`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 March 31, 2006

|_|      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 May 15, 2006, 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
--------------------------------------------------------------------------------




                                                                            March 31, 2006          December 31, 2005
                                                                            (unaudited)
                                                                            --------------          -----------------

ASSETS
Current assets:
     Cash and cash equivalents                                           $            495,248        $        609,769
     U.S. Government securities held in Trust Fund (Note 2)                        29,357,080              29,084,736
     Accrued interest receivable, Trust Fund (Note 2)                                 253,031                 220,969
     Prepaid expenses                                                                   8,904                  35,616
                                                                         --------------------        ----------------
Total current assets                                                               30,114,263              29,951,090
                                                                         --------------------        ----------------
Total assets                                                             $         30,114,263        $     29,951,090
                                                                         ====================        ================

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
     Accrued expenses                                                    $             52,030        $         67,805
     Income taxes payable                                                              78,120                  57,788
                                                                         --------------------        ----------------
          Total current liabilities                                                   130,150                 125,593
                                                                         --------------------        ----------------

Common stock, subject to possible conversion,
    1,103,448 shares at conversion value (Note 2)                                   5,919,061               5,858,210
                                                                         --------------------        ----------------

Commitment (Note 4)

Stockholders' equity (Notes 2, 3, 5 and 6)
     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)                                                                672                     672
     Additional paid-in capital                                                    23,661,767              23,722,618
     Retained earnings accumulated during
          development stage                                                           402,613                 243,997
                                                                         --------------------        ----------------
          Total stockholders' equity                                               24,065,052              23,967,287
                                                                         --------------------        ----------------

Total liabilities and stockholders' equity                               $         30,114,263        $     29,951,090
                                                                         ====================        ================


             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
                                                           Three months             Three months           July 21, 2004
                                                              ended                     ended              (inception) to
                                                          March 31, 2006            March 31, 2005         March 31, 2006
                                                     ---------------------        ------------------      ------------------


Expenses:
   General and administrative
     expenses (Note 4)                               $            (64,890)        $          (1,064)      $        (330,372)
                                                     ---------------------        ------------------      ------------------

Operating loss for the period                                     (64,890)                   (1,064)               (330,372)

Interest income                                                   309,240                        --                 977,404
                                                     --------------------         -----------------       -----------------

Net income (loss) before
   provision for income taxes                                     244,350                    (1,064)                647,032

Provision for income taxes
   (Note 7)                                                        85,734                        --                 244,419
                                                     --------------------         -----------------       -----------------

Net income (loss)                                    $            158,616         $          (1,064)      $         402,613
                                                     ====================         ==================      =================

Adjustments:
   Accretion of Trust Fund
   relating to common stock
   subject to possible conversion                                 (60,851)                       --                (192,166)
                                                     ---------------------        -----------------       ------------------

Net income (loss) attributable to
   common stockholders                               $             97,765         $          (1,064)      $         210,447
                                                     ====================         ==================      =================

Weighted average common shares
   outstanding                                                  6,720,000                 1,200,000
                                                     ====================         =================

Basic and diluted income
   (loss) per share                                  $              0.01          $          (0.00)
                                                     ===================          =================



                    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
                                                                                          Additional    during the             Total
                                                                      Common Stock         Paid-In      development    Stockholders'
                                                                   Shares      Amount      Capital         stage              Equity

------------------------------------------------------------------------------------------------------------------------------------
Balance, July 21, 2004 (inception)                                        --    $  --    $         --    $      --        $       --

Issuance of stock to initial stockholders (Notes 2 and 6)          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)
    (Note 3)                                                       5,520,000      552      29,555,948           --        29,556,500
Proceeds in Trust Fund subject to possible conversion of
   1,103,448 shares                                                       --       --      (5,726,895)          --        (5,726,895)
Accretion of Trust Fund relating to common stock subject
   to possible conversion                                                 --       --        (131,315)          --         (131,315)

Net income for the period                                                 --       --              --      245,602           245,602

-----------------------------------------------------------------------------------------------------------------------------------
Balance, December 31, 2005                                         6,720,000    $ 672    $ 23,722,618    $ 243,997       $23,967,287

Accretion of Trust Fund relating to common stock subject
   to possible conversion (unaudited)                                     --       --         (60,851)          --          (60,851)


Net income for the period (unaudited)                                     --       --              --      158,616           158,616

-----------------------------------------------------------------------------------------------------------------------------------
Balance, March 31, 2006 (unaudited)                                6,720,000    $ 672    $ 23,661,767    $ 402,613       $24,065,052
                                                                   =========    =====    ============    =========       ===========


                    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)
--------------------------------------------------------------------------------


                                                                                                                    Period from
                                                            Three months                  Three months              July 21, 2004
                                                                Ended                        Ended                 (inception) to
                                                           March 31, 2006                March 31, 2005            March 31, 2006

------------------------------------------------------------------------------------------------------------------------------------

CASH FLOWS FROM OPERATING ACTIVITIES
     Net income (loss)                                    $       158,616             $           (1,064)       $          402,613
     Adjustments to reconcile net income (loss)
        to net cash used in operating activities
     Change in operating assets and liabilities:
        Increase in interest earned on investments
            held in Trust Fund                                   (304,406)                            --                  (961,311)
        Decrease (increase) in prepaid expenses                    26,712                             --                    (8,904)
        Increase (decrease) in accrued expenses                   (15,775)                            --                    52,030
        Increase in income taxes payable                           20,332                            --                     78,120
                                                          ---------------             ------------------        ------------------
Net cash used in operating activities                            (114,521)                        (1,064)                 (437,452)
                                                          ----------------            -------------------       -------------------

CASH FLOWS FROM INVESTING ACTIVITIES
     Purchases of U.S. Government Securities
          held in Trust Fund                                  (29,357,000)                            --               (87,089,800)
      Maturities of U.S. Government Securities
          held in Trust Fund                                   29,357,000                             --                58,441,000
                                                          ---------------             ------------------        ------------------
Net cash used in investing activities                                  --                             --               (28,648,800)
                                                          ---------------             ------------------        -------------------

CASH FLOWS FROM FINANCING ACTIVITIES
     Proceeds from public offering of
           5,520,000 units, net                                        --                             --                29,556,400
     Proceeds from sale of shares of common stock
           to initial shareholders                                     --                             --                    25,000
     Proceeds from underwriter's option                                --                             --                       100
     Proceeds from notes payable, stockholders                         --                         20,000                    90,000
     Repayment of notes payable, stockholders                          --                             --                   (90,000)
     Deferred registration costs                                       --                        (84,734)                       --
                                                          ---------------             -------------------       ------------------
Net cash provided by (used in ) financing activities                   --                        (64,734)               29,581,500
                                                          ---------------             -------------------       ------------------

Net increase (decrease) in cash and cash equivalents             (114,521)                       (65,798)                  495,248
Cash and cash equivalents at beginning of the period              609,769                         69,895                        --
                                                          ---------------             ------------------        ------------------
Cash and cash equivalents at end of the period            $       495,248             $            4,097        $          495,248
                                                          ===============             ==================        ==================

Supplemental disclosure from cash flow Information:
     Cash paid during the period for income taxes         $        70,558             $               --        $          194,566
                                                          ===============             ==================        ==================

Supplemental disclosure of non-cash activities:
     Accretion of Trust Fund relating to
     common stock subject to possible conversion          $        60,851             $               --        $          192,166
                                                          ===============             ==================        ==================


                         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
--------------------------------------------------------------------------------



CASH AND CASH              The Company considers all highly liquid investments with original maturities of
  EQUIVALENTS              three months or less to be cash equivalents.

SECURITIES HELD IN         The Company carries its investment in U.S. government securities at cost, which
  TRUST FUND               approximates fair value.

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.

                           There were no deferred taxes as at March 31, 2006 or December 31, 2005.

NET INCOME (LOSS) PER      Basic net income (loss) per share is calculated by dividing net income (loss)
  SHARE                    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 the 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 audited financial statements that were included in the
                           Company's Form 10-KSB for the year ended December 31, 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            Terra Nova Acquisition Corporation (the "Company") was incorporated in Delaware on
   AND                     July 21, 2004 as a blank check company whose objective is to acquire an operating
   BUSINESS                business.  The Company's initial stockholders purchased 1,200,000 shares of common
   OPERATIONS              stock, $.0001 par value, for $25,000 on July 21, 2004.

                           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.  Such
                           amount was net of registration costs incurred through that date (including $23,500
                           that had been incurred as at December 31, 2004).  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 March 31, 2006 an amount of $29,610,111 (which includes
                           accrued interest of $253,031) 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 $5,919,061 (which includes accretion of
                           Trust Fund) has been classified as common stock subject to possible conversion at
                           March 31, 2006.

                           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 (such date would be October 22, 2006), 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. 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 March 31, 2006 and $86,250 for the period from July 21, 2004 (inception)
                           to March 31, 2006 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
--------------------------------------------------------------------------------





5. 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.

6. 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 March 31, 2006, 11,760,000 shares of common stock were reserved for issuance
                           upon exercise of redeemable warrants and underwriters' unit purchase option.

7. PROVISION FOR INCOME    Provision for current income taxes consists of:
    TAXES
                                                                                                  Total
                                                                    Federal          State       Current
                                                                 -----------    -----------    -----------
                                Three months ended
                                March 31, 2006                   $    68,095    $    17,639    $    85,734
                                                                 ===========    ===========    ===========

                                Three months ended
                                March 31, 2005                   $        --    $        --    $        --
                                                                 ===========    ===========    ===========

                                Period from July 21, 2004
                                  (inception) to
                                  March 31, 2006                 $   196,224    $    48,195    $   244,419
                                                                 ===========    ===========    ===========





                                      -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 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. Until consummation of our initial public offering in
April 2005, all of our activity related to our formation and initial public
offering. Since then, we have been searching for prospective target businesses
to acquire. 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 March 31, 2006 of $158,616 consisted
of $309,240 of interest income reduced by $22,500 for a monthly administrative
services agreement, $26,712 for insurance, $8,107 for professional fees, $1,762
for traveling expenses, $85,734 for income taxes and $5,809 for other expenses.

     Net loss for the three months ended March 31, 2005 of $1,064 consisted of
organization and formation expenses.

     Net income for the period from July 21, 2004 (inception) to March 31, 2006
of $402,613 consisted of $977,404 of interest income reduced by $86,250 for a
monthly administrative services agreement, $97,944 for insurance, $62,199 for
professional fees, $39,894 for traveling expenses, $244,419 for income taxes and
$44,085 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

                                      -12-



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 business
combination is not consummated during that time. 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 18, 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.


ITEM 3.  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 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 March 31, 2006. Based on their evaluation, they concluded that
our disclosure controls and procedures were effective.

     Our internal control over financial reporting is a process designed by, or
under the supervision of, our chief executive officer and 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. Internal control
over financial reporting includes policies and procedures that pertain to the
maintenance of records that in reasonable detail accurately 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, 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.

                                      -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:  May 15, 2006
                                               /s/ Vahan Kololian
                                               ---------------------------------
                                               Vahan Kololian.
                                               Chief Executive Officer


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