited, wealthy individuals and entities. These shares included an
aggregate of 1,350,000 shares of common stock subject to forfeiture by these stockholders
to the extent that the underwriters over-allotment is not exercised in full so that they
collectively own 20% of the issued and outstanding shares of common stock after the
offering; however, as the underwriters did exercise their over-allotment option, no
shares were forfeited.

Use of Proceeds from the Initial
Public Offering

On
August 7, 2007, we closed our initial public offering of 41,400,000 units, including
5,400,000 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 of $7.50 per share. The units from the public offering
(including the over-allotment option) were sold at an offering price of $10.00 per unit,
generating total gross proceeds of $414,000,000. Citigroup Global Markets Inc., acted as
sole bookrunning manager and representative of Lazard Capital Markets LLC. (together, the
Underwriters). The securities sold in the offering were registered under the Securities
Act of 1933 on a registration statement on Form S-1 (No. 333-141593). The Securities and
Exchange Commission declared the registration statement effective on August 1, 2007.

We
paid a total of $15,525,000 in underwriting discounts and commissions and $674,939 for
other costs and expenses related to the offering and the over-allotment option. We also
repaid our chief executive officer and president $175,000 on satisfaction of an
outstanding promissory note after the closing of our initial public offering.

We
also consummated the simultaneous private sale of 4,625,000 warrants at a price of $1.00
per warrant (for an aggregate purchase price of $4,625,000). The warrants were purchased
by Hanover Overseas Limited, STC Investment Holdings LLC, Solar Capital, LLC, Jakal
Investments, LLC, Mark Klein and Steven Shenfeld. These issuances were made pursuant to
the exemption from registration contained in Section 4(2) of the Securities Act.

After
deducting the underwriting discounts and commissions and the offering expenses, the total
net proceeds from the offering were $402,425,061 and an amount of $402,425,000 (or
approximately $9.72 per unit sold in the initial public offering) was placed in trust.

For
a description of the use of proceeds generated in our initial public offering, see Part
I, Item 1 of this Form 10-Q.

ITEM 3. Defaults Upon
Senior Securities.

None.

ITEM 4. Submission of
Matters to a Vote of Security Holders.

On May 11, 2007 we submitted a
proposal to our stockholders to (i) amend and restate our certificate of incorporation
and (ii) to amend and restate our bylaws. The proposal was approved by unanimous written
consent of all of our seven stockholders.

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ITEM 5. Other
Information.

None.

ITEM 6. Exhibits.

(a) Exhibits:

31.1
- Section 302 Certification by Chief Executive Officer and President

31.2
- Section 302 Certification by Chief Financial Officer and Treasurer

32.1
- Section 906 Certification by Chief Executive Officer and President

32.2
- Section 906 Certification by Chief Financial Officer and Treasurer

| | 18 | 
| | -- | 

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SIGNATURE

Pursuant to the requirements of the
Securities Exchange Act of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned thereto duly authorized.

ALTERNATIVE ASSET MANAGEMENT
ACQUISITION CORP.

|Dated:  September 17, 2007 |  |  | By: | /s/ Mark D. Klein                                                                                                                                                                                                                                                                                                                                     
|-------------------------- |  |  | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                           |  |  |     | Mark D. Klein
                                                                         
      Chief Executive Officer and President
                                                                         (Principal Executive Officer)                                                                                                            
|                           |  |  |     |                                                                                                                                                                                                                                                                                                                                                       
|                           |  |  | By: | /s/ Paul D. Lapping                                                                                                                                                                                                                                                                                                                                   
|                           |  |  |     | Paul D. Lapping
                                                                         Chief Financial Officer, Treasurer and
                                                                         
      Secretary (Principal Financial and
                                                                         
      Accounting Officer)

| | 19 | 
| | -- | 

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EXHIBIT INDEX

EXHIBIT NO.

|31.1 |  | Certification
of Chief Executive Officer, pursuant to Rule 13a-14 and 15d-14 of the
                       Securities Exchange Act of 1934.
|---- |  | -------------------------------------------------------------------------------------------------------------------------------------------

|31.2 |  | Certification
of Chief Financial Officer, pursuant to Rule 13a-14 and 15d-14 of the
                       Securities Exchange Act of 1934
|---- |  | ------------------------------------------------------------------------------------------------------------------------------------------

|32.1 |  | Certification
of Chief Executive Officer, pursuant to 18                        U.S.C. Section 1350, as
adopted pursuant to Section 906                        of the Sarbanes-Oxley Act of 2002.
|---- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|32.2 |  | Certification
of Chief Financial Officer, pursuant to 18                        U.S.C. Section 1350, as
adopted pursuant to Section 906                        of the Sarbanes-Oxley Act of 2002.
|---- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | 
| |  | 

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