`UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB

(Mark One)

[X]  Quarterly report under Section 13 or 15(d) of the Securities Exchange Act
     of 1934

     For the quarterly period ended September 30, 2005

[_]  Transition report under Section 13 or 15(d) of the Exchange Act

     For the transition period from _____________ to _____________

                        Commission File Number 000-51200

                       Terra Nova Acquisition Corporation
        (Exact Name of Small Business Issuer as Specified in Its Charter)

           Delaware                                             98-0434371
(State or other Jurisdiction of                              (I.R.S. Employer
Incorporation or Organization)                              Identification No.)

        2 Bloor Street West, Suite 3400, Toronto, Ontario, Canada M4W3E2
                     (Address of Principal Executive Office)

                                 (416) 644-6000
                (Issuer's Telephone Number, Including Area Code)

     Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 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 [_]

     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 November 14, 2005, 6,720,000 shares of common stock, par value $.0001
per share, were issued and outstanding.

     Transitional Small Business Disclosure Format (check one): Yes [_] No [X]



                                                                          Page
                                                                          ----

Part I:  Financial Information:

   Item 1 -Financial Statements (Unaudited):

      Balance Sheets                                                        3

      Statements of Operations                                              4

      Statements of Stockholders' Equity                                    5

      Statements of Cash Flows                                              6

      Summary of Significant Accounting Policies                            7

      Notes to Unaudited Financial Statements                               8

   Item 2 - Management's Discussion and Analysis or Plan of Operation      12

   Item 3 - Controls and Procedures                                        13

Part II:  Other Information

   Item 2 - Unregistered Sales of Equity Securities and Use of Proceeds    14

   Item 6 - Exhibits                                                       14

Signatures                                                                 15


                                       -2-



                                              TERRA NOVA ACQUISITION CORPORATION
                                        (A CORPORATION IN THE DEVELOPMENT STAGE)
                                                                  BALANCE SHEETS
================================================================================



                                                            September 30, 2005
                                                                (unaudited)      December 31, 2004
                                                            ------------------   -----------------

ASSETS
Current assets:
   Cash                                                         $   742,506           $69,895
   U.S. Government securities held in Trust Fund (Note 2)        28,648,800                --
   Accrued interest receivable, Trust Fund (Note 2)                 394,345                --
   Prepaid expenses                                                  62,328                --
                                                                -----------           -------
Total current assets                                             29,847,979            69,895
   Deferred registration costs                                           --            23,500
                                                                -----------           -------
Total assets                                                    $29,847,979           $93,395
                                                                ===========           =======

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
   Accrued expenses                                             $    14,170           $    --
   Income taxes payable                                              95,555                --
   Note payable, stockholder (Note 4)                                    --            70,000
                                                                -----------           -------
      Total current liabilities                                     109,725            70,000
                                                                -----------           -------
Common stock, subject to possible conversion,
   1,103,448 shares at conversion value                           5,805,725                --
                                                                -----------           -------
Commitment (Note 5)

Stockholders' equity (Notes 2, 3, 6 and 7)
   Preferred stock, $.0001 par value, Authorized
      1,000,000 shares; none issued                                      --                --
   Common stock, $.0001 par value
      Authorized 30,000,000 shares
      Issued and outstanding 6,720,000 shares
         (which includes 1,103,448 subject to possible
         conversion) and 1,200,000, respectively                        672               120
   Additional paid-in capital                                    23,775,103            24,880
   Retained earnings (deficit) accumulated during
      development stage                                             156,754            (1,605)
                                                                -----------           -------
      Total stockholders' equity                                 23,932,529            23,395
                                                                -----------           -------
Total liabilities and stockholders' equity                      $29,847,979           $93,395
                                                                ===========           =======


    See summary of significant accounting policies and accompanying notes to
                             financial statements.


                                       -3-



                                              TERRA NOVA ACQUISITION CORPORATION
                                        (A CORPORATION IN THE DEVELOPMENT STAGE)
                                                        STATEMENTS OF OPERATIONS
                                                                     (UNAUDITED)
================================================================================



                                                                                  Period from         Period from
                                       Three months          Nine months         July 21, 2004        July 21, 2004
                                          ended                ended            (inception) to       (inception) to
                                    September 30, 2005   September 30, 2005   September 30, 2004   September 30, 2005
                                    ------------------   ------------------   ------------------   ------------------

Expenses:
   General and administrative
      expenses (Note 5)                 $  (77,916)          $ (145,958)          $   (1,500)          $  (147,563)
                                        ----------           ----------           ----------           -----------
Operating loss for the period              (77,916)            (145,958)              (1,500)             (147,563)

Other income:
   Interest income                         242,640              399,872                   --               399,872
                                        ----------           ----------           ----------           -----------
Net income (loss) before
   provision for income taxes              164,724              253,914               (1,500)              252,309

Provision for income taxes
   (Note 8)                                 65,230               95,555                   --                95,555
                                        ----------           ----------           ----------           -----------
Net income (loss)                           99,494              158,359               (1,500)              156,754
                                        ==========           ==========           ==========           ===========

Adjustments:
   Accretion of Trust Fund
      relating to common stock
      subject to possible
      conversion                           (47,501)             (78,830)                  --               (78,830)
                                        ----------           ----------           ----------           -----------
Net income (loss) attributable to
   common stockholders                      51,993               79,529               (1,500)               77,924
                                        ==========           ==========           ==========           ===========
Weighted average shares
   outstanding (Note 7)                  6,720,000            4,465,055            1,200,000
                                        ==========           ==========           ==========
Basic and diluted income
   (loss) per share                     $     0.01           $     0.02           $       --
                                        ==========           ==========           ==========


    See summary of significant accounting policies and accompanying notes to
                             financial statements.


                                       -4-



                                              TERRA NOVA ACQUISITION CORPORATION
                                        (A CORPORATION IN THE DEVELOPMENT STAGE)
                                              STATEMENTS OF STOCKHOLDERS' EQUITY
================================================================================



                                                                                                Retained
                                                                                                earnings
                                                                                                (deficit)
                                                                                               accumulated
                                                               Common Stock       Additional   during the        Total
                                                            ------------------     Paid-In     development   Stockholders'
                                                              Shares    Amount     Capital        stage          Equity
                                                            ---------   ------   -----------   -----------   -------------

Balance, July 21, 2004 (inception)                                 --    $ --    $        --     $     --     $        --
Issuance of stock to initial stockholders (Notes 2 and 7)   1,200,000     120         24,880           --          25,000
Net loss for the period                                                    --             --       (1,605)         (1,605)
                                                            ---------    ----    -----------     --------     -----------
Balance, December 31, 2004                                  1,200,000    $120    $    24,880     $ (1,605)    $    23,395
Sale of 5,520,000 units and underwriter's options, net of
   underwriters' discount and offering expenses
   (includes 1,103,448 shares subject to possible
   conversion) (unaudited) (Note 3)                         5,520,000     552     23,829,053           --      23,829,605
Accretion of Trust Fund relating to common stock subject
   to possible conversion (unaudited)                                      --        (78,830)          --         (78,830)
Net income for the period (unaudited)                                      --             --      158,359         158,359
                                                            ---------    ----    -----------     --------     -----------
Balance, September 30, 2005 (unaudited)                     6,720,000    $672    $23,775,103     $156,754     $23,932,529
                                                            =========    ====    ===========     ========     ===========


    See summary of significant accounting policies and accompanying notes to
                             financial statements.


                                       -5-



                                              TERRA NOVA ACQUISITION CORPORATION
                                        (A CORPORATION IN THE DEVELOPMENT STAGE)
                                                        STATEMENTS OF CASH FLOWS
                                                                     (UNAUDITED)
================================================================================



                                                        Nine months         July 21, 2004       July 21, 2004
                                                           Ended           (inception) to      (inception) to
                                                    September 30, 2005   September 30, 2004   September 30, 2005
                                                    ------------------   ------------------   ------------------

CASH FLOWS FROM OPERATING ACTIVITIES
   Net income (loss)                                   $    158,359           $ (1,500)          $    156,754
   Adjustments to reconcile net income to
   net cash used in operating activities
   Change in operating assets and liabilities:
      Increase in interest earned on investments
      held in Trust Fund                                   (394,345)                --               (394,345)
      Increase in prepaid expenses                          (62,328)                --                (62,328)
      Increase in accrued expenses                           14,170                 --                 14,170
      Increase in income taxes payable                       95,555                 --                 95,555
                                                       ------------           --------           ------------
Net cash used in operating activities                      (188,589)            (1,500)              (190,194)
                                                       ------------           --------           ------------
CASH FLOWS FROM INVESTING ACTIVITIES
   Purchases of U.S. Government Securities
      held in Trust Fund                                (28,648,800)                --            (28,648,800)
                                                       ------------           --------           ------------
Net cash used in investing activities                   (28,648,800)                --            (28,648,800)
                                                       ------------           --------           ------------
CASH FLOWS FROM FINANCING ACTIVITIES
   Proceeds from public offering, net                    29,556,400                 --             29,556,400
   Proceeds from notes payable, stockholders                 20,000                 --                 90,000
   Repayment of notes payable, stockholders                 (90,000)                --                (90,000)
   Proceeds from sale of shares of common stock                  --             25,000                 25,000
   Proceeds from issuance of option                             100                 --                    100
   Deferred registration costs                               23,500            (23,500)                    --
                                                       ------------           --------           ------------
Net cash provided by financing activities                29,510,000              1,500             29,581,500
                                                       ------------           --------           ------------
Net increase in cash                                   $    672,611           $     --           $    742,506
Cash at beginning of the period                              69,895                 --                     --
                                                       ------------           --------           ------------
Cash at end of the period                              $    742,506           $     --           $    742,506
                                                       ============           ========           ============
Supplemental disclosure of non-cash activities:
   Accretion of Trust Fund relating to
      common stock subject to possible conversion      $     78,830           $     --           $     78,830


    See summary of significant accounting policies and accompanying notes to
                              financial statements


                                       -6-



                                              TERRA NOVA ACQUISITION CORPORATION
                                        (A CORPORATION IN THE DEVELOPMENT STAGE)
                                      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
================================================================================

INCOME TAXES                     The Company follows Statement of Financial
                                 Accounting Standards No. 109 ("SFAS No. 109"),
                                 "Accounting for Income Taxes" which is an asset
                                 and liability approach that requires the
                                 recognition of deferred tax assets and
                                 liabilities for the expected future tax
                                 consequences of events that have been
                                 recognized in the Company's financial
                                 statements or tax returns.

INCOME (LOSS) PER SHARE          Basic income per share is calculated by
                                 dividing net income attributable to common
                                 shareholders by the weighted average number of
                                 common shares outstanding during the period. No
                                 effect has been given to potential issuances of
                                 common stock from warrants or the underwriter
                                 option in the diluted computation, as their
                                 effect would not be dilutive.

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.


                                       -7-



                                              TERRA NOVA ACQUISITION CORPORATION
                                        (A CORPORATION IN THE DEVELOPMENT STAGE)
                                         NOTES TO UNAUDITED FINANCIAL STATEMENTS
================================================================================

1.   BASIS OF PRESENTATION       The accompanying financial statements are
                                 unaudited and 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 10QSB. Accordingly, certain information
                                 and footnote disclosures normally included in
                                 financial statements prepared in accordance
                                 with accounting principles generally accepted
                                 in the United States of America have been
                                 omitted pursuant to such rules and regulations.
                                 These financial statements should be read in
                                 conjunction with the financial statements that
                                 were included in the Company's Current Report
                                 on Form 8-K filed on April 22, 2005.

                                 In the opinion of management, all adjustments
                                 (consisting primarily of normal accruals) have
                                 been made that are necessary to present fairly
                                 the financial position of the Company.
                                 Operating results for the interim period
                                 presented are not necessarily indicative of the
                                 results to be expected for a full year.

2.   ORGANIZATION AND BUSINESS   Terra Nova Acquisition Corporation (the
     OPERATIONS                  "Company") was incorporated in Delaware on July
                                 21, 2004 as a blank check company whose
                                 objective is to acquire an operating business.
                                 The Company's initial stockholders purchased
                                 1,200,000 shares of common stock, $.0001 par
                                 value, for $25,000 on July 21, 2004 (See
                                 Note 7).

                                 The registration statement for the Company's
                                 initial public offering ("Offering") was
                                 declared effective April 18, 2005. The Company
                                 consummated the offering on April 22, 2005 and
                                 received net proceeds of approximately
                                 $25,594,000. On April 26, 2005 the underwriters
                                 exercised their over-allotment option and the
                                 Company received net proceeds of approximately
                                 $3,962,400. The Company's management has broad
                                 discretion with respect to the specific
                                 application of the net proceeds of this
                                 Offering, although substantially all of the net
                                 proceeds of this Offering are intended to be
                                 generally applied toward consummating a
                                 business combination with an operating business
                                 ("Business Combination"). Furthermore, there is
                                 no assurance that the Company will be able to
                                 successfully effect a Business Combination. As
                                 at September 30, 2005 an amount of $29,043,145
                                 (which includes accrued interest of $394,345)
                                 is being held in an interest-bearing trust
                                 account ("Trust Account") until the earlier of
                                 (i) the consummation of a Business Combination
                                 or (ii) liquidation of the Company. Under the
                                 agreement governing the Trust Account, funds
                                 will only be invested in United States
                                 government securities (Treasury Bills) with a
                                 maturity of 180 days or less. The remaining net
                                 proceeds (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.


                                       -8-



                                              TERRA NOVA ACQUISITION CORPORATION
                                        (A CORPORATION IN THE DEVELOPMENT STAGE)
                                         NOTES TO UNAUDITED FINANCIAL STATEMENTS
================================================================================

                                 The Company, after signing a definitive
                                 agreement for the acquisition of a target
                                 business, 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 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 their
                                 1,200,000 founding shares of 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 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 convert
                                 his shares. 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 19.99% of the
                                 aggregate number of shares owned by all Public
                                 Stockholders 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. In this respect
                                 $5,805,725 (which includes accretion of Trust
                                 Fund) has been classified as common stock
                                 subject to possible conversion at September 30,
                                 2005.

                                 The Company's Amended and Restated Certificate
                                 of Incorporation provides for mandatory
                                 liquidation 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.
                                 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 due to costs related to the Offering
                                 (assuming no value is attributed to the
                                 Warrants contained in the Units sold in the
                                 Offering (See Note 3)).


                                       -9-



                                              TERRA NOVA ACQUISITION CORPORATION
                                        (A CORPORATION IN THE DEVELOPMENT STAGE)
                                         NOTES TO UNAUDITED FINANCIAL STATEMENTS
================================================================================

3.   OFFERING                    The Company sold 5,520,000 units ("Units") in
                                 the Offering, which includes the 720,000 Units
                                 subject to the underwriters' over-allotment.
                                 Each Unit consists of one share of the
                                 Company's common stock, $.0001 par value, and
                                 two Redeemable Common Stock Purchase Warrants
                                 ("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 or one year from the
                                 effective date of the Offering and expiring
                                 four years from the effective date of the
                                 Offering. The Warrants will be redeemable, upon
                                 prior written consent of EarlyBirdCapital,
                                 Inc., at a price of $.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
                                 $8.50 per share for any 20 trading days within
                                 a 30 trading day period ending on the third day
                                 prior to the date on which notice of redemption
                                 is given. In connection with this Offering, the
                                 Company issued an option, for $100, to the
                                 representative of the underwriters to purchase
                                 240,000 Units at an exercise price of $9.90 per
                                 Unit. In addition, the warrants underlying such
                                 Units are exercisable at $6.65 per share.

4.   NOTE PAYABLE, STOCKHOLDER   In November 2004, the Company issued a $70,000
                                 unsecured promissory note to an Initial
                                 Stockholder. In March 2005, the Company issued
                                 an additional $20,000 unsecured promissory note
                                 to an Initial Stockholder. These notes were non
                                 interest-bearing and were paid in full on May
                                 1, 2005 from the net proceeds of the Offering.

5.   COMMITMENT                  The Company presently occupies office space
                                 provided by an affiliate of an Initial
                                 Stockholder. Such affiliate has agreed that,
                                 until the acquisition of a target business by
                                 the Company, 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 $7,500
                                 per month for such services commencing on April
                                 18, 2005, the effective date of the Offering.
                                 Amounts of $22,500 for the three-month period
                                 ended September 30, 2005, $41,250 for the
                                 nine-month period ended September 30, 2005, and
                                 $41,250 for the period from July 21, 2004
                                 (inception) to September 30, 2005 are included
                                 in general and administrative for such
                                 services.


                                      -10-



                                              TERRA NOVA ACQUISITION CORPORATION
                                        (A CORPORATION IN THE DEVELOPMENT STAGE)
                                         NOTES TO UNAUDITED FINANCIAL STATEMENTS
================================================================================

6.   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.

7. COMMON STOCK                  On March 3, 2005, the Company's Board of
                                 Directors authorized a stock dividend of 0.6
                                 shares of common stock for each outstanding
                                 share of common stock. In addition, on March 3,
                                 2005 the Company's Board of Directors approved
                                 an amendment to the Company's Amended and
                                 Restated Certificate of Incorporation to
                                 increase the number of authorized shares of
                                 common stock to 30,000,000. All references in
                                 the accompanying financial statements to the
                                 number of shares of common stock have been
                                 retroactively restated to reflect these
                                 transactions.

                                 At September 30, 2005, 11,760,000 shares of
                                 common stock were reserved for issuance upon
                                 exercise of redeemable warrants and
                                 underwriters' unit purchase option.

8.   PROVISION FOR INCOME        Provision for income taxes consists of:
     TAXES

                                                                        Total
                                                      Federal  State   Current
                                                      -------  ------  -------
                                 Three months ended
                                 September 30, 2005    52,302  12,928   65,230
                                                       ======  ======   ======
                                 Nine months ended
                                 September 30, 2005    74,175  21,380   95,555
                                                       ======  ======   ======
                                 July 21, 2004
                                 (inception) to
                                 September 30, 2004         -       -        -
                                                       ======  ======   ======
                                 July 21, 2004
                                 (inception) to
                                 September 30, 2005    74,175  21,380   95,555
                                                       ======  ======   ======


                                      -11-



ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

     The following discussion should be read in conjunction with the Company's
Consolidated Financial Statements and footnotes thereto contained in this
report.

FORWARD LOOKING STATEMENTS

     The statements discussed in this Report include forward looking statements
that involve risks and uncertainties, including the timely delivery and
acceptance of the Company's products and the other risks detailed from time to
time in the Company's reports filed with the Securities and Exchange Commission.

PLAN OF OPERATIONS

     We were formed on July 21, 2004, 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.

     Net income for the three months ended September 30, 2005 of $99,494
consisted of $242,640 of interest income reduced by $22,500 for a monthly
administrative services agreement, $26,712 for insurance, $19,955 for
professional fees, $4,477 for traveling expenses, $65,230 for income taxes and
$4,272 for other expenses.

     Net income for the nine months ended September 30, 2005 of $158,359
consisted of $399,872 of interest income reduced by $41,250 for a monthly
administrative services agreement, $44,520 for insurance, $30,987 for
professional fees, $20,414 for traveling expenses, $95,555 for income taxes and
$8,787 for other expenses.

     For the period from July 21, 2004 (inception) through September 30, 2004,
we had a net loss of $1,500, attributable to organization and formation
expenses.

     Net income for the period from July 21, 2004 (inception) to September 30,
2005 of $156,754 consisted of $399,872 of interest income reduced by $41,250 for
a monthly administrative services agreement, $44,520 for insurance, $30,987 for
professional fees, $20,414 for traveling expenses, $95,555 for incomes taxes and
$10,392 for other expenses.

     We consummated our initial public offering on April 22, 2005. On April 26,
2005, we consummated the closing of an additional 720,000 units that were
subject to the underwriters' over-allotment option. Gross proceeds from our
initial public offering were $33,120,000. We paid a total of $3,081,600 in
underwriting discounts and commissions, and approximately $482,000 was paid for
costs and expenses related to the offering. After deducting the underwriting
discounts and commissions and the offering expenses, the total net proceeds to
us from the offering were approximately $29,556,400, of which $28,648,800 was
deposited into the trust account (or $5.19 per share sold in the offering). The
remaining proceeds are available to be used by us to provide for business, legal
and accounting due diligence on prospective acquisitions and continuing general
and administrative expenses. We will use substantially all of the net proceeds
of this offering to acquire a target business, including identifying and
evaluating prospective acquisition candidates, selecting the target business,
and structuring, negotiating and consummating the business combination. To the
extent that our capital stock is used in whole or in part as consideration to
effect a business combination, the proceeds held in the trust fund as well as
any other net proceeds not expended will be used to finance the operations of
the target business. We believe we will have sufficient available funds outside
of the trust fund to operate through April 22, 2007, assuming that a


                                      -12-



business combination is not consummated during that time. From April 22, 2005
through April 22, 2007, we anticipate approximately $200,000, of expenses for
the due diligence and investigation of a target business (including, expenses
for legal, accounting and other expenses attendant to the due diligence
investigations, structuring and negotiating of a business combination), $180,000
for the administrative fee payable to TerraNova Management Corp. ($7,500 per
month for two years), $40,000 of expenses in legal and accounting fees relating
to our SEC reporting obligations and $475,600 for general working capital that
will be used for miscellaneous expenses and reserves, including approximately
$80,000 for director and officer liability insurance premiums. We do not believe
we will need to raise additional funds following this offering in order to meet
the expenditures required for operating our business. However, we may need to
raise additional funds through a private offering of debt or equity securities
if such funds are required to consummate a business combination that is
presented to us. We would only consummate such a financing simultaneously with
the consummation of a business combination.

     Commencing on April 22, 2005 and ending upon the acquisition of a target
business, we began incurring a fee from TerraNova Management Corp., an affiliate
of Vahan Kololian, our chairman of the board and chief executive officer, Lee W.
Chung, our chief financial officer and Jesse Gill, our vice president, of $7,500
per month for providing us with office space and certain general and
administrative services. In addition, in November 2004 and March 2005, TerraNova
Partners L.P. advanced $70,000 and $20,000, respectively, to us for payment on
our behalf of offering expenses. These loans were repaid following our initial
public offering from the net proceeds of the offering.

OUR SEARCH PROCESS

     Upon the completion of the initial public offering in April of this year,
the Company began an active program to generate ideal target business
combination candidates. The response thus far has been very encouraging and we
continue to actively investigate and filter the prospective companies. We are
concentrating on businesses with high-quality management teams and which are not
likely to be subject to significant low cost competition or rapid technological
change. The Company continues to find new target companies for evaluation.

ITEM 3. CONTROLS AND PROCEDURES.

     An evaluation of the effectiveness of our disclosure controls and
procedures as of September 30, 2005 was made under the supervision and with the
participation of our management, including our chief executive officer and our
chief financial officer. Based on that evaluation, they concluded that our
disclosure controls and procedures are effective as of the end of the period
covered by this report to ensure that information required to be disclosed by us
in reports that we file or submit under the Securities Exchange Act of 1934 is
recorded, processed, summarized and reported within the time periods specified
in Securities and Exchange Commission rules and forms. During the most recently
completed fiscal quarter, there has been no significant 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.


                                      -13-



                                    PART II.

                                OTHER INFORMATION

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

     On April 22, 2005, we consummated our initial public offering of 4,800,000
Units, with each unit consisting of one share of our common stock and two
warrants, each to purchase one share of our common stock at an exercise price of
$5.00 per share. On April 26, 2005, we closed on an additional 720,000 units
that were subject to the underwriters' over-allotment option. The units were
sold at an offering price of $6.00 per unit, generating total gross proceeds of
$33,120,000. EarlyBirdCapital, Inc. acted as lead underwriter. The securities
sold in the offering were registered under the Securities Act of 1933 on a
registration statement on Form S-1 (No. 333-122439). The Securities and Exchange
Commission declared the registration statement effective on April 18, 2005.

     We paid a total of $3,081,600 in underwriting discounts and commissions,
and approximately $482,000 has been paid for costs and expenses related to the
offering.

     After deducting the underwriting discounts and commissions and the offering
expenses, the total net proceeds to us from the offering were approximately
$29,556,400, of which $28,648,800 was deposited into a trust fund (or $5.19 per
share sold in the offering) and the remaining proceeds are available to be used
to provide for business, legal and accounting due diligence on prospective
business combinations and continuing general and administrative expenses.

ITEM 6: EXHIBITS

     (a)  Exhibits:

          31.1 - Section 302 Certification by CEO

          31.2 - Section 302 Certification by CFO

          32.1 - Section 906 Certification by CEO

          32.2 - Section 906 Certification by CFO


                                      -14-



                                   SIGNATURES

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

                                               TERRA NOVA AQUISITION CORPORATION

Dated: November 14, 2005


                                               /s/ Vahan Kololian
                                               ---------------------------------
                                               Vahan Kololian.
                                               Chief Executive Officer


                                               /s/ Lee W. Chung
                                               ---------------------------------
                                               Lee W. Chung
                                               Chief Financial Officer


                                      -15-`